ps my guess is that CZI is Chan Zuckerberg so they’ve pretty well covered the waterfront–
NOTICE OF ACTION TAKEN BY WRITTEN CONSENT BY HOLDERS OF A MAJORITY OF THE AGGREGATE VOTING POWER OF ALL OUTSTANDING SHARES OF CAPITAL STOCK OF FACEBOOK, INC.
To Our Stockholders:The enclosed information statement (the “Information Statement”) is being distributed to the holders of record, as of the close of business on June 22, 2020 (the “Record Date”), of the Class A common stock and the Class B common stock of Facebook, Inc. (the “Company”).The purpose of the Information Statement is to inform you of action taken by holders of a majority of the voting power of the outstanding shares of capital stock of the Company to amend and restate the Company’s Restated Certificate of Incorporation (the “Charter”). On the Record Date, the Consenting Stockholders (as defined below) delivered to the Company a written consent (the “Written Consent”) to amend and restate the Charter to implement certain amendments thereto (the “Charter Amendments”). The Written Consent was delivered to the Company by the Consenting Stockholders in connection with the Stipulated Order for Civil Penalty, Monetary Judgment, and Injunctive Relief, dated as of April 23, 2020, in Case No. 19-cv-2184 before the United States District Court for the District of Columbia and the U.S. Federal Trade Commission’s Order Modifying Prior Decision and Order, dated as of April 27, 2020, in FTC Docket No. C-4365 (the “Order”).
As required by the Order, the Company has established an independent Privacy Committee of the Board of Directors of the Company (the “Board” and, such committee, the “Privacy Committee”). The Board has adopted a written charter for the Privacy Committee, which is available on our website at http://investor.fb.com/governance.cfm. The Order also requires the Company to, among other things, implement the Charter Amendments.The “Consenting Stockholders” are, collectively, The Mark Zuckerberg Trust dated July 7, 2006? Chan Zuckerberg Initiative Foundation? The Mark Zuckerberg 2014 GRATNo. 3 dated May 8, 2014? and CZI Holdings, LLC.
As of the close of business on the Record Date, the Consenting Stockholders together owned 4,181,831 shares of the Company’s Class Acommon stock and 363,588,585 shares of the Company’s Class B common stock, representing approximately 53.1% of the voting power of the outstanding shares of capital stock of the Company, on a combined basis.The Charter Amendments provide that, for so long as the Order remains in effect, (i) no director serving on the Privacy Committee (any such director, a “Privacy Committee Delegate”), may be removed solely for reasons related to actions taken in good faith in furtherance of such Privacy Committee Delegate’s duties as a member of the Privacy Committee as set forth in the Order (a “Privacy Reason”), except by the affirmative vote of the holders of at least two-thirds of the voting power of the then-outstanding shares of the capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class, and (ii) no Privacy Committee Delegate may be removed for reasons other than a Privacy Reason with the intent to circumvent the requirements of the foregoing clause (i), except by the affirmative vote of the holders of at least two-thirds of the voting power of the then-outstanding shares of the capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class.
Whad'ya Know? 