Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On March 23, 2020, Jeffrey D. Zients informed Facebook, Inc. (the "Company") that he will not stand for re-election to the Board of Directors of the Company (the "Board") at the Company's 2020 Annual Meeting of Stockholders (the "Annual Meeting") in order to devote more time to his business and other professional interests. Mr. Zients will continue to serve as a director until the date of the Annual Meeting.


(d) On March 25, 2020, the Board appointed Robert M. Kimmitt as a member of the
Board, effective March 26, 2020. In addition, the independent members of the
Board have appointed Mr. Kimmitt as Lead Independent Director of the Board. 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.
Kimmitt will be appointed. Mr. Kimmitt will receive an annual cash retainer fee
of $150,000 for service as Lead Independent Director, which will be prorated for
his period of service in 2020. Mr. Kimmitt will otherwise receive compensation
similar to the amounts and forms paid to other non-employee members of the Board
as described in the Company's Proxy Statement for the 2019 Annual Meeting of
Stockholders as filed with the Securities and Exchange Commission on April 12,
2019.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit Number        Exhibit Title or Description
99.1                    Press release dated March 26, 2020
104                   Cover Page Interactive Data File (the cover page XBRL tags
                      are embedded within the inline XBRL document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses