Mark Zuckerberg Will Face Another Vote to Split Chairman, CEO Roles
03 Dicembre 2019 - 5:29PM
Dow Jones News
By Dieter Holger
U.S state and city treasurers and investors are gearing up for
another fight to split Mark Zuckerberg's dual role as chairman and
chief executive of Facebook Inc. (FB).
On Tuesday, a group of shareholders who backed a resolution that
sought to split Mr. Zuckerberg's combined role earlier this year
have refiled for next year and named Wall Street firms that voted
against the proposal.
The vote in May drew support from 68% of independent
shareholders even though it failed, according to Trillium Asset
Management, a Boston-based sustainable investing firm. "Time has
shown the wisdom of the majority of Facebook's outside shareholders
in calling for an independent board chair," Trillium Senior Vice
President Jonas D. Kron said.
Mr. Zuckerberg can effectively block any resolution due to his
super voting shares, which grant 10 times the votes of average
shareholders. He held 57.7% of the voting power in May of this
year, down from 59.9% in 2018, according to Facebook's proxy filing
to the Securities and Exchange Commission.
He also enjoyed the support of large investment firms including
Morgan Stanley (MS), Charles Schwab Corp. (SCHW) and Fidelity
Investments, the group of investors said. Fidelity is the second
top investor in Facebook with 4.8% of outstanding shares, according
to FactSet.
Facebook didn't immediately respond to a request for comment.
Morgan Stanley and Fidelity also didn't immediately respond.
Charles Schwab declined to comment.
Money managers such as BlackRock Inc. (BLK), Vanguard Group and
JPMorgan Chase & Co. (JPM) supported the proposal. Vanguard and
BlackRock are among the top three investors in Facebook with a
combined 11.8% of outstanding shares, according to FactSet.
Splitting the roles of chairman and CEO has grown in popularity
among investors since it provides more independent oversight. A
2019 survey from PricewaterhouseCoopers found that 57% of directors
who sit on a board said it is difficult to voice dissent when the
chairman also holds the CEO role.
Among the Fortune 250, separating the chair and CEO roles was
the most popular proposal this year with 40 resolutions filed,
according to Proxy Monitor, a project of the right-leaning research
firm the Manhattan Institute.
"A company as vast and as powerful as Facebook should be
structured to ensure that there are appropriate checks and balances
between the board and management," said Connecticut Treasurer Shawn
T. Wooden.
Write to Dieter Holger at dieter.holger@wsj.com;
@dieterholger
(END) Dow Jones Newswires
December 03, 2019 11:14 ET (16:14 GMT)
Copyright (c) 2019 Dow Jones & Company, Inc.
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