Facebook, Inc. (NASDAQ:FB) Files An 8-K Submission of Matters to a Vote of Security Holders

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Facebook, Inc. (NASDAQ:FB) Files An 8-K Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 1, 2017, Facebook, Inc. (the Company) held its annual
meeting of stockholders at the Pullman San Francisco Bay, located
at 223 Twin Dolphin Drive, Redwood City, California 94065 (the
Annual Meeting). At the Annual Meeting, the Companys stockholders
voted on seven proposals, each of which is described in more detail
in the Companys definitive proxy statement filed with the
Securities and Exchange Commission on April 14, 2017 (the Proxy
Statement). At the beginning of the Annual Meeting, there were
2,002,538,707 shares of Class A common stock and 414,030,636 shares
of Class B common stock present at the Annual Meeting in person or
by proxy, which represented 79.78% 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 Companys Class A common stock were
entitled to one vote for each share held as of the close of
business on April 7, 2017 (the Record Date), and holders of the
Companys 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:
1.
To elect eight directors, all of whom are currently serving
on the Companys 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 Companys
independent registered public accounting firm for the fiscal
year ending December 31, 2017.
3.
A stockholder proposal regarding change in stockholder
voting.
4.
A stockholder proposal regarding a lobbying report.
5.
A stockholder proposal regarding false news.
6.
A stockholder proposal regarding a gender pay equity report.
7.
A stockholder proposal regarding an independent chair.
1.
Election of Directors
Nominee
For
Withheld
Broker Non-Votes
Marc L. Andreessen
5,777,317,303
402,858,438
451,598,692
Erskine B. Bowles
6,097,000,317
83,175,424
451,598,692
Susan D. Desmond-Hellmann
6,111,879,882
68,295,859
451,598,692
Reed Hastings
6,003,055,994
177,119,747
451,598,692
Jan Koum
5,584,885,218
595,290,523
451,598,692
Sheryl K. Sandberg
5,584,545,305
595,630,436
451,598,692
Peter A. Thiel
6,061,647,701
118,528,040
451,598,692
Mark Zuckerberg
5,633,493,865
546,681,876
451,598,692
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.
2.
Ratification of Appointment of Independent Registered Public
Accounting Firm
For
Against
Abstentions
6,564,525,197
62,087,129
5,162,107
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, 2017.
3.
Stockholder Proposal Regarding Change in Stockholder Voting
For
Against
Abstentions
Broker Non-Votes
1,244,263,522
4,926,585,541
9,326,678
451,598,692
The stockholders did not approve the stockholder proposal regarding
change in stockholder voting.
4.
Stockholder Proposal Regarding a Lobbying Report
For
Against
Abstentions
Broker Non-Votes
580,946,518
5,584,612,262
14,616,961
451,598,692
The stockholders did not approve the stockholder proposal regarding
a lobbying report.
5.
Stockholder Proposal Regarding False News
For
Against
Abstentions
Broker Non-Votes
49,474,942
6,075,259,177
55,441,622
451,598,692
The stockholders did not approve the stockholder proposal regarding
false news.
6.
Stockholder Proposal Regarding a Gender Pay Equity Report
For
Against
Abstentions
Broker Non-Votes
455,551,757
5,688,675,569
35,948,415
451,598,692
The stockholders did not approve the stockholder proposal regarding
a gender pay equity report.
7.
Stockholder Proposal Regarding an Independent Chair
For
Against
Abstentions
Broker Non-Votes
765,467,192
5,408,360,219
6,348,330
451,598,692
The stockholders did not approve the stockholder proposal regarding
an independent chair.


About Facebook, Inc. (NASDAQ:FB)

Facebook, Inc. builds products that enable people to connect and share through mobile devices and personal computers. The Company enables people to share their opinions, ideas, photos and videos, and other activities. Its products include Facebook, Instagram, Messenger, WhatsApp and Oculus. Facebook is a mobile application and Website that enables people to connect, share, discover and communicate with each other on mobile devices and personal computers. Instagram is a mobile application that enables people to take photos or videos, customize them with filter effects, and share them with friends and followers in a photo feed or send them to friends. Messenger is a messaging application available for mobile and Web on various platforms and devices. WhatsApp Messenger is a mobile messaging application that is used by people around the world. Oculus virtual reality technology and content platform allows people to play games, consume content and connect with others.