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FACEBOOK INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

May 23, 2014

Item 5.07 Submission of Matters to a Vote of Security Holders. On May 22, 2014, Facebook, Inc. (the "Company") held its annual meeting of stockholders at the Sofitel San Francisco Bay located at 223 Twin Dolphin Drive, Redwood City, California 94065 (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders voted on seven proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 31, 2014 (the "Proxy Statement"). There were 1,630,637,448 shares of Class A common stock and 429,076,223 shares of Class B common stock present at the beginning of the Annual Meeting in person or by proxy, which represented 76.71% 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, 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 March 24, 2014 (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: 1.To elect eight directors, all of whom are currently serving on the Company's 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. 2.To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014. 3.A stockholder proposal regarding change in stockholder voting. 4.A stockholder proposal regarding lobbying expenditures. 5.A stockholder proposal regarding political contributions. 6.A stockholder proposal regarding childhood obesity and food marketing to youth. 7.A stockholder proposal regarding an annual sustainability report. The voting results for each of these proposals are detailed below. 1.Election of Directors Nominee For Withheld Broker Non-Votes Marc L. Andreessen 5,797,655,031 195,299,223 429,765,524 Erskine B. Bowles 5,945,215,302 47,738,952 429,765,524 Susan D. Desmond-Hellmann 5,960,315,861 32,638,393 429,765,524 Donald E. Graham 5,934,835,243 58,119,011 429,765,524 Reed Hastings 5,964,623,829 28,330,425 429,765,524 Sheryl K. Sandberg 5,650,263,084 342,691,170 429,765,524 Peter A. Thiel 5,972,880,935 20,073,319 429,765,524 Mark Zuckerberg 5,650,907,180 342,047,074 429,765,524



Each of the eight 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.Ratification of Appointment of Independent Registered Public Accounting Firm

For Against Abstentions 6,384,751,471 31,118,157 6,850,150 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, 2014. 3.Stockholder Proposal Regarding Change in Stockholder Voting



For Against Abstentions Broker Non-Votes 1,028,379,452 4,941,926,221 22,648,581 429,765,524

The stockholders did not approve the stockholder proposal regarding a change in stockholder voting. 4.Stockholder Proposal Regarding Lobbying Expenditures

For Against Abstentions Broker Non-Votes 475,923,701 5,336,206,217 180,824,336 429,765,524

The stockholders did not approve the stockholder proposal regarding lobbying expenditures. 5.Stockholder Proposal Regarding Political Contributions

For Against Abstentions Broker Non-Votes 33,270,856 5,906,392,724 53,290,674 429,765,524

The stockholders did not approve the stockholder proposal regarding political contributions. 6.Stockholder Proposal Regarding Childhood Obesity and Food Marketing to Youth

For Against Abstentions Broker Non-Votes 44,327,022 5,734,903,806 213,723,426 429,765,524

The stockholders did not approve the stockholder proposal regarding childhood obesity and food marketing to youth. 7.Stockholder Proposal Regarding an Annual Sustainability Report

For Against Abstentions Broker Non-Votes 340,378,446 5,458,128,003 194,447,805 429,765,524

The stockholders did not approve the stockholder proposal regarding an annual sustainability report.

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Source: Edgar Glimpses


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