Form8-K2014AnnualMeeting5222014
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 22, 2014
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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£ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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£ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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£ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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£ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 22, 2014, Facebook, Inc. (the “Company”) held its annual meeting of stockholders at the Sofitel San Francisco Bay located at 223 Twin Dolphin Drive, Redwood City, California 94065 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on seven proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 31, 2014 (the “Proxy Statement”). There were 1,630,637,448 shares of Class A common stock and 429,076,223 shares of Class B common stock present at the beginning of the Annual Meeting in person or by proxy, which represented 76.71% 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, 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 March 24, 2014 (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:
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, 2014.
3.A stockholder proposal regarding change in stockholder voting.
4.A stockholder proposal regarding lobbying expenditures.
5.A stockholder proposal regarding political contributions.
6.A stockholder proposal regarding childhood obesity and food marketing to youth.
7.A stockholder proposal regarding an annual sustainability report.
The voting results for each of these proposals are detailed below.
1.Election of Directors
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Nominee | For | Withheld | Broker Non-Votes |
Marc L. Andreessen | 5,797,655,031 | 195,299,223 | 429,765,524 |
Erskine B. Bowles | 5,945,215,302 | 47,738,952 | 429,765,524 |
Susan D. Desmond-Hellmann | 5,960,315,861 | 32,638,393 | 429,765,524 |
Donald E. Graham | 5,934,835,243 | 58,119,011 | 429,765,524 |
Reed Hastings | 5,964,623,829 | 28,330,425 | 429,765,524 |
Sheryl K. Sandberg | 5,650,263,084 | 342,691,170 | 429,765,524 |
Peter A. Thiel | 5,972,880,935 | 20,073,319 | 429,765,524 |
Mark Zuckerberg | 5,650,907,180 | 342,047,074 | 429,765,524 |
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
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For | Against | Abstentions |
6,384,751,471 | 31,118,157 | 6,850,150 |
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, 2014.
3.Stockholder Proposal Regarding Change in Stockholder Voting
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For | Against | Abstentions | Broker Non-Votes |
1,028,379,452 | 4,941,926,221 | 22,648,581 |
429,765,524 |
The stockholders did not approve the stockholder proposal regarding a change in stockholder voting.
4.Stockholder Proposal Regarding Lobbying Expenditures
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For | Against | Abstentions | Broker Non-Votes |
475,923,701 | 5,336,206,217 | 180,824,336 |
429,765,524 |
The stockholders did not approve the stockholder proposal regarding lobbying expenditures.
5.Stockholder Proposal Regarding Political Contributions
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For | Against | Abstentions | Broker Non-Votes |
33,270,856 | 5,906,392,724 | 53,290,674 |
429,765,524 |
The stockholders did not approve the stockholder proposal regarding political contributions.
6.Stockholder Proposal Regarding Childhood Obesity and Food Marketing to Youth
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For | Against | Abstentions | Broker Non-Votes |
44,327,022 | 5,734,903,806 | 213,723,426 |
429,765,524 |
The stockholders did not approve the stockholder proposal regarding childhood obesity and food marketing to youth.
7.Stockholder Proposal Regarding an Annual Sustainability Report
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For | Against | Abstentions | Broker Non-Votes |
340,378,446 | 5,458,128,003 | 194,447,805 |
429,765,524 |
The stockholders did not approve the stockholder proposal regarding an annual sustainability report.
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: May 23, 2014 | | By: | | /s/ Colin S. Stretch |
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| | | | Name: Colin S. Stretch |
| | | | Title: Vice President, General Counsel, |
| | | | and Secretary |