UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): April 30, 2018
Facebook, Inc.
(Exact Name of Registrant as Specified in Charter)
| | | | |
| Delaware | | 001-35551 | | 20-1665019 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer 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 Form8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-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 Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On April 30, 2018, in connection with his resignation from his position as Chief Executive Officer of WhatsApp Inc., Jan Koum informed Facebook, Inc. (the “Company”) that he will not stand forre-election to the Board of Directors of the Company at the Company’s 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”). The Company will file a supplement to its proxy statement for the 2018 Annual Meeting to reflect the changes described in this Current Report on Form8-K.
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.
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| | | | FACEBOOK, INC. |
| | | |
| Date: May 1, 2018 | | | | By: | | /s/ David Kling |
| | | | | | Name: David Kling |
| | | | | | Title: Vice President, Deputy General Counsel and Secretary |
