Facebook 2015 Proxy Statement - Proxyvote.com

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1601 Willow Road Menlo Park, California 94025

April 24, 2015

To Our Stockholders: You are cordially invited to attend the 2015 Annual Meeting of Stockholders (Annual Meeting) of Facebook, Inc. to be held at the Santa Clara Marriott, located at 2700 Mission College Boulevard, Santa Clara, California 95054, on June 11, 2015, at 11:00 a.m. Pacific Time. The matters expected to be acted upon at the meeting are described in detail in the accompanying Notice of Annual Meeting of Stockholders and proxy statement. You may cast your vote over the Internet, by telephone, or by completing and returning the enclosed proxy card in the postage-prepaid envelope to ensure that your shares will be represented. Your vote by proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend in person. Returning the proxy does not deprive you of your right to attend the meeting and to vote your shares in person. We look forward to seeing you at the meeting.

Mark Zuckerberg Chairman and Chief Executive Officer Menlo Park, California

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 11, 2015: THIS PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE AT

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Facebook, Inc. 1601 Willow Road Menlo Park, California 94025

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 11, 2015 To Our Stockholders: NOTICE IS HEREBY GIVEN that the 2015 Annual Meeting of Stockholders of Facebook, Inc. will be held at the Santa Clara Marriott, located at 2700 Mission College Boulevard, Santa Clara, California 95054, on June 11, 2015, at 11:00 a.m. Pacific Time, for the following purposes: 1. To elect eight directors, all of whom are currently serving on our board of 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. Marc L. Andreessen Erskine B. Bowles Susan D. Desmond-Hellmann Reed Hastings Jan Koum Sheryl K. Sandberg Peter A. Thiel Mark Zuckerberg 2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2015. 3. To re-approve the Internal Revenue Code of 1986, as amended (Code), Section 162(m) limits of our 2012 Equity Incentive Plan to preserve our ability to receive corporate income tax deductions that may become available pursuant to Section 162(m) of the Code. 4. To consider and vote upon three stockholder proposals, if properly presented. 5. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. The foregoing items of business are more fully described in the proxy statement accompanying this Notice. Only stockholders of record at the close of business on April 13, 2015 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. By Order of the Board of Directors,

Mark Zuckerberg Chairman and Chief Executive Officer Menlo Park, California Whether or not you expect to attend the Annual Meeting, please vote via the Internet, by telephone, or complete, date, sign, and promptly return the accompanying proxy in the enclosed postage-paid envelope so that your shares may be represented at the meeting. 3

TABLE OF CONTENTS

Questions and Answers about the Proxy Materials and the Annual Meeting

Page No. 5

Executive Officers, Directors, and Corporate Governance

10

Executive Compensation

18

Report of the Compensation Committee

34

Security Ownership of Certain Beneficial Owners and Management

35

Related Party Transactions

39

Report of the Audit Committee

40

Section 16(a) Beneficial Ownership Reporting Compliance