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) |
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)) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Class A Common Stock, $0.000006 par value | FB | The Nasdaq Stock Market LLC |
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 |
1. | To elect eight directors, each to serve until the next annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal. |
2. | To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019. |
3. | A non-binding advisory vote on the compensation program for the Company's named executive officers as disclosed in the Proxy Statement. |
4. | A non-binding advisory vote on whether a non-binding advisory vote on the compensation program for the Company's named executive officers should be held every one, two, or three years. |
5. | A stockholder proposal regarding change in stockholder voting. |
6. | A stockholder proposal regarding an independent chair. |
7. | A stockholder proposal regarding majority voting for directors. |
8. | A stockholder proposal regarding true diversity board policy. |
9. | A stockholder proposal regarding a content governance report. |
10. | A stockholder proposal regarding median gender pay gap. |
11. | A stockholder proposal regarding workforce diversity. |
12. | A stockholder proposal regarding strategic alternatives. |
1. | Election of Directors |
Nominee | For | Withheld | Broker Non-Votes |
Peggy Alford | 5,564,931,531 | 125,148,989 | 409,788,149 |
Marc L. Andreessen | 5,043,905,709 | 646,174,811 | 409,788,149 |
Kenneth I. Chenault | 5,666,404,433 | 23,676,087 | 409,788,149 |
Susan D. Desmond-Hellmann | 5,139,209,291 | 550,871,229 | 409,788,149 |
Sheryl K. Sandberg | 5,086,109,163 | 603,971,357 | 409,788,149 |
Peter A. Thiel | 5,534,324,703 | 155,755,817 | 409,788,149 |
Jeffrey D. Zients | 5,661,379,685 | 28,700,835 | 409,788,149 |
Mark Zuckerberg | 5,137,230,877 | 552,849,643 | 409,788,149 |
2. | Ratification of Appointment of Independent Registered Public Accounting Firm |
For | Against | Abstentions |
6,041,926,709 | 52,201,874 | 5,740,086 |
3. | Non-Binding Advisory Vote on the Compensation Program for the Company's Named Executive Officers |
For | Against | Abstentions | Broker Non-Votes |
5,182,636,065 | 449,003,670 | 58,440,785 | 409,788,149 |
4. | Non-Binding Advisory Vote on the Frequency of an Advisory Vote on the Compensation Program for the Company's Named Executive Officers |
One Year | Two Years | Three Years | Abstentions | Broker Non-Votes |
1,236,566,123 | 5,823,492 | 4,437,307,536 | 10,383,369 | 409,788,149 |
5. | Stockholder Proposal Regarding Change in Stockholder Voting |
For | Against | Abstentions | Broker Non-Votes |
1,392,113,978 | 4,292,373,648 | 5,592,894 | 409,788,149 |
6. | Stockholder Proposal Regarding an Independent Chair |
For | Against | Abstentions | Broker Non-Votes |
1,139,241,589 | 4,546,321,706 | 4,517,225 | 409,788,149 |
7. | Stockholder Proposal Regarding Majority Voting for Directors |
For | Against | Abstentions | Broker Non-Votes |
1,392,835,089 | 4,292,397,153 | 4,848,278 | 409,788,149 |
8. | Stockholder Proposal Regarding True Diversity Board Policy |
For | Against | Abstentions | Broker Non-Votes |
57,931,217 | 5,614,650,537 | 17,498,766 | 409,788,149 |
9. | Stockholder Proposal Regarding a Content Governance Report |
For | Against | Abstentions | Broker Non-Votes |
320,205,647 | 5,294,696,037 | 75,178,836 | 409,788,149 |
10. | Stockholder Proposal Regarding Median Gender Pay Gap |
For | Against | Abstentions | Broker Non-Votes |
554,219,225 | 5,068,591,750 | 67,269,545 | 409,788,149 |
11. | Stockholder Proposal Regarding Workforce Diversity |
For | Against | Abstentions | Broker Non-Votes |
26,404,705 | 5,637,212,308 | 26,463,507 | 409,788,149 |
12. | Stockholder Proposal Regarding Strategic Alternatives |
For | Against | Abstentions | Broker Non-Votes |
38,412,448 | 5,629,998,781 | 21,669,291 | 409,788,149 |
FACEBOOK, INC. | ||||
Date: June 3, 2019 | By: | /s/ David Kling | ||
Name: David Kling | ||||
Title: Vice President, Deputy General Counsel and Secretary |