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

On June 24, 2012, the Board of Directors (the "Board") of Facebook, Inc. (the "Company") appointed Sheryl K. Sandberg, the Company's Chief Operating Officer, as a member of the Board.

There is no arrangement or understanding with any person pursuant to which Ms. Sandberg was appointed as a director. Ms. Sandberg will not receive compensation for her service as a director.

In satisfaction of the disclosure required by Item 404(a) of Regulation S-K, the Company hereby incorporates by reference certain transactions described in the sections entitled "Equity Awards, Employment Agreements and Offer Letters," "Indemnification Agreements," and "Commercial Agreements" under the heading "Related Party Transactions" in the Company's Registration Statement on Form S-1 (File No. 333-179287), as originally filed with the Securities and Exchange Commission on February 1, 2012, as subsequently amended.

---