Facebook, Inc. (NASDAQ:FB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Facebook, Inc. (NASDAQ:FB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 9.01 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 17, 2018, the Board of Directors (the “Board”) of Facebook, Inc. (the “Company”) appointed Kenneth I. Chenault as a member of the Board, effective February 5, 2018. A copy of the press release announcing the appointment is attached as Exhibit 99.1 to this report. As of the time of this filing, the Board has not made a final determination regarding the committees of the Board, if any, to which Mr. Chenault will be appointed.

There is no arrangement or understanding with any person to which Mr. Chenault was appointed as a member of the Board. In accordance with the Company’s existing compensation policy with respect to non-employee directors, the Board approved that Mr. Chenault will receive an annual retainer fee of $50,000, which will be prorated for service through the balance of 2018, and a grant of 464 restricted stock units (“RSUs”), which was calculated by reference to the Company's existing annual equity award for continuing directors, with the $300,000 value prorated for service through May 15, 2018. All of the RSUs will vest on May 15, 2018, subject to Mr. Chenault’s continued service as a member of the Board through such date.

In addition to the compensation that Mr. Chenault will receive in connection with his appointment as a member of the Board, the Company intends to enter into its standard form of indemnification agreement with Mr. Chenault. The indemnification agreement, among other things, would require the Company to indemnify Mr. Chenault for certain expenses incurred by him in any action or proceeding arising out of his service as a member of the Board. A form of the indemnification agreement was previously filed by the Company as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No.333-179287), as originally filed with the Securities and Exchange Commission on February1, 2012, as subsequently amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitIndex