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Facebook Investors Begin to Revolt Against Mark Zuckerberg

Too bad the C.E.O. controls nearly 60% of Facebook's voting power.
Mark Zuckerberg stands with a French flag in the background.
By Aurelien Meunier/Getty Images.

Facebook C.E.O. Mark Zuckerberg has a lot of control over the company he runs—and the tech giant's investors aren't happy about it. As Facebook continues to slog through a series of crises from the Cambridge Analytica scandal to looming antitrust investigations, shareholders signaled their displeasure with the C.E.O.'s outsized influence through a series of votes at a recent shareholder meeting. A majority of independent investors voted to dethrone Zuckerberg as the company's board chairman and overhaul a voting structure that gives Facebook execs significantly more voting power than outside investors. That same voting structure, however, meant that no matter how the independent shareholders voted, Zuckerberg isn't about to step down from the Facebook board anytime soon.

According to an analysis of U.S. Securities and Exchange Commission data by the activist shareholder organization Open MIC, 68% of outside investors voted during the May 30 meeting for Facebook to separate the board chairman role from the C.E.O., up from 51% who voted on a similar proposal last year. An even more overwhelming majority, 83%, voted to implement a “one share, one vote” system at Facebook, replacing the dual-class structure that's now in place. Under the current structure, Class A voters receive only one vote per share, while Class B voters—which consist of the company's management and directors—receive 10 votes per share. This means that Zuckerberg, the company's majority shareholder who holds 75% of Facebook's Class B stock, controls 58% of Facebook's vote. “It is unwise to have so much power concentrated in one person,” Jonas Kron, Senior Vice President of activist shareholder firm Trillium Asset Management, reportedly said in an address at the meeting. “Let us not miss this opportunity to make a simple, yet powerful change that would go a long way towards creating a successful future.”

Of course, Zuckerberg's majority vote means that the C.E.O. can automatically kill any Facebook vote he doesn't agree with—like, for instance, an attempt to limit his power. So naturally the votes were still struck down, as Zuckerberg and his colleagues used their significant voting influence to overwhelm the independent shareholders' will. Facebook has insisted that Zuckerberg's control over the company isn't actually the problem the investors make it out to be, saying in a recent S.E.C. filing the board believes having Zuckerberg as both chairman and C.E.O. “is the most effective leadership model.” “We do not believe that requiring the Chair to be independent will provide appreciably better direction and performance, and instead could cause inefficiency in board and management function and relations,” the company claimed. Yet as the shareholder meeting votes show, Facebook's investors aren't buying that explanation. “Mark Zuckerberg and the Facebook board need to listen to the company’s shareholders,” Open MIC Executive Director Michael Connor said in a statement. “Arrogance is not a substitute for good corporate governance.”

The Facebook investors' growing frustration with Zuckerberg doesn't exactly come as a surprise, as the Cambridge Analytica scandal has spurred a tidal wave of scrutiny against Facebook—and likely a hefty fine from the Federal Trade Commission. Facebook shares tumbled even further in the days after the shareholder meeting, as it was revealed that both the F.T.C. and House Judiciary Committee will be ramping up their antitrust oversight over Facebook and other tech companies. And things aren't too rosy internally at Facebook either: Business Insider reported Tuesday that Facebook is conducting an investigation into the security firm it contracts from in Silicon Valley, which is related to allegations of financial irregularities and security workers creating a hostile work environment. Zuckerberg's own personal security chief has also recently been separately suspended over allegations of sexual harassment and making racist remarks toward Zuckerberg's wife, Pricilla Chan.

Facebook's ever-increasing problems stem from a variety of sources, from its contract security firm to Washington D.C.'s sudden readiness to take on Big Tech. But even outside of Facebook's shareholder meeting, there seems to be a growing appetite to hold Zuckerberg personally accountable for Facebook's misdeeds. Federal regulators have reportedly been considering whether to hold Zuckerberg personally liable for the company's failings, citing Zuckerberg's influence over the company as its C.E.O., chairman, and majority shareholder. “Given Mr. Zuckerberg’s deceptive statements, his personal control over Facebook, and his role in approving key decisions related to the sharing of user data, the F.T.C. can and must hold Mr. Zuckerberg personally responsible for these continued violations,” Sen. Ron Wyden wrote in an April letter to the F.T.C. Short of a government-imposed check on Zuckerberg's power, though, the C.E.O.'s ability to overrule his shareholders proves that any change to Zuckerberg's current reign will have to come from the head honcho himself. “Nothing is going to change unless Zuckerberg is willing to loosen his grip,” Natasha Lamb, Managing Partner and Portfolio Manager at Arjuna Capital, said in a statement. “He holds the keys to the castle, but he can’t fix Facebook alone.”

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