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) |
ý | 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)) |
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. |
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, 2016. |
3. | A non-binding advisory vote on the compensation program for the Company's named executive officers as disclosed in the Proxy Statement. |
4. | To ratify the grant of restricted stock units ("RSUs") to the Company's non-employee directors during the year ended December 31, 2013. |
5. | To ratify the grant of RSUs to the Company's non-employee directors during the years ended December 31, 2014 and 2015. |
6. | To approve the Company's annual compensation program for non-employee directors. |
7. | To approve the adoption of the Company's amended and restated certificate of incorporation, comprising the following four proposals: |
7A. | The approval of the adoption of amendments to the Company's current restated certificate of incorporation to establish the Class C capital stock and make certain clarifying changes. |
7B. | The approval of the adoption of amendments to the Company's current restated certificate of incorporation to increase the number of authorized shares of Class A common stock from 5,000,000,000 to 20,000,000,000. |
7C. | The approval of the adoption of amendments to the Company's current restated certificate of incorporation to provide for the equal treatment of shares of Class A common stock, Class B common stock, and Class C capital stock in connection with dividends and distributions, certain transactions, and upon the Company’s liquidation, dissolution, or winding up. |
7D. | The approval of the adoption of amendments to the Company's current restated certificate of incorporation to provide for additional events upon which all shares of Class B common stock will automatically convert to Class A common stock, to provide for additional instances where Class B common stock would not convert to Class A common stock in connection with certain transfers, and to make certain related changes to the Class B common stock conversion provisions. |
8. | To amend and restate the Company's 2012 Equity Incentive Plan. |
9. | A stockholder proposal regarding change in stockholder voting. |
10. | A stockholder proposal regarding an annual sustainability report. |
11. | A stockholder proposal regarding a lobbying report. |
12. | A stockholder proposal regarding an international public policy committee. |
13. | A stockholder proposal regarding a gender pay equity report. |
1. | Election of Directors |
Nominee | For | Withheld | Broker Non-Votes |
Marc L. Andreessen | 5,563,365,941 | 1,068,149,672 | — |
Erskine B. Bowles | 5,673,702,828 | 957,812,785 | — |
Susan D. Desmond-Hellmann | 5,644,126,841 | 987,388,772 | — |
Reed Hastings | 6,045,095,784 | 586,419,829 | — |
Jan Koum | 5,596,129,324 | 1,035,386,289 | — |
Sheryl K. Sandberg | 5,598,140,384 | 1,033,375,229 | — |
Peter A. Thiel | 6,044,350,047 | 587,165,566 | — |
Mark Zuckerberg | 5,636,866,949 | 994,648,664 | — |
2. | Ratification of Appointment of Independent Registered Public Accounting Firm |
For | Against | Abstentions |
6,108,732,780 | 42,153,593 | 480,629,240 |
3. | Non-Binding Advisory Vote on the Compensation Program for the Company's Named Executive Officers |
For | Against | Abstentions | Broker Non-Votes |
6,069,496,185 | 82,335,970 | 479,683,458 | — |
4. | Ratification of Grant of RSUs to the Company's Non-Employee Directors During the Year Ended December 31, 2013 |
For | Against | Abstentions | Broker Non-Votes |
5,588,073,824 | 563,207,945 | 480,233,844 | — |
5. | Ratification of Grant of RSUs to the Company's Non-Employee Directors During the Years Ended December 31, 2014 and 2015 |
For | Against | Abstentions | Broker Non-Votes |
5,588,041,662 | 563,730,613 | 479,743,338 | — |
6. | Approval of the Company's Annual Compensation Program for Non-Employee Directors |
For | Against | Abstentions | Broker Non-Votes |
5,588,517,714 | 563,388,628 | 479,609,271 | — |
7. | Approval of the Adoption of the Company’s Amended and Restated Certificate of Incorporation, (comprising four proposals): |
Holders | For | Against | Abstentions | Broker Non-Votes |
Holders of Shares of Class A Common Stock and Class B Common Stock (Voting Together as a Single Class) | 5,135,894,914 | 1,494,384,783 | 1,235,916 | — |
Holders of Shares of Class B Common Stock (Voting as a Separate Class) | 4,711,582,640 | 472,333,600 | — | — |
Holders | For | Against | Abstentions | Broker Non-Votes |
Holders of Shares of Class A Common Stock and Class B Common Stock (Voting Together as a Single Class) | 5,156,477,946 | 1,471,650,510 | 3,387,157 | — |
Holders of Shares of Class B Common Stock (Voting as a Separate Class) | 4,711,582,640 | 472,333,600 | — | — |
Holders | For | Against | Abstentions | Broker Non-Votes |
Holders of Shares of Class A Common Stock and Class B Common Stock (Voting Together as a Single Class) | 6,105,053,531 | 524,869,778 | 1,592,304 | — |
Holders of Shares of Class B Common Stock (Voting as a Separate Class) | 4,711,582,640 | 472,333,600 | — | — |
Holders | For | Against | Abstentions | Broker Non-Votes |
Holders of Shares of Class A Common Stock and Class B Common Stock (Voting Together as a Single Class) | 6,108,513,140 | 521,385,606 | 1,616,867 | — |
Holders of Shares of Class B Common Stock (Voting as a Separate Class) | 4,711,582,640 | 472,333,600 | — | — |
8. | Amendment and Restatement of the Company's 2012 Equity Incentive Plan |
For | Against | Abstentions | Broker Non-Votes |
5,019,270,955 | 1,132,011,277 | 480,233,381 | — |
9. | Stockholder Proposal Regarding Change in Stockholder Voting |
For | Against | Abstentions | Broker Non-Votes |
980,781,074 | 5,166,189,048 | 484,545,491 | — |
10. | Stockholder Proposal Regarding an Annual Sustainability Report |
For | Against | Abstentions | Broker Non-Votes |
531,930,298 | 5,420,794,243 | 678,791,072 | — |
11. | Stockholder Proposal Regarding a Lobbying Report |
For | Against | Abstentions | Broker Non-Votes |
495,262,593 | 5,475,350,330 | 660,902,690 | — |
12. | Stockholder Proposal Regarding an International Public Policy Committee |
For | Against | Abstentions | Broker Non-Votes |
60,475,773 | 6,059,431,679 | 511,608,161 | — |
13. | Stockholder Proposal Regarding a Gender Pay Equity Report |
For | Against | Abstentions | Broker Non-Votes |
392,484,214 | 5,561,885,978 | 677,145,421 | — |
FACEBOOK, INC. | ||||
Date: June 20, 2016 | By: | /s/ Colin S. Stretch | ||
Name: Colin S. Stretch | ||||
Title: Vice President and General Counsel | ||||