FB_-_8-K_2013_Annual_Meeting



 
 
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): June 11, 2013
Facebook, Inc.
(Exact Name of Registrant as Specified in Charter)
 
 
 
 
 
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)

(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:
£
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
£
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
£
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
£
 
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 June 11, 2013, Facebook, Inc. (the “Company”) held its annual meeting of stockholders at The Westin San Francisco Airport located at 1 Old Bayshore Highway, Millbrae, California 94030 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 26, 2013 (the “Proxy Statement”). There were 1,400,635,758 shares of Class A common stock and 536,654,614 shares of Class B common stock present at the Annual Meeting in person or by proxy, which represented 80.26% 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 April 16, 2013 (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 or until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.
2.
A non-binding advisory vote on the compensation program for the Company’s named executive officers as disclosed in the Proxy Statement.
3.
A non-binding advisory vote on whether a non-binding advisory vote on the compensation program for the Company’s named executive officers should be held every one, two or three years.
4.
To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013.
The voting results for each of these proposals are detailed below.
1.
Election of Directors

Nominee
For
Withheld
Broker Non-Votes
Marc L. Andreessen
5,981,997,456
131,938,562
653,253,525
Erskine B. Bowles
6,029,879,027
84,056,991
653,253,525
Susan D. Desmond-Hellmann
6,098,412,528
15,523,490
653,253,525
Donald E. Graham
6,017,270,233
96,665,785
653,253,525
Reed Hastings
6,099,705,262
14,230,756
653,253,525
Sheryl K. Sandberg
5,919,469,364
194,466,654
653,253,525
Peter A. Thiel
6,080,251,798
33,684,220
653,253,525
Mark Zuckerberg
5,919,540,609
194,395,409
653,253,525





Each of the eight nominees for director was elected to serve until the next annual meeting of stockholders or until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.
2.
Advisory Vote on Executive Compensation
For
Against
Abstentions

Broker Non-Votes
5,703,739,932
404,097,340
6,098,746

653,253,525

The stockholders approved, on a non-binding advisory basis, the compensation program for the Company’s named executive officers as disclosed in the Proxy Statement.

3.
Frequency of Advisory Vote on Executive Compensation

One Year
Two Years
Three Years
Abstentions
Broker Non-Votes
 
 
 
 
 
533,816,915
14,888,902
5,558,676,699
6,553,502
653,253,525

The stockholders approved, on a non-binding advisory basis, to hold a non-binding advisory vote on the compensation program for the Company’s named executive officers every three years.
4.
Ratification of Appointment of Independent Registered Public Accounting Firm

For
Against
Abstentions
 
 
 
6,633,359,880
125,743,527
8,086,136
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, 2013.





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.

 
 
 
 
 
 
 
FACEBOOK, INC.
 
 
 
 
 
Date: June 13, 2013
 
By:
 
/s/ Theodore W. Ullyot
 
 
 
 
Name: Theodore W. Ullyot
 
 
 
 
Title:  Vice President, General Counsel
 
 
 
 
    and Secretary