The stockholders of Facebook (NASDAQ:FB) aim to reduce the majority voting control of the company’s co-founder and CEO Mark Zuckerberg in a proposal seeking an equal vote for all outstanding shares (Class A & Class B). The proposal was included in a regulatory filing with the Securities and Exchange Commission (SEC) on Thursday.
Facebook shareholders noted a recent report that Zuckerberg plans to transfer majority of his stock over time to the Chan Zuckerberg Initiative LLC, which was established to advance human potential and promote equality.
The shareholders emphasized that the Chan Zuckerberg initiative is “an actual corporation” under Zuckerberg’s control that “can even turn a profit.”
Facebook CEO controls nearly 54% of voting power
Zuckerberg previously stated that he will continue to serve as Facebook CEO for many years to come. Although Zuckerberg plans to sell or donate no more than $1 billion of Facebook stock per year over the next three years, he will retain his majority voting power for the foreseeable future.
The holders of Class B shares control approximately 67% of the voting power in the company. Zuckerberg personally controls nearly 54% of the voting power.
In the proposal, the shareholders requested the Board to “take all practical steps in its control toward initiating and adopting recapitalization plan for all outstanding stock to have one vote per share.”
According to them, the Board should make an effort to encourage and negotiate with Class B shareholders for them to “relinquish for the common good of all shareholders, any preexisting rights.”
The shareholders also stated that a similar version of the proposal in 2015gained more than 1 billion “For” votes, which shows that investors support the matter.
Facebook Board recommends a vote against the proposal
The Board of Directors of Facebook recommended a vote against the proposal citing the fact that the company’s capital structure contributes to its stability. It also insulates the Board and management from short-term pressures, which allows them to focus on the company’s success over the long-term.
The Board believes that Facebook’s “success was due in large part to the leadership” of Zuckerberg.” Additionally, the Board noted that the company “established a track record of creating value for stockholders under his guidance.
Furthermore, the Board said, “We believe that our capital structure is in the best interests of our stockholders and that our current corporate governance structure is sound and effective. Therefore, our board of directors recommends that our stockholders vote against this proposal.”