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FB > SEC Filings for FB > Form 8-K on 13-Jun-2013All Recent SEC Filings

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Form 8-K for FACEBOOK INC


13-Jun-2013

Submission of Matters to a Vote of Security Holders


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.


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