8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 17, 2018

Facebook, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-35551	20-1665019
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

1601 Willow Road
Menlo Park, California	94025
(Address of Principal Executive Offices)	(Zip Code)

(650) 543-4800

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
	Emerging growth company	o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.		o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 17, 2018, the Board of Directors (the “Board”) of Facebook, Inc. (the “Company”) appointed Kenneth I. Chenault as a member of the Board, effective February 5, 2018. A copy of the press release announcing the appointment is attached as Exhibit 99.1 to this report. As of the time of this filing, the Board has not made a final determination regarding the committees of the Board, if any, to which Mr. Chenault will be appointed.

There is no arrangement or understanding with any person pursuant to which Mr. Chenault was appointed as a member of the Board. In accordance with the Company’s existing compensation policy with respect to non-employee directors, the Board approved that Mr. Chenault will receive an annual retainer fee of $50,000, which will be prorated for service through the balance of 2018, and a grant of 464 restricted stock units (“RSUs”), which was calculated by reference to the Company's existing annual equity award for continuing directors, with the $300,000 value prorated for service through May 15, 2018. All of the RSUs will vest on May 15, 2018, subject to Mr. Chenault’s continued service as a member of the Board through such date.

In addition to the compensation that Mr. Chenault will receive in connection with his appointment as a member of the Board, the Company intends to enter into its standard form of indemnification agreement with Mr. Chenault. The indemnification agreement, among other things, would require the Company to indemnify Mr. Chenault for certain expenses incurred by him in any action or proceeding arising out of his service as a member of the Board. A form of the indemnification agreement was previously filed by the Company as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-179287), as originally filed with the Securities and Exchange Commission on February 1, 2012, as subsequently amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Exhibit Title or Description
99.1	Press release dated January 18, 2018

Exhibit Index

Exhibit Number	Exhibit Title or Description
99.1	Press release dated January 18, 2018

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FACEBOOK, INC.
Date: January 18, 2018	By:	/s/ David Kling
		Name: David Kling
		Title:  Vice President, Deputy General Counsel and Secretary

EX-99.1

January 18, 2018

Kenneth I. Chenault Joins Facebook Board of Directors

Facebook today announced that Kenneth I. Chenault, the CEO of American Express, has been appointed to the company’s board of directors, effective February 5, 2018.

Mark Zuckerberg, Founder and Chairman/CEO of Facebook said: “I’ve been trying to recruit Ken for years. He has unique expertise in areas I believe Facebook needs to learn and improve — customer service, direct commerce and building a trusted brand. Ken also has a strong sense of social mission and the perspective that comes from running an important public company for decades.”

“I’m delighted to join the board and look forward to working with Mark and the other directors as Facebook continues to build communities that help bring people closer to friends, family and the world around them,” said Kenneth I. Chenault.

Mr. Chenault has been Chairman and Chief Executive Officer of American Express Company since April 2001. Mr. Chenault joined American Express in 1981 and was named President of the US division of American Express Travel Related Services Company, Inc. in 1993; Vice Chairman of American Express Company in 1995; President and Chief Operating Officer in 1997; and Chief Executive Officer in January 2001. Mr. Chenault holds a B.A. in history from Bowdoin College and a J.D. from Harvard Law School.

Mr. Chenault serves on the Boards of IBM, The Proctor & Gamble Company, the Harvard Corporation and numerous nonprofit organizations, including the Arthur Ashe Institute for Urban Health, the Smithsonian Institution’s Advisory Council for the National Museum of African American History and Culture, the World Trade Center Memorial Foundation, and the Bloomberg Family Foundation. He is also a member of the Business Council.

Aside from Mr. Chenault, Facebook’s current board members are: Mark Zuckerberg; Marc L. Andreessen, Andreessen Horowitz; Erskine B. Bowles, president emeritus, University of North Carolina; Susan D. Desmond-Hellmann, CEO, Bill and Melinda Gates Foundation; Reed Hastings, chairman and CEO, Netflix; Jan Koum, founder and CEO, WhatsApp; Sheryl K. Sandberg, chief operating officer, Facebook; and Peter A. Thiel, Founders Fund.