In an effort to balance his philanthropic ambitions with his desire for long-term control of the company he created, Mark Zuckerberg on Monday approved a complicated and savvy restructuring of Facebook stock that will allow him to give away his fortune to charity without losing his majority ownership of the social network.
At his company's shareholder meeting, Zuckerberg used his 54 percent voting power over Facebook to approve "Proposal 7," a Wall Street magic trick that will create and distribute new shares of non-voting Facebook stock to all shareholders. This maneuver will allow individuals who hold Facebook's all-powerful B Class voting shares, most specifically Zuckerberg, to sell of portions of their social networking fortune without diluting their influence over the company.
The restructuring works like this: Facebook will introduce a new C Class of shares that hold no voting power. Two of those shares will be given to shareholders for every single share they own of A Class or B Class stock. The restructuring was negotiated by Zuckerberg and a special committee within Facebook.
"The Special Committee believes will help ensure that our capital structure will continue to provide us with these critical benefits, including Mr. Zuckerberg's leadership, creative vision, and management abilities, even as Mr. Zuckerberg sells or transfers a significant number of his shares," the company said in its proxy statement.
However, in exchange for this restructuring, the special committee ensured there were some sacrifices on Zuckerberg's part. For starters, the multi-billionaire has agreed not to give up more than $1 billion of his shares each year for the next three years. More importantly, Zuckerberg has given up his right to hand-pick his successor, a power he previously held.
Additionally, Zuckerberg has agreed to forfeit his B Class shares and trade them in for A Class shares following a variety of situations that could occur in the long-term future. These include: Zuckerberg's death, a disability to Zuckerberg, his firing or his decision to leave the company. So if you're a Zuckerberg descendant -- looking at you, Max -- you will not be inheriting control of Facebook.
Facebook is not the first company to adopt such a restructuring. In fact, they are becoming more common. Google underwent a similar process two years ago, and just this April, Under Armour followed suit. Facebook's implementation of the restructuring, however, did not go without protest.
Speaking at the shareholder meeting, Christine Jantz from NorthStar Asset Management introduced a proposal that would have given an equal vote to each Facebook share. Jantz listed off a number of studies arguing that so much control in the hands of one shareholder lead to poor company performance in the long run.
"We believe that putting control of the company with market capitalization of a third of a trillion dollars in the hands of single individual is not the most responsible way to run our company," Jantz said.
Unfortunately for Jantz, her proposal was easily struck down by Zuckerberg while his was swiftly approved.