Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 27, 2020, Facebook, Inc. (the "Company") held its annual meeting of stockholders via live audio webcast (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders voted on eleven proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 10, 2020, as supplemented on May 13, 2020 (collectively, the "Proxy Statement"). At the beginning of the Annual Meeting, there were 2,018,434,962 shares of Class A common stock and 397,890,205 shares of Class B common stock present or represented by proxy at the Annual Meeting, which represented 87.53% of the combined voting power of the shares of Class A common stock and Class B common stock entitled to vote at the Annual Meeting (voting together as a single class), and which constituted a quorum for the transaction of business. Holders of the Company's Class A common stock were entitled to one vote for each share held as of the close of business on April 3, 2020 (the "Record Date"), and holders of the Company's Class B common stock were entitled to ten votes for each share held as of the Record Date.
The stockholders of the Company voted on the following proposals at the Annual Meeting:
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1.
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To elect nine directors, each to serve until the next annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal.
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2.
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To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020.
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3.
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To approve the director compensation policy.
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4.
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A stockholder proposal regarding change in stockholder voting.
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5.
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A stockholder proposal regarding an independent chair.
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6.
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A stockholder proposal regarding majority voting for directors.
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7.
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A stockholder proposal regarding political advertising.
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8.
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A stockholder proposal regarding human/civil rights expert on board.
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9.
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A stockholder proposal regarding report on civil and human rights risks.
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10.
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A stockholder proposal regarding child exploitation.
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11.
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A stockholder proposal regarding median gender/racial pay gap.
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Nominee
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For
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Withheld
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Broker Non-Votes
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Peggy Alford
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5,545,359,996
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181,021,201
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271,656,222
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Marc L. Andreessen
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4,931,225,127
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795,156,070
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271,656,222
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Andrew W. Houston
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5,581,414,566
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144,966,631
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271,656,222
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Nancy Killefer
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5,701,752,186
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24,629,011
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271,656,222
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Robert M. Kimmitt
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5,554,387,050
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171,994,147
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271,656,222
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Sheryl K. Sandberg
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5,661,905,416
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64,475,781
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271,656,222
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Peter A. Thiel
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5,068,409,794
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657,971,403
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271,656,222
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Tracey T. Travis
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5,484,354,838
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242,026,359
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271,656,222
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Mark Zuckerberg
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5,571,675,787
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154,705,410
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271,656,222
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Each of the nine nominees for director was elected to serve until the next annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal.
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2.
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Ratification of Appointment of Independent Registered Public Accounting Firm
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For
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Against
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Abstentions
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5,939,922,762
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53,174,172
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4,940,485
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There were no broker non-votes on this proposal.
The stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020.
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3.
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Approval of the Director Compensation Policy
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For
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Against
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Abstentions
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Broker Non-Votes
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4,972,277,135
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748,471,801
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5,632,261
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271,656,222
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The stockholders approved the director compensation policy.
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4.
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Stockholder Proposal Regarding Change in Stockholder Voting
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For
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Against
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Abstentions
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Broker Non-Votes
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1,551,886,601
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4,165,237,742
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9,256,854
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271,656,222
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The stockholders did not approve the stockholder proposal regarding change in stockholder voting.
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5.
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Stockholder Proposal Regarding an Independent Chair
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For
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Against
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Abstentions
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Broker Non-Votes
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1,115,681,282
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4,602,492,213
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8,207,702
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271,656,222
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The stockholders did not approve the stockholder proposal regarding an independent chair.
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6.
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Stockholder Proposal Regarding Majority Voting for Directors
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For
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Against
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Abstentions
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Broker Non-Votes
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1,451,866,224
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4,266,036,982
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8,477,991
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271,656,222
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The stockholders did not approve the stockholder proposal regarding majority voting for directors.
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7.
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Stockholder Proposal Regarding Political Advertising
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For
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Against
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Abstentions
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Broker Non-Votes
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725,976,548
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4,975,556,045
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24,848,604
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271,656,222
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The stockholders did not approve the stockholder proposal regarding political advertising.
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8.
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Stockholder Proposal Regarding Human/Civil Rights Expert on Board
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For
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Against
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Abstentions
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Broker Non-Votes
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211,390,205
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5,490,616,374
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24,374,618
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271,656,222
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The stockholders did not approve the stockholder proposal regarding human/civil rights expert on board.
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9.
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Stockholder Proposal Regarding Report on Civil and Human Rights Risks
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For
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Against
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Abstentions
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Broker Non-Votes
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408,918,830
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5,293,964,911
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23,497,456
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271,656,222
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The stockholders did not approve the stockholder proposal regarding report on civil and human rights risks.
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10.
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Stockholder Proposal Regarding Child Exploitation
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For
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Against
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Abstentions
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Broker Non-Votes
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712,472,002
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4,921,399,311
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92,509,884
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271,656,222
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The stockholders did not approve the stockholder proposal regarding child exploitation.
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11.
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Stockholder Proposal Regarding Median Gender/Racial Pay Gap
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For
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Against
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Abstentions
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Broker Non-Votes
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490,540,308
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5,208,554,957
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27,285,932
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271,656,222
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The stockholders did not approve the stockholder proposal regarding median gender/racial pay gap.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number
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Exhibit Title or Description
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104
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Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)
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