Facebook maintains three-year vote on Say on Pay vote, despite doubts from outside investors

By Ross Kerber and Katie Paul

BOSTON/ SAN FRANCISCO (Reuters) – Facebook Inc.'s investors will only be voting on the pay of general manager Mark Zuckerberg every three years, not annually, as most outside shareholders would like, according to a Monday's record of votes. the largest social media company in the world, following its annual meeting last week.

The result represents a further victory for Zuckerberg and his fellow officers and directors, who control approximately 58% of Facebook 's voting rights through their holding of a special clbad of shares that feature. ten times the voting power of standard shares.

The imbalance of voices means that Zuckerberg, who co-founded Facebook in his dormitory at Harvard University, was able to resist change even as his company was under investor pressure for data privacy and its role in the elections, which attracted the attention of the regulators.

Most publicly traded US companies allow shareholders to cast advisory votes on the compensation of their top executives, known as the "say on pay" vote, but the frequency of this vote is not fixed.

On a number of options, 4.4 billion votes were cast to submit the pay of Zuckerberg and other senior leaders to an advisory vote every three years, while 1.2 billion votes were voiced in favor of an annual advisory vote, according to a regulatory report made by Facebook on Monday.

Assuming that the roughly 4 billion votes controlled by Zuckerberg and other officers and directors support the three-year option, as recommended by the company, this means that nearly three-quarters of outside shareholders want an annual vote. Such enumeration would likely result in a change in most US companies.

A representative of Facebook declined to comment. The last company held a vote "say on pay" in 2016 and will vote soon on the frequency of votes in 2025.

Other measures proposed to give more powers to shareholders were also rejected, which again shows the influence of insiders.

Trillium Asset Management's proposal to establish an independent chairman of the Board of Directors garnered about two-thirds of outside badistance, compared to about half of a similar proposal in 2017, according to Trillium. This was not yet enough to defeat the power of insiders who had presumably followed the company's recommendation against the proposal.

"The last two years of endless revelations, controversies and damaging faux pas, badociated with a dramatic loss of confidence in society and the realization that it was unwise to concentrate so much power on one person, have led to this vote, "said Trillium Senior Vice President Jonas Kron.

The majority of votes cast outside was in fact favorable to the remuneration of Facebook executives during this year's vote. Zuckerberg, whose net worth is about $ 61 billion according to Forbes.com, earned $ 1 last year, plus $ 22.6 million in other compensation, mostly for security.

(Report by Ross Kerber in Boston and Katie Paul in San Francisco, edited by Bill Rigby)