WASHINGTON, D.C.   20549


1.  Name of the Registrant:

2.  Name of person relying on exemption:

3.  Address of person relying on exemption:

4.  Written materials.  Written materials are submitted pursuant to
    Rule 14a-6(g)(1) [sec. 240.14a-6(g)(1)].  Submission is not
    required of this filer under the terms of the Rule, but is made
    voluntarily in the interest of public disclosure and
    consideration of these important issues.

Shareholder Rebuttal to Google Inc.s
Opposition Statement Regarding Reducing Health Hazards from
Manufacturing and Recycling Lead Batteries at Company Data

Proposal on Reducing Health Hazards from Manufacturing and
Recycling Lead Batteries:

This proposal has been filed by Pax World Mutual Funds. It seeks to
address the inadequacy of Google Inc.s (Google) disclosure of its
policies and procedures governing the disposal of lead batteries at
company data center operations. Shareholders need to understand how
Google tracks the fate of used lead batteries generated from operations
and to ensure that batteries are properly recycled in appropriately
licensed facilities that meet stringent environmental and occupational
safety standards.

Currently, shareholders are missing key pieces of information about
how Google disposes of lead batteries used in its data center
operations. Google has publicly recognized that chemicals in its own
buildings can adversely affect the health and well-being of its own
employees. As a result, Google has excluded certain chemicals and toxic
elements from its buildings, such as lead. (i)

Shareholders are being asked to vote FOR a report including the

1.	Company policies and procedures governing how Google tracks
shipments of used batteries to recycling facilities.

2.	Company policies and procedures governing how the company
ensures that used batteries are not being shipped to recycling
facilities with pollution and occupational safety controls that are
less strict than those that would be applicable in the United

3.	Information about any mechanisms the company uses (such as
company auditors, or third-party auditors or certifications) to
assess supplier/recycler performance against environmental
and occupational performance standards.


Recently, there have been many published articles and media reports of
lead poisoning incidents in communities surrounding lead battery
manufacturing and recycling facilities in developing countries.  The
neurotoxic and developmental impacts of lead have been well-
established for years, leading to, for example, global action to reduce
and eliminate lead in paint and gasoline. Currently, 80% of modern
lead usage is in the production of batteries of which more than 95% are
recycled. (ii)

Large consumers of lead batteries, including data center operators, can
play a significant role in improving the environmental performance of
lead battery manufacturing and recycling. According to the New York
Times, most large data centers contain banks of huge, spinning
flywheels or thousands of lead-acid batteries - many of them similar to
automobile batteries - to power the computers in case of a grid failure
as brief as a few hundredths of a second, an interruption that could
crash the servers. (iii)  Recently enacted environmental standards in the
United States on lead pollution make domestic recycling more difficult
and expensive, but do not prohibit companies from exporting the work
and the danger to countries where standards are low and enforcement
is lax. (iv)

As a result, there are reportedly high levels of community and
occupational exposures around lead battery recycling plants in Mexico,
a country that receives approximately 20% of the United States' used
industrial and vehicle batteries. (v)

Industry has also taken note of the risks associated with purchasing and
recycling lead batteries. Currently, IBM provides information on its
website related to the recycling and disposal of lead batteries in the
U.S. (vi)  Similarly, Sprint recently adopted a lifecycle policy on lead-acid
batteries. Sprint's policy states the following:

	Sprint recognizes present and potential impacts to the
	environment, surrounding communities and occupations
	associated with the lead-acid battery recycling process outside
	the United States. Given the high standard for operations set by
	federal regulators in the United States, Sprint will endeavor to
	direct the recycling of lead-acid batteries to facilities operated
	in the United States in its commercial agreements for these
	services going forward. Sprint intends to continue this approach
	until lead-acid battery recycling plants outside the United States
	are operating under equivalent or substantially similar
	environmental and occupational standards. (vii)

Rationale for a FOR vote:

1.	Google, as the owner and operator of a large number of data
centers worldwide, is both directly and indirectly exposed to the
reputational and legal risks associated with health hazards from
purchasing and recycling lead batteries.

2.	Googles opposition statement argues that the company already
demonstrates a commitment to the safe handling of lead
batteries; however, Google investors have no data on which to
base independent evaluations of performance, or to compare
the companys efforts in this area to peers.

3.	Google has already demonstrated concern for the impact of
chemicals on its own workers by regulating toxic elements used
in company-owned buildings. Google has recognized that
chemicals in its buildings can adversely affect the health and
well-being of its own employees. Despite the companys efforts
in this area, Google risks being viewed as a laggard by not
publicly addressing the risks associated with health hazards
from purchasing and recycling lead batteries.

The proponent urges shareholders to vote FOR this shareholder

For questions regarding the this proposal please contact
Greg Hasevlat, Pax World Management LLC, 603-431-8022 or

 (i) http://www.google.com/green/efficiency/oncampus/#building
 (ii) http://www.ila-lead.org/lead-facts
 (iii) http://www.nytimes.com/2012/09/23/technology/data-centers-waste-vast-
 (iv) http://www.nytimes.com/2011/12/09/science/earth/recycled-battery-lead-
 (v) http://www.nytimes.com/2011/12/09/science/earth/recycled-battery-lead-
 (vi) http://www.ibm.com/ibm/environment/products/battery_us.shtml
 (vii) http://www.sprint.com/responsibility/ouroperations/resource/e-waste.html