Mark Zuckerberg Will Face Another Vote to Split Chairman, CEO Roles

Envoyer par e-mail
12/03/2019 | 05:14 pm
Mark Zuckerberg


By Dieter Holger





U.S state and city treasurers and investors are gearing up for another fight to split Mark Zuckerberg's dual role as chairman and chief executive of Facebook.



On Tuesday, a group of shareholders who backed a resolution that sought to split Mr. Zuckerberg's combined role earlier this year have refiled for next year and named Wall Street firms that voted against the proposal.



The vote in May drew support from 68% of independent shareholders even though it failed, according to Trillium Asset Management, a Boston-based sustainable investing firm. "Time has shown the wisdom of the majority of Facebook's outside shareholders in calling for an independent board chair," Trillium Senior Vice President Jonas D. Kron said.



Mr. Zuckerberg can effectively block any resolution due to his super voting shares, which grant 10 times the votes of average shareholders. He held 57.7% of the voting power in May of this year, down from 59.9% in 2018, according to Facebook's proxy filing to the Securities and Exchange Commission.



He also enjoyed the support of large investment firms including Morgan Stanley, Charles Schwab Corp. (SCHW) and Fidelity Investments, the group of investors said. Fidelity is the second top investor in Facebook with 4.8% of outstanding shares, according to FactSet.



Facebook didn't immediately respond to a request for comment. Morgan Stanley and Fidelity also didn't immediately respond. Charles Schwab declined to comment.



Money managers such as BlackRock, Vanguard Group and JPMorgan Chase & supported the proposal. Vanguard and BlackRock are among the top three investors in Facebook with a combined 11.8% of outstanding shares, according to FactSet.



Splitting the roles of chairman and CEO has grown in popularity among investors since it provides more independent oversight. A 2019 survey from PricewaterhouseCoopers found that 57% of directors who sit on a board said it is difficult to voice dissent when the chairman also holds the CEO role.



Among the Fortune 250, separating the chair and CEO roles was the most popular proposal this year with 40 resolutions filed, according to Proxy Monitor, a project of the right-leaning research firm the Manhattan Institute.



"A company as vast and as powerful as Facebook should be structured to ensure that there are appropriate checks and balances between the board and management," said Connecticut Treasurer Shawn T. Wooden.





Write to Dieter Holger at dieter.holger@wsj.com; @dieterholger





Envoyer par e-mail