Facebook : Proxy Statement (definitive)

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	____________________________________________
	SCHEDULE 14A INFORMATION
	Proxy Statement Pursuant to Section 14(a) of the
	Securities Exchange Act of 1934
	(Amendment No. )
	____________________________________________
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Facebook, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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To Our Shareholders

Mark Zuckerberg

Chairman and

Chief Executive Officer

Robert M. Kimmitt

Lead Independent Director

You are cordially invited to attend the 2021 Annual Meeting of Shareholders (Annual Meeting) of Facebook, Inc. to be held on May 26, 2021, at 10:00 a.m. Pacific Time.

The Annual Meeting will be a completely virtual meeting of shareholders conducted via live audio webcast to enable our shareholders to participate from any location around the world that is convenient to them. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/FB2021.

The matters expected to be acted upon at the Annual Meeting are described in detail in the accompanying Notice of Annual Meeting of Shareholders and proxy statement.

You may cast your vote over the internet, by telephone, or by completing and mailing a proxy card to ensure that your shares will be represented. Your vote by proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend. Returning the proxy does not deprive you of your right to attend and vote your shares electronically at the Annual Meeting.

Thank you for your continued investment in Facebook.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 26, 2021: THIS PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE AT www.proxyvote.com

A Message from Our Lead Independent Director

Fellow Shareholders,

First and foremost, I hope that you and your loved ones are safe and well in these unusual times.

On behalf of Facebook's board of directors, I would like to share some thoughts with you about your board's oversight and key areas of focus over this unforgettable past year, my first as Lead Independent Director. Facebook's primary focus in this pandemic year has been to ensure the welfare and continuity of support for our employees and contractors, as well as the millions of small businesses and our community of over three billion people who use our products and services each day.

As stewards of the company, your board looks out for the interests of shareholders and that commitment remains steadfast. We also are dedicated to seeing that Facebook continues to innovate and embrace opportunities to act responsibly as a corporate citizen so that our business has a positive impact for all of our stakeholders.

Supporting employees and communities during the COVID-19 pandemic

Throughout the pandemic, our services have helped people stay connected with family and friends, as well as with customers and business partners, and find much-needed community and support no matter the physical distance.

Facebook helped health authorities around the world reach more than 2 billion people with accurate information about the coronavirus, while removing more than 12 million pieces of content on Facebook and Instagram containing misinformation that could lead to imminent physical harm.

We offered direct financial assistance to small businesses, a segment that was particularly hard hit during the pandemic. We committed $100 million to help up to 30,000 small businesses globally and $100 million specifically to support Black-owned businesses, Black creators, and nonprofits supporting the Black community in the United States.

I continue to be impressed by the resilience and dedication of Facebook's teams around the world. Overnight, we were forced to move substantially all of our workforce to a remote work environment. We have supported our employees with this transition through help with childcare and other costs and introducing new leave policies to help employees care for sick relatives.

Supporting the growth of our business

The events of 2020 introduced a number of unforeseen challenges, contributing to a unique operating environment. Nevertheless, Facebook achieved strong annual results, including 22% revenue growth year-over-year. The results reflect a robust digital economy and the value Facebook provides to millions of businesses who use our services to reach consumers and generate sales.

We recognize that relentless focus on innovation is key to continued success. In 2020, we launched new products and experiences for consumers and business, and we added over 13,000 new employees, mostly in product and technology roles. We also made key leadership hires this year, including our Chief Product Officer, who re-joined the company, as well as hiring our first Vice President of Civil Rights and a new Chief Compliance Officer.

Board engagement and oversight

The full board was actively engaged with management on our most important issues. We reviewed the company's product and business strategies and received regular briefings from management on policy, litigation, and regulatory matters. We also met as often as necessary to discuss ongoing developments related to the global pandemic.

Our independent board committees were active throughout the year, helping to oversee compliance, cybersecurity, finance and accounting, internal audit, executive compensation and performance, governance, and other matters. In May 2020, we also established a new privacy committee to help oversee the company's privacy program, as well as to help oversee compliance with our obligations under our modified consent order with the U.S. Federal Trade Commission. In February 2021, we expanded the remit of the audit & risk oversight committee to incorporate oversight of environmental sustainability and our social responsibility as a company, including continued oversight of the safety and security of our community.

Board composition and leadership

As a board, we are committed to seeing Facebook improve and succeed. In 2020, the company added four new independent directors: Andrew W. Houston, Nancy Killefer, Tracey T. Travis, and myself. The board is now comprised of nine members, seven of whom are independent. Each of our board committees is composed entirely of independent directors, and we have a healthy mix of newer and more tenured directors. We are proud that a majority of our directors are diverse in terms of gender, ethnicity, and LGBTQ status.

Representing the views of shareholders and doing so with a strong, independent voice is one of the reasons I joined this board, and I take my role as a conduit between Mark Zuckerberg and both our shareholders and independent directors very seriously. Facebook has structured the authority and responsibility of my role as Lead Independent Director to mirror closely the authority and responsibilities of Mark as Chairman. I meet regularly and work closely with Mark, coordinating board meeting agendas, providing feedback, and sharing recommendations of the independent directors with him after each executive session. He actively solicits our views and is very open to our feedback and recommendations.

Furthering our company principles

Facebook is committed to pursuing its company principles as described beginning on page 28 of this proxy statement. The company has set new goals to pursue these principles, including ESG initiatives in areas such as diversity and environmental sustainability.

We set a goal to increase the representation of people of color in leadership positions at Facebook in the United States by 30%, including a 30% increase in the representation of Black people in leadership, by 2025. We also set aggressive goals for 2020 and beyond for our global operations to achieve net zero greenhouse gas emissions and be 100% supported by renewable energy, and are aiming to reach net zero greenhouse gas emissions across our value chain by 2030. For more information on our progress in these areas, I encourage you to read our annual reports about our diversity and sustainability efforts, as well as our new corporate human rights policy.

Throughout the year, we engaged with a significant portion of our shareholders regarding corporate governance, important environmental and social issues, our operating and financial performance, strategy, and products. We welcome input from our shareholders and are committed to maintaining an active dialogue and soliciting feedback on our efforts.

I hope this first-ever message from the Lead Independent Director has been informative and useful to you. I join my fellow board members and the management team in thanking you for your continued support of and investment in Facebook.

Sincerely,

Robert M. Kimmitt