Meta
At Meta, one man decides every shareholder vote. Mark Zuckerberg holds 99.8% of the ten-vote Class B shares, 60.8% of all voting power. He elects the board that oversees him, and he chairs it.
Who controls the vote
Share of total voting power, as printed in the proxy's ownership table.
On a small screen, swipe sideways across the painting.
Who holds which key
- Mark Zuckerberg60.8% of the vote · founder, chair & CEO
- Elect the board
- Remove a director
- Approve a merger or sale · with the board
- Amend the charter · with the board
- Decide shareholder votes
- The board12 nominees, 11 independent · chaired by the CEO
- Hire and fire the CEO
- Set executive pay
- Call a special meeting · shareholders cannot
- BlackRock · Fidelity2.8% + 2.4% of the vote
No key of their own.
- All other shareholdersabout a third of the vote, and no key
No key of their own.
From the filing
| Class B votes per share | 10 | “342,377,716 shares of Class B common stock outstanding ... Holders of our Class B common stock are entitled to ten votes for each share” |
|---|---|---|
| Zuckerberg's voting power | 60.8% | “Mark Zuckerberg(2) 639,347 * 341,823,978 99.8 60.8” |
| Who he answers to | A board he elects and chairs | “is able to exercise voting rights with respect to a majority of the voting power of our outstanding capital stock and therefore has the ability to control the outcome of all matters submitted to our stockholders for approval, including the election of directors” |
| Director elections | Plurality | “directors will be elected by a plurality of the votes of the shares of our Class A common stock and Class B common stock (voting together as a single class)” |
| Sunset on the ten-vote shares | None | “Transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock, subject to limited exceptions [10-K]” |
| Special meetings | Shareholders cannot call one | “only our board chair, our chief executive officer, our president, or a majority of our board of directors are authorized to call a special meeting of stockholders [10-K]” |