Facebook Investors Back Return of Board, New Non-Voting Shares

Why Zuckerberg Issued a New Class of Facebook Shares

Facebook Inc. shareholders re-elected all eight members of the social network’s board, including Peter Thiel, the investor backing a controversial lawsuit against Gawker Inc.

At the company’s annual shareholders meeting on Monday, investors also approved the creation of non-voting shares that would allow co-founder Mark Zuckerberg to sell or give away much of his Facebook stock while retaining control of the company.

Both proposals were expected to pass, given that Zuckerberg already has majority control of the company. Chief Operating Officer Sheryl Sandberg had earlier said Thiel was likely to remain on the board because his feud with Gawker was personal and didn’t involve Facebook. One shareholder spoke out to protest the new share structure, saying it wasn’t responsible to have one person having the most say in the company’s direction.

“It will continue to become impossible for outside shareholders to have any input on company decisions,” said Christine Jantz of Northstar Asset Management, which owns $5.4 million in Facebook common stock. “We are very concerned about governance risks.”

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