Facebook Plan Lets Zuckerberg Sell Stock, Keep Voting Control

Facebook shareholders will vote Monday on a proposal that would enable co-founder and CEO Mark Zuckerberg to sell stock while maintaining his ironclad control of the company. The vote is largely symbolic — Facebook’s board has signed off on the change, Zuckerberg is expected to vote in favor and he effectively has final say. But the move highlights the debate over whether publicly traded technology companies should be governed by shareholders or insiders. Silicon Valley’s philosophy can be summed up as this: Founders know best. The Menlo Park company has long had a dual-class share structure which means that some insiders — chiefly Zuckerberg — are more equal than others when it comes to corporate votes. Monday’s proposal adds shares with no voting power whatsoever. Those who hold Class A stock have one vote per share, while Class B shareholders have 10 votes per share. New Class C shares will have no votes. Zuckerberg, who will receive Class C shares alongside other investors through a one-time dividend, will be able to sell them without affecting his voting power. The move would give Facebook a structure similar to Alphabet Inc. Google’s parent company began issuing Class C shares in 2014, cementing co-founders Larry Page and Sergey Brin’s control.