“I plan on running and being involved in Facebook for a very long time,” Mark Zuckerberg assured investors at Facebook’s (FB) annual meeting on Monday.
Shareholders voted on 13 proposals, in a mostly ceremonial display since Zuckerberg currently has 53.8% of the total outstanding voting power (60% if you include a voting proxy from co-founder Dustin Moskovitz).
The major change is a three-for-one stock split shareholders approved on Monday. The company has had a dual class structure since inception, but now it’s adding class “C” shares — a third class of non-voting capital stock.
Facebook plans to issue two new shares of class “C” as a one-time dividend for each share of current outstanding class “A” and class “B” (or “supervoting) shares. Class "A" shares are what everyday investors own. Currently, only company insiders may obtain class "B" shares — shareholders are entitled to 10 votes per share.
Here’s the bottom line: This is just another way for Zuckerberg to retain control over the company he built. With the introduction of class “C” shares, he’s able to retain voting rights while still giving away 99% of his shares during his lifetime to set up the Chan Zuckerberg Initiative (which has the mission of “helping cure all diseases by the end of the century”).
Zuckerberg, did, however, make a few concessions before getting the reclassification plan board-approved. Most saliently, all his class “B” shares will automatically convert to shares of class “A” three years after he dies or one year after he’s fired or resigns. And, before the introduction of class “C” shares, Zuckerberg had the authority to appoint his successor by name.
Now, with the non-voting shares, Zuckerberg is trading in future control for his present sovereignty.
Zuckerberg’s move takes a cue from Alphabet (GOOGL), which has also added non-voting class “C” shares. The company's shareholders tried to object to the restructuring, with 180 million voting for equal voting rights back in 2014. However, Google founders Sergey Brin and Larry Page had a 55.7% voting majority — or 551 million votes — and easily passed the class “C” proposal.
Of course, not everyone is enthusiastic about Facebook’s decision to make this move, which further solidifies Zuckerberg’s control of the company while he’s still there.
In a note to clients, RBC Capital Markets analyst Mark Mahaney said he’s not thrilled about the move: “We’re generally not in favor of these structures. We always prefer the one share one vote approach. But there is plenty of precedent for these structures across technology and media, and we’re definitely in favor of engaged founders staying, er, engaged.”
Meanwhile, Christine Jantz of Northstar Asset Management (NSAM) — which has $5.4 million of Facebook’s Class A shares — aired her grievances during the Q&A portion of the meeting. She said it seems counterintuitive for a company with a mission of opening up global communication to strip shareholders of their rightful say.
But ultimately naysayers’ efforts are futile, as Zuckerberg wields overwhelming control over the company. Many people would argue that, if you’re an investor in Facebook, you’re really just investing in Mark Zuckerberg and his vision.