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