Facebook board rejects proposal to curb Zuckerberg’s powers


Facebook Inc. rejected two proposals intended to diminish Chief Executive Officer Mark Zuckerberg’s control over the company, an expected though disappointing outcome for those worried about the CEO’s power.

The board Wednesday turned down a proposal to replace Zuckerberg as chairman with an independent representative. Zuckerberg, who has served as chairman since 2012, controls about 58% of the voting shares, according to a regulatory filing.

During Facebook’s annual meeting, the board also rejected a proposal to eliminate the special class of super-voting shares that gives Zuckerberg a controlling stake in the company.

Under the plan, investors would have been awarded one vote per share. The Zuckerberg-controlled board has rejected similar motions in years past.

While not surprising, the votes are likely to frustrate shareholders who argue Zuckerberg has too much power at a time Facebook needs more independent oversight to address its regulatory threats, privacy scandals and public controversies.

Facebook also agreed to reappoint its current slate of board directors including Chief Operating Officer Sheryl Sandberg and Palantir Technologies Inc. co-founder Peter Thiel.