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): May 31, 2018
Facebook, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Delaware | | 001-35551 | | 20-1665019 |
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| (State or Other Jurisdiction | | (Commission | | (IRS Employer |
| of Incorporation) | | File Number) | | Identification No.) |
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| 1601 Willow Road | | |
| Menlo Park, California | | 94025 |
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| (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:
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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| 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 |
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| 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 5.07 Submission of Matters to a Vote of Security Holders.
On May 31, 2018, Facebook, Inc. (the “Company”) held its annual meeting of stockholders at the Hotel Nia, located at 200 Independence Drive, Menlo Park, California 94025 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on eight proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 13, 2018, as amended (the “Proxy Statement”). At the beginning of the Annual Meeting, there were 2,034,196,332 shares of Class A common stock and 444,058,872 shares of Class B common stock present at the Annual Meeting in person or by proxy, which represented 87.81% of the combined voting power of the shares of Class A common stock and Class B common stock entitled to vote at the Annual Meeting (voting together as a single class), and which constituted a quorum for the transaction of business. Holders of the Company’s Class A common stock were entitled to one vote for each share held as of the close of business on April 6, 2018 (the “Record Date”), and holders of the Company’s Class B common stock were entitled to ten votes for each share held as of the Record Date.
The stockholders of the Company voted on the following proposals at the Annual Meeting:
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| 1. | To elect eight directors, all of whom are currently serving on the Company’s board of 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. |
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| 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, 2018. |
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| 3. | A stockholder proposal regarding change in stockholder voting. |
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| 4. | A stockholder proposal regarding a risk oversight committee. |
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| 5. | A stockholder proposal regarding simple majority vote. |
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| 6. | A stockholder proposal regarding a content governance report. |
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| 7. | A stockholder proposal regarding median pay by gender. |
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| 8. | A stockholder proposal regarding tax principles. |
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| Nominee | For | Withheld | Broker Non-Votes |
| Marc L. Andreessen | 5,867,673,939 | 167,520,657 | 439,590,647 |
| Erskine B. Bowles | 5,875,029,104 | 160,165,492 | 439,590,647 |
| Kenneth I. Chenault | 6,013,190,274 | 22,004,322 | 439,590,647 |
| Susan D. Desmond-Hellmann | 5,552,986,825 | 482,207,771 | 439,590,647 |
| Reed Hastings | 5,620,578,188 | 414,616,408 | 439,590,647 |
| Sheryl K. Sandberg | 5,485,417,504 | 549,777,092 | 439,590,647 |
| Peter A. Thiel | 5,657,899,619 | 377,294,977 | 439,590,647 |
| Mark Zuckerberg | 5,488,472,275 | 546,722,321 | 439,590,647 |
Each of the eight nominees for director was elected 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.
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| 2. | Ratification of Appointment of Independent Registered Public Accounting Firm |
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| For | Against | Abstentions |
| 6,415,171,424 | 54,521,045 | 5,092,774 |
There were no broker non-votes on this proposal.
The stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2018.
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| 3. | Stockholder Proposal Regarding Change in Stockholder Voting |
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| For | Against | Abstentions | Broker Non-Votes |
| 1,285,843,555 | 4,740,657,280 | 8,693,761 | 439,590,647 |
The stockholders did not approve the stockholder proposal regarding change in stockholder voting.
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| 4. | Stockholder Proposal Regarding a Risk Oversight Committee |
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| For | Against | Abstentions | Broker Non-Votes |
| 695,812,551 | 5,326,275,640 | 13,106,405 | 439,590,647 |
The stockholders did not approve the stockholder proposal regarding a risk oversight committee.
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| 5. | Stockholder Proposal Regarding Simple Majority Vote |
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| For | Against | Abstentions | Broker Non-Votes |
| 1,248,882,755 | 4,778,712,189 | 7,599,652 | 439,590,647 |
The stockholders did not approve the stockholder proposal regarding simple majority vote.
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| 6. | Stockholder Proposal Regarding a Content Governance Report |
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| For | Against | Abstentions | Broker Non-Votes |
| 610,883,008 | 5,355,184,616 | 69,126,972 | 439,590,647 |
The stockholders did not approve the stockholder proposal regarding a content governance report.
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| 7. | Stockholder Proposal Regarding Median Pay by Gender |
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| For | Against | Abstentions | Broker Non-Votes |
| 598,924,055 | 5,367,168,475 | 69,102,066 | 439,590,647 |
The stockholders did not approve the stockholder proposal regarding median pay by gender.
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| 8. | Stockholder Proposal Regarding Tax Principles |
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| For | Against | Abstentions | Broker Non-Votes |
| 85,868,239 | 5,928,124,935 | 21,201,422 | 439,590,647 |
The stockholders did not approve the stockholder proposal regarding tax principles.
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. |
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| Date: June 5, 2018 | | By: | | /s/ David Kling |
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| | | | | Name: David Kling |
| | | | | Title: Vice President, Deputy General Counsel and Secretary |
