Facebook Shareholders Seek Better Oversight


Facebook Shareholders Seek Better Oversight

Boston, MA (May 23, 2019) – Amid company controversy, shareholders at the May 30th Facebook annual meeting will ask that Mark Zuckerberg hand over his oversized control of the company and create a governance structure allowing all shareholders one vote per share.

At Facebook, two shares of stock exist – ordinary shares with one vote (class A), and insider shares with 10 votes per share (class B). Critics of dual-class voting structures point out that it would be essentially impossible for class A shareholders to “outvote” the founders, even on significant or concerning matters. NorthStar’s shareholder proposal asks the board to “take all practicable steps in its control to initiate and adopt a recapitalization plan for all outstanding stock to have one vote per share.”

The proposal, brought by NorthStar Asset Management, Inc. of Boston, received an estimated support of 81% of outsider class A shareholders at the 2018 annual meeting.

“We’ve brought this proposal year after year because the source of Facebook’s poor corporate governance is the share structure. Shareholders and the Board are powerless due to Zuckerberg’s outsized voting rights,” explained NorthStar Asset Management, Inc. CEO Julie Goodridge.

“Through these shareholder resolutions each year, common shareholders have repeatedly shown concern regarding management’s super-voting rights, and this year’s proposal is timely given the seemingly endless string of issues at Facebook,” stated NorthStar’s Director of Shareholder Activism and Engagement, Mari Schwartzer.

NorthStar argues that the controversies following Facebook are rooted in how insulated from criticism the CEO and board have become, thanks to the dual-class share structure. “The company has faced serious allegations – from data privacy scandals to being implicated in human rights abuses in Myanmar and India, but shareholders have no way to address controversy through their voting rights. This puts our investment at risk,” continued Goodridge. “Critics are calling for the company to be split up or for Zuckerberg to step down. Yet if he did resign, shareholders would suddenly be faced with a disgruntled founder with majority voting power – and that could be dangerous for the company.”

NorthStar has filed a voluntary exempt solicitation with the SEC to urge shareholder support. Find it on the SEC’s website at the following link: NorthStar’s Facebook exempt solicitation.

NorthStar Asset Management, Inc. is a wealth management company based in Boston with a focus on socially responsible investing.  At NorthStar, creative shareholder engagement is a positive force for change.


Contact: Julie Goodridge

NorthStar Asset Management, Inc.

Boston, Massachusetts





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