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FACEBOOK

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FACEBOOK INC : Submission of Matters to a Vote of Security Holders (form 8-K)

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05/29/2020 | 05:31pm EDT

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

On May 27, 2020, Facebook, Inc. (the "Company") held its annual meeting of stockholders via live audio webcast (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders voted on eleven 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 10, 2020, as supplemented on May 13, 2020 (collectively, the "Proxy Statement"). At the beginning of the Annual Meeting, there were 2,018,434,962 shares of Class A common stock and 397,890,205 shares of Class B common stock present or represented by proxy at the Annual Meeting, which represented 87.53% 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 Company's Class A common stock were entitled to one vote for each share held as of the close of business on April 3, 2020 (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 nine 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, 2020.


3. To approve the director compensation policy.

4. A stockholder proposal regarding change in stockholder voting.

5. A stockholder proposal regarding an independent chair.

6. A stockholder proposal regarding majority voting for directors.

7. A stockholder proposal regarding political advertising.

8. A stockholder proposal regarding human/civil rights expert on board.

9. A stockholder proposal regarding report on civil and human rights risks.

10. A stockholder proposal regarding child exploitation.

11. A stockholder proposal regarding median gender/racial pay gap.



1. Election of Directors



Nominee                 For       Withheld   Broker Non-Votes

Peggy Alford 5,545,359,996 181,021,201 271,656,222 Marc L. Andreessen 4,931,225,127 795,156,070 271,656,222 Andrew W. Houston 5,581,414,566 144,966,631 271,656,222 Nancy Killefer 5,701,752,186 24,629,011 271,656,222 Robert M. Kimmitt 5,554,387,050 171,994,147 271,656,222 Sheryl K. Sandberg 5,661,905,416 64,475,781 271,656,222 Peter A. Thiel 5,068,409,794 657,971,403 271,656,222 Tracey T. Travis 5,484,354,838 242,026,359 271,656,222 Mark Zuckerberg 5,571,675,787 154,705,410 271,656,222

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

Each of the nine 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
5,939,922,762 53,174,172  4,940,485



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, 2020.

3. Approval of the Director Compensation Policy

For Against Abstentions Broker Non-Votes 4,972,277,135 748,471,801 5,632,261 271,656,222

The stockholders approved the director compensation policy.

4. Stockholder Proposal Regarding Change in Stockholder Voting

For Against Abstentions Broker Non-Votes 1,551,886,601 4,165,237,742 9,256,854 271,656,222

The stockholders did not approve the stockholder proposal regarding change in stockholder voting.

5. Stockholder Proposal Regarding an Independent Chair

For Against Abstentions Broker Non-Votes 1,115,681,282 4,602,492,213 8,207,702 271,656,222

The stockholders did not approve the stockholder proposal regarding an independent chair.

6. Stockholder Proposal Regarding Majority Voting for Directors

For Against Abstentions Broker Non-Votes 1,451,866,224 4,266,036,982 8,477,991 271,656,222

The stockholders did not approve the stockholder proposal regarding majority voting for directors.

7. Stockholder Proposal Regarding Political Advertising

For Against Abstentions Broker Non-Votes 725,976,548 4,975,556,045 24,848,604 271,656,222

The stockholders did not approve the stockholder proposal regarding political advertising.

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

8. Stockholder Proposal Regarding Human/Civil Rights Expert on Board

For Against Abstentions Broker Non-Votes 211,390,205 5,490,616,374 24,374,618 271,656,222

The stockholders did not approve the stockholder proposal regarding human/civil rights expert on board.

9. Stockholder Proposal Regarding Report on Civil and Human Rights Risks

For Against Abstentions Broker Non-Votes 408,918,830 5,293,964,911 23,497,456 271,656,222

The stockholders did not approve the stockholder proposal regarding report on civil and human rights risks.

10. Stockholder Proposal Regarding Child Exploitation

For Against Abstentions Broker Non-Votes 712,472,002 4,921,399,311 92,509,884 271,656,222

The stockholders did not approve the stockholder proposal regarding child exploitation.

11. Stockholder Proposal Regarding Median Gender/Racial Pay Gap

For Against Abstentions Broker Non-Votes 490,540,308 5,208,554,957 27,285,932 271,656,222




The stockholders did not approve the stockholder proposal regarding median
gender/racial pay gap.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit Number        Exhibit Title or Description
104                   Cover Page Interactive Data File (the cover page XBRL tags
                      are embedded within the inline XBRL document)




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

© Edgar Online, source Glimpses

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