At annual meeting, Facebook stockholders to propose changes

The company's second-annual stockholder gathering will feature an agenda of gripes and changes as suggested by shareholders.

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James Martin/CNET

Let the nitpicking begin. In less than two months, Facebook shareholders will gather to propose changes to the status quo around everything from the social network's political contributions to advertising practices.

Facebook will hold its second-annual shareholder meeting on May 22 at the Sofitel San Francisco Bay, according to a proxy statement filed Monday with the Securities and Exchange Commission. This year's gathering will include typical fare such as board member elections, but will mark the first time that stockholders are able to put their own proposals up for vote.

The 2014 agenda includes five proposals from groups of shareholders who are going through official channels to mandate attention for various causes such as childhood obesity and equal voting rights. Facebook is, as expected, recommending that shareholders vote against each of the outside initiatives.

Facebook went public on May 18, 2012, and held its first shareholder meeting on June 11, 2013. Though the social network's stock was in a major slump at the time -- shares were trading in the mid-$20 range -- the meeting proved a relatively tame affair, save for a handful of complaints from individuals who used the forum to ask questions on how to use the social-networking site.

With shareholders now able to lobby for adjustments, the 2014 meeting will include proposals such as the one from childhood nutrition advocates who want Facebook to evaluate the financial risk of food-related advertising directed at youth given mounting public concern around childhood obesity. The topic is a hot one in the US particularly with first lady Michelle Obama advocating for reform.

Separately, NorthStar Asset Management is asking Facebook to disclose more specifics around its political contributions. Facebook's quarterly lobbying expenses in the US are part of public record, but the group is requesting that Facebook report, on a quarterly basis, political contributions and funds spent on campaigns when expenses are not aligned with defined company values.

Another proposal puts forth a recapitalization plan that would require Facebook to give one vote per share for all outstanding stock. Currently, holders of Facebook's Class B stock, a special stock type for company insiders, are given 10 votes per share while Class A stock holders get one vote per share. The idea behind the proposal is to give each share an equal vote, which would shake up voting power among board members and insiders. As it stands, Facebook chief Mark Zuckerberg holds 61.6 percent of voting rights, which essentially gives him unfettered control of his company.

Though officially on the agenda and up for vote, the proposals are relatively typical fodder for public company shareholder gatherings and aren't expected to pass as they will require a majority of Facebook's shareholders to vote in favor of them.

The proxy statement filed Monday also comes with a detailed accounting of executive and board member compensation. As previously disclosed, Zuckerberg reduced his salary to $1 in 2013. The CEO's total compensation package for 2013 came in at $653,165 due to expenses around his personal use of chartered planes.

Facebook shares closed Monday at $60.24, down from highs in the $70s earlier in March. Much of the stock's recent depreciation has come following the social network's announcement to acquire virtual-reality company Oculus for $2 billion plus incentives.

 

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