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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Meta Platforms Inc | NASDAQ:META | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
8.77 | 2.04% | 438.94 | 438.79 | 438.96 | 439.06 | 427.11 | 428.64 | 9,308,660 | 18:43:47 |
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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20-1665019
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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Class A Common Stock, $0.000006 par value
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The NASDAQ Stock Market LLC
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(Title of each class)
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(Name of each exchange on which registered)
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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||
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Name
|
|
Age
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|
Position(s)
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Mark Zuckerberg
|
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31
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Chairman and Chief Executive Officer
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Sheryl K. Sandberg
|
|
46
|
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Chief Operating Officer and Director
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David M. Wehner
|
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47
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Chief Financial Officer
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Christopher K. Cox
|
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33
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Chief Product Officer
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David B. Fischer
|
|
43
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Vice President, Business and Marketing Partnerships
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Mike Schroepfer
|
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41
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Chief Technology Officer
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Colin S. Stretch
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46
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Vice President and General Counsel
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Marc L. Andreessen
(1)(2)
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44
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Director
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Erskine B. Bowles
(1)
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70
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Director
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Susan D. Desmond-Hellmann
*(1)
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58
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Director
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Reed Hastings
(2)
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55
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Director
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Jan Koum
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40
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Director
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Peter A. Thiel
(2)
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48
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Director
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*
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Lead Independent Director
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•
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selecting the independent registered public accounting firm to audit our financial statements;
|
•
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ensuring the independence of the independent registered public accounting firm;
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•
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discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and that firm, our interim and year-end operating results;
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•
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developing procedures to enable submission of anonymous concerns about accounting or auditing matters;
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•
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considering the adequacy of our internal accounting controls and audit procedures;
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•
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reviewing related party transactions;
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•
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reviewing our legal compliance risk exposures and program for promoting and monitoring compliance with applicable legal and regulatory requirements;
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•
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pre-approving all audit and non-audit services to be performed by the independent registered public accounting firm; and
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•
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overseeing our internal audit function.
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•
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evaluating the performance of our executive officers;
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•
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evaluating, recommending, approving and reviewing executive officer compensation arrangements, plans, policies and programs maintained by us;
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•
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administering our equity-based compensation plans and our annual bonus plan;
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•
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considering and making recommendations regarding non-employee director compensation;
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•
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considering and making recommendations to our board of directors regarding its remaining responsibilities relating to executive compensation;
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•
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developing and recommending corporate governance guidelines and policies;
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•
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overseeing the evaluation process for our board of directors and committees thereof;
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•
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reviewing and granting proposed waivers of the code of conduct for executive officers; and
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•
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advising our board of directors on corporate governance matters and board of director performance matters, including recommendations regarding the structure and composition of our board of directors and committees thereof.
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Item 11.
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Executive Compensation
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•
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Mark Zuckerberg, our founder, Chairman, and Chief Executive Officer (CEO);
|
•
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Sheryl K. Sandberg, our Chief Operating Officer (COO);
|
•
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David M. Wehner, our Chief Financial Officer (CFO)
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•
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Christopher K. Cox, our Chief Product Officer (CPO); and
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•
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Mike Schroepfer, our Chief Technology Officer (CTO).
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•
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attract the top talent in our leadership positions and motivate our executives to deliver the highest level of individual and team impact and results;
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•
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encourage our executives to model the important aspects of our culture, which include moving fast, being bold, communicating openly, focusing on impact, and building social value in the world;
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•
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ensure each one of our named executive officers receives a total compensation package that encourages his or her long-term retention;
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•
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reward high levels of performance with commensurate levels of compensation; and
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•
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align the interests of our executives with those of our stockholders in the overall success of Facebook by emphasizing long-term incentives.
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•
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high technology or media company;
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•
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key talent competitor;
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•
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minimum revenue of $4 billion; and/or
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•
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minimum market capitalization of $50 billion.
|
Adobe
|
Microsoft
|
Alphabet
|
Netflix
|
Amazon.com
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Qualcomm
|
Apple
|
salesforce.com
|
Cisco Systems
|
SAP
|
eBay
|
The Walt Disney Company
|
EMC
|
Twitter
|
LinkedIn
|
VMware
|
|
Yahoo!
|
Adobe
|
Microsoft
|
Alphabet
|
Netflix
|
Amazon.com
|
Qualcomm
|
Apple
|
salesforce.com
|
Cisco Systems
|
SAP
|
eBay
|
The Walt Disney Company
|
EMC
|
Twitter
|
LinkedIn
|
VMware
|
|
Yahoo!
|
•
|
base salary;
|
•
|
performance-based cash incentives; and
|
•
|
equity-based compensation in the form of RSUs.
|
Named Executive Officer
|
|
2015 Base Salary
|
||
Mark Zuckerberg
|
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$
|
1
|
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Sheryl K. Sandberg
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$
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700,000
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David M. Wehner
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$
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650,000
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Christopher K. Cox
|
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$
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625,000
|
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Mike Schroepfer
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$
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625,000
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Base Eligible Earnings ($)
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x
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Individual Bonus Target Percentage (%)
|
x
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Individual Performance Percentage (%)
|
x
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Company Performance Percentage (%)
|
=
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Individual Bonus Payout ($)
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|
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Performance Period
|
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Base Eligible Earnings ($)
(1)
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Individual Bonus Percentage (target bonus) (%)
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Individual Performance Percentage
(%) |
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Company Performance Percentage
(%) |
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Individual Bonus Payout ($)
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||
Sheryl K. Sandberg
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First Half 2015
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338,462
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75
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200
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110
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558,462
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Second Half 2015
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376,923
|
|
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75
|
|
200
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|
125
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706,731
|
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Total
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715,385
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1,265,193
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David M. Wehner
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First Half 2015
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315,385
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75
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125
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110
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325,240
|
|
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Second Half 2015
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350,000
|
|
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75
|
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100
|
|
125
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328,125
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Total
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665,385
|
|
|
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|
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653,365
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Christopher K. Cox
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First Half 2015
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302,885
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75
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200
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|
110
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499,760
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|
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Second Half 2015
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336,538
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|
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75
|
|
125
|
|
125
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394,381
|
|
|
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Total
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639,423
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|
|
|
|
|
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894,141
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Mike Schroepfer
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First Half 2015
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302,885
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|
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75
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|
125
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|
110
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312,350
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Second Half 2015
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336,538
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75
|
|
200
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|
125
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631,010
|
|
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Total
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639,423
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|
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943,360
|
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(1)
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Reflects actual earnings for 2015, which may differ from approved 2015 base salaries due to the effective dates of salary increases and the number of pay dates in the calendar year.
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•
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delivering equity values that are highly competitive when compared against those our Peer Group would grant to executives with similar responsibility;
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•
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each executive officer's individual performance assessment, the results and contributions delivered during the year, as well as the anticipated potential future impact of each individual executive;
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•
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the size and vesting schedule of existing equity grants in order to maximize the long-term retentive power of all additional grants; and
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•
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the size of each executive officer's total cash compensation (base salary plus cash bonus awards at target), which is generally lower than the cash compensation for executives with similar responsibilities at our Peer Group.
|
•
|
the compensation & governance committee is comprised solely of independent directors;
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•
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the compensation & governance committee conducts an annual review and approval of our compensation strategy with assistance from its independent compensation consultant, Compensia, including a review of our compensation-related risk profile to ensure that our compensation-related risks are not reasonably likely to have a material adverse effect on our company;
|
•
|
the compensation & governance committee retains discretion on bonus payouts to enable it to respond to unforeseen events and adjust bonus payouts as appropriate;
|
•
|
we do not offer post-employment benefits; and
|
•
|
our compensation philosophy and related governance features are complemented by several specific practices that are designed to align our executive compensation with long-term stockholder interests, including the following:
|
◦
|
our executives are subject to company-wide policies that prohibit hedging activities, the pledging of our securities as collateral for loans, and the shorting of our securities;
|
◦
|
we offer limited perquisites that are for business-related purposes or necessary for the security of our CEO and COO; and
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◦
|
our executives participate in broad-based company-sponsored health and welfare benefits programs on the same basis as our other full-time, salaried employees.
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Name and Principal Position
|
|
Fiscal Year
|
|
Salary ($)
(1)
|
|
Bonus ($)
(2)
|
|
Stock Awards ($)
(3)
|
|
All Other Compensation ($)
|
|
Total ($)
|
|||
Mark Zuckerberg
|
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2015
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1
|
|
—
|
|
|
—
|
|
|
5,037,840
(4)
|
|
|
5,037,841
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CEO
|
|
2014
|
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1
|
|
—
|
|
|
—
|
|
|
6,213,106
(4)
|
|
|
6,213,107
|
|
|
2013
|
|
1
|
|
—
|
|
|
—
|
|
|
3,300,452
(4)
|
|
|
3,300,453
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Sheryl K. Sandberg
|
|
2015
|
|
715,385
|
|
1,265,193
|
|
|
15,465,667
|
|
|
1,252,724
(5)
|
|
|
18,698,969
|
COO
|
|
2014
|
|
592,885
|
|
624,204
|
|
|
14,332,313
|
|
|
—
|
|
|
15,549,402
|
|
|
2013
|
|
384,423
|
|
603,967
|
|
|
15,158,758
|
|
|
—
|
|
|
16,147,148
|
David M. Wehner
(6)
|
|
2015
|
|
665,385
|
|
653,365
|
|
|
15,465,667
|
|
|
9,000
|
|
|
16,793,417
|
CFO
|
|
2014
|
|
418,051
|
|
535,077
|
|
|
11,024,750
|
|
|
9905
|
|
|
11,987,783
|
Christopher K. Cox
(7)
|
|
2015
|
|
639,423
|
|
894,141
|
|
|
10,310,705
|
|
|
9,500
|
|
|
11,853,769
|
CPO
|
|
2014
|
|
533,654
|
|
898,991
|
|
|
11,024,750
|
|
|
12750
|
|
|
12,470,145
|
Mike Schroepfer
|
|
2015
|
|
639,423
|
|
943,360
|
|
|
10,310,705
|
|
|
9,140
|
|
|
11,902,628
|
CTO
|
|
2014
|
|
535,577
|
|
979,021
|
|
|
11,024,750
|
|
|
9,164
|
|
|
12,548,512
|
|
|
2013
|
|
352,060
|
|
358,764
|
|
|
11,842,776
|
|
|
4,683
|
|
|
12,558,283
|
(1)
|
Reflects actual earnings for 2015, 2014, and 2013, which may differ from approved 2015, 2014, and 2013 base salaries due to the effective dates of salary increases.
|
(2)
|
The amounts reported in the bonus column represent discretionary bonuses earned pursuant to our Bonus Plan. For more information about our executive officers’ discretionary bonuses, see “—Compensation Discussion and Analysis—Elements of Executive Compensation—Cash Bonuses” above.
|
(3)
|
Amounts reflect the aggregate grant date fair value of the RSUs of $78.07, $68.75, and $27.57 per share for 2015, 2014, and 2013, respectively, without regard to forfeitures, computed in accordance with ASC 718. This amount does not reflect the actual economic value realized by the named executive officer. The RSUs granted to Ms. Sandberg during 2015 provide for quarterly vesting based on continued employment over three years with a deferred vesting start date of November 15, 2017. The RSUs granted to Messrs. Cox and Schroepfer during 2015 provide for quarterly vesting based on continued employment over four years with deferred vesting start dates of February 15, 2017. One-fifth of the RSUs granted to Mr. Wehner during 2015 vested on February 15, 2016 and the remaining shares vest quarterly based on continued employment over four years.
|
(4)
|
The amounts reported include approximately $4,256,004, $5,602,652, and $2,647,288 in 2015, 2014, and 2013, respectively, for costs related to personal security for Mr. Zuckerberg at his residences and during personal travel pursuant to Mr. Zuckerberg’s overall security program. The amounts reported also include approximately $775,011, $610,454 and $650,164 in 2015, 2014, and 2013, respectively, for costs related to personal usage of private aircraft. For purposes of reporting the value of personal usage of private aircraft in this table, we use costs provided by the applicable charter company, which include passenger fees, fuel, crew and catering costs. For more information regarding Mr. Zuckerberg’s overall security program, as well as his personal usage of private aircraft, see “—Executive Compensation—Compensation Discussion and Analysis—Perquisites and Other Benefits.”
|
(5)
|
The amounts reported in 2015 reflect costs related to personal security measures for Ms. Sandberg described in “—Executive Compensation—Compensation Discussion and Analysis—Perquisites and Other Benefits.”
|
(6)
|
Mr. Wehner was not a named executive officer for 2013.
|
(7)
|
Mr. Cox was not a named executive officer for 2013.
|
Name
|
|
Grant Date
|
|
All Other Stock Awards: Number of Shares of Stock or Units (#)
|
|
Grant Date Fair Value of Stock Awards ($)
(1)
|
|||
Mark Zuckerberg
|
|
—
|
|
|
—
|
|
|
—
|
|
Sheryl K. Sandberg
|
|
3/16/2015
|
|
|
198,100
(2)
|
|
|
15,465,667
|
|
David M. Wehner
|
|
3/16/2015
|
|
|
198,100
(3)
|
|
|
15,465,667
|
|
Christopher K. Cox
|
|
3/16/2015
|
|
|
132,070
(4)
|
|
|
10,310,705
|
|
Mike Schroepfer
|
|
3/16/2015
|
|
|
132,070
(4)
|
|
|
10,310,705
|
|
(1)
|
Amounts reflect the grant date fair value of the RSUs of $78.07 per share without regard to forfeitures, computed in accordance with ASC 718. This amount does not reflect the actual economic value realized by the named executive officer.
|
(2)
|
The vesting condition will be satisfied as to 1/12th of the total shares underlying the RSUs on February 15, 2018. The remaining shares underlying the RSUs vest at a rate of 1/12th of the total number of shares underlying the RSUs each quarter thereafter, subject to continued service to us through each vesting date.
|
(3)
|
The vesting condition was satisfied as to 1/5th of the total shares underlying the RSUs on February 15, 2016. The remaining shares underlying the RSUs vest at a rate of 1/20th of the total number of shares underlying the RSUs each quarter thereafter, subject to continued service to us through each vesting date.
|
(4)
|
The vesting condition will be satisfied as to 1/16th of the total shares underlying the RSUs on May 15, 2017. The remaining shares underlying the RSUs vest at a rate of 1/16th of the total number of shares underlying the RSUs each quarter thereafter, subject to continued service to us through each vesting date.
|
Name
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||
Grant Date
(1)
|
|
Number of Securities Underlying Unexercised Options (#)
Exercisable |
|
Number of Securities Underlying Unexercised Options (#)
Unexercisable |
|
Option Exercise
Price ($) (2) |
|
Option Expiration Date
|
Number of Shares or Units of Stock That Have Not
Vested (#) |
|
Market Value of Shares or Units of Stock That Have Not
Vested($) (3) |
||||||||||
Mark Zuckerberg
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Sheryl K. Sandberg
|
|
7/23/2010
|
|
|
2,333,333
|
|
|
1,166,667
(4)
|
|
|
10.39
|
|
|
7/22/2020
|
|
|
—
|
|
|
—
|
|
|
|
10/18/2010
|
|
|
173,333
|
|
|
1,026,667
(5)
|
|
|
15.00
(6)
|
|
|
10/17/2020
|
|
|
—
|
|
|
—
|
|
|
|
3/25/2011
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
599,521
(7)
|
|
|
62,745,868
|
|
|
|
5/3/2012
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
345,543
(8)
|
|
|
36,164,530
|
|
|
|
5/6/2013
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
549,828
(9)
|
|
|
57,544,998
|
|
|
|
3/17/2014
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
208,470
(10)
|
|
|
21,818,470
|
|
|
|
3/16/2015
|
|
|
|
|
|
|
|
|
|
|
198,100
(11)
|
|
|
20,733,146
|
|
||||
David M. Wehner
|
|
1/15/2013
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75,000
(12)
|
|
|
7,849,500
|
|
|
|
5/6/2013
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,960
(13)
|
|
|
4,496,194
|
|
|
|
3/17/2014
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
160,360
(14)
|
|
|
16,783,278
|
|
|
|
3/16/2015
|
|
|
|
|
|
|
|
|
|
|
198,100
(15)
|
|
|
20,733,146
|
|
||||
Christopher K. Cox
|
|
8/26/2009
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
227,412
(16)
|
|
|
23,800,940
|
|
|
|
8/26/2010
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
519,505
(17)
|
|
|
54,371,393
|
|
|
|
3/25/2011
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
599,521
(18)
|
|
|
62,745,868
|
|
|
|
5/3/2012
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
545,957
(19)
|
|
|
57,139,860
|
|
|
|
5/6/2013
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
429,553
(20)
|
|
|
44,957,017
|
|
|
|
3/17/2014
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
160,360
(21)
|
|
|
16,783,278
|
|
|
|
3/16/2015
|
|
|
|
|
|
|
|
|
|
|
132,070
(22)
|
|
|
13,822,446
|
|
||||
Mike Schroepfer
|
|
1/12/2009
(23)
|
|
|
968,425
|
|
|
—
|
|
|
1.85
|
|
|
1/11/2019
|
|
|
—
|
|
|
—
|
|
|
|
8/19/2009
|
|
|
1,091,148
|
|
|
—
|
|
|
2.95
|
|
|
8/18/2019
|
|
|
—
|
|
|
—
|
|
|
|
8/26/2010
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
865,845
(24)
|
|
|
90,619,338
|
|
|
|
3/25/2011
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
479,617
(25)
|
|
|
50,196,715
|
|
|
|
5/3/2012
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
375,346
(26)
|
|
|
39,283,712
|
|
|
|
5/6/2013
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
429,553
(27)
|
|
|
44,957,017
|
|
|
|
3/17/2014
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
160,360
(28)
|
|
|
16,783,278
|
|
|
|
3/16/2015
|
|
|
|
|
|
|
|
|
|
|
132,070
(29)
|
|
|
13,822,446
|
|
(1)
|
All of the outstanding equity awards described in the footnotes below were granted under our 2005 Stock Plan or 2012 Equity Incentive Plan.
|
(2)
|
With the exception of the stock option granted to Ms. Sandberg described in footnote (6) below, this column represents the fair value of a share of Class B common stock on the date of grant.
|
(3)
|
Represents the market value of the shares underlying the RSUs as of December 31, 2015, based on the official closing price of our Class A common stock, as reported on the NASDAQ Global Select Market, of $104.66 per share on December 31, 2015. This value assumes that the fair market value of the Class B common stock underlying the RSUs, which is not listed or approved for trading on or with any securities exchange or association, is equal to the fair market value of our Class A common stock. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder or upon certain transfers of such shares.
|
(4)
|
1/48th of the total number of shares subject to the original option grant vested on May 1, 2013. The remaining shares subject to the option vest at a rate of 1/48th of the total number of shares subject to the option each month thereafter, subject to continued service to us through each vesting date.
|
(5)
|
260,000 of the total number of shares subject to the original option grant vest in equal monthly installments for a period of 48 months beginning on May 1, 2013, and, thereafter, the remaining shares subject to the option vest in equal monthly installments for a period of 12 months, subject to continued service to us through each vesting date.
|
(6)
|
The compensation committee set the option exercise price for this grant at $15.00 per share, a premium to the fair market value of a share of Class B common stock on the date of grant which was determined by our compensation committee to be $12.56 per share.
|
(7)
|
1/16th of the total shares underlying the original RSU grant vested on January 15, 2014. The remaining shares underlying the RSUs vest at a rate of 1/16th of the total number of shares underlying the RSUs each quarter thereafter, subject to continued service to us through each vesting date.
|
(8)
|
1/16th of the total shares underlying the original RSU grant vested on February 15, 2014. The remaining shares underlying the RSUs vest at a rate of 1/16th of the total number of shares underlying the RSUs each quarter thereafter, subject to continued service to us through each vesting date.
|
(9)
|
1/16th of the total shares underlying the RSUs will vest on February 15, 2018. The remaining shares underlying the RSUs vest at a rate of 1/16th of the total number of shares underlying the RSUs each quarter thereafter, subject to continued service to us through each vesting date.
|
(10)
|
1/16th of the total shares underlying the RSUs will vest on May 15, 2016. The remaining shares underlying the RSUs vest at a rate of 1/16th of the total number of shares underlying the RSUs each quarter thereafter, subject to continued service to us through each vesting date.
|
(11)
|
1/12th of the total shares underlying the RSUs will vest on February 15, 2018. The remaining shares underlying the RSUs vest at a rate of 1/12th of the total number of shares underlying the RSUs each quarter thereafter, subject to continued service to us through each vesting date.
|
(12)
|
1/4th of the total shares underlying the original RSU grant vested on November 15, 2013. The remaining shares underlying the RSUs vest at a rate of 1/16th of the total number of shares subject to the RSUs each quarter thereafter, subject to continued service to us through each vesting date.
|
(13)
|
1/16th of the total shares underlying the original RSU grant vested on February 15, 2014. The remaining shares underlying the RSUs vest at a rate of 1/16th of the total number of shares subject to the RSUs each quarter thereafter, subject to continued service to us through each vesting date.
|
(14)
|
1/16th of the total shares underlying the RSUs will vest on May 15, 2016. The remaining shares underlying the RSUs vest at a rate of 1/16th of the total number of shares underlying the RSUs each quarter thereafter, subject to continued service to us through each vesting date.
|
(15)
|
1/5th of the total shares underlying the original RSU grant vested on February 15, 2016. The remaining shares underlying the RSUs vest at a rate of 1/20th of the total number of shares subject to the RSUs each quarter thereafter, subject to continued service to us through each vesting date.
|
(16)
|
1/48th of the total number of shares subject to the original option grant vested on September 1, 2013. The remaining shares subject to the option vest at a rate of 1/48th of the total number of shares subject to the option each month thereafter, subject to continued service to us through each vesting date.
|
(17)
|
1/16th of the total shares underlying the original RSU grant vested on August 15, 2013. The remaining shares underlying the RSUs vest at a rate of 1/16th of the total number of shares underlying the RSUs each quarter thereafter, subject to continued service to us through each vesting date.
|
(18)
|
1/16th of the total shares underlying the original RSU grant vested on July 15, 2014. The remaining shares underlying the RSUs vest at a rate of 1/16th of the total number of shares underlying the RSUs each quarter thereafter, subject to continued service to us through each vesting date.
|
(19)
|
1/16th of the total shares underlying the RSUs will vest on February 15, 2017. The remaining shares underlying the RSUs vest at a rate of 1/16th of the total number of shares underlying the RSUs each quarter thereafter, subject to continued service to us through each vesting date.
|
(20)
|
1/16th of the total shares underlying the RSUs will vest on August 15, 2017. The remaining shares underlying the RSUs vest at a rate of 1/16th of the total number of shares underlying the RSUs each quarter thereafter, subject to continued service to us through each vesting date.
|
(21)
|
1/16th of the total shares underlying the RSUs will vest on May 15, 2016. The remaining shares underlying the RSUs vest at a rate of 1/16th of the total number of shares underlying the RSUs each quarter thereafter, subject to continued service to us through each vesting date.
|
(22)
|
1/16th of the total shares underlying the RSUs will vest on May 15, 2017. The remaining shares underlying the RSUs vest at a rate of 1/16th of the total number of shares underlying the RSUs each quarter thereafter, subject to continued service to us through each vesting date.
|
(24)
|
1/16th of the total shares underlying the original RSU grant vested on August 15, 2014. The remaining shares underlying the RSUs vest at a rate of 1/16th of the total number of shares underlying the RSUs each quarter thereafter, subject to continued service to us through each vesting date.
|
(25)
|
1/16th of the total shares underlying the original RSU grant vested on January 15, 2014. The remaining shares underlying the RSUs vest at a rate of 1/16th of the total number of shares underlying the RSUs each quarter thereafter, subject to continued service to us through each vesting date.
|
(26)
|
1/16th of the total shares underlying the original RSU grant vested on November 15, 2014. The remaining shares underlying the RSUs vest at a rate of 1/16th of the total number of shares underlying the RSUs each quarter thereafter, subject to continued service to us through each vesting date.
|
(27)
|
1/16th of the total shares underlying the RSUs will vest on February 15, 2018. The remaining shares underlying the RSUs vest at a rate of 1/16th of the total number of shares underlying the RSUs each quarter thereafter, subject to continued service to us through each vesting date.
|
(28)
|
1/16th of the total shares underlying the RSUs will vest on May 15, 2016. The remaining shares underlying the RSUs vest at a rate of 1/16th of the total number of shares underlying the RSUs each quarter thereafter, subject to continued service to us through each vesting date.
|
(29)
|
1/16th of the total shares underlying the RSUs will vest on May 15, 2017. The remaining shares underlying the RSUs vest at a rate of 1/16th of the total number of shares underlying the RSUs each quarter thereafter, subject to continued service to us through each vesting date.
|
(1)
|
These values assume that the fair market value of the Class B common stock underlying certain of the RSUs and options, which is not listed or approved for trading on or with any securities exchange or association, is equal to the fair market value of our Class A common stock. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder or upon certain transfers of such shares.
|
(2)
|
The aggregate value realized upon the exercise of an option represents the difference between the aggregate market price of the shares of our Class B common stock, assumed to be equal to our Class A common stock as described in footnote (1) above, on the date of exercise and the aggregate exercise price of the option.
|
(3)
|
The aggregate value realized upon the vesting and settlement of an RSU represents the aggregate market price of the shares of our Class A common stock or Class B common stock (which is assumed to be equal to our Class A common stock as described in footnote (1) above) on the date of settlement.
|
(4)
|
Consists of 600,000 shares of Class B common stock issued upon exercise of stock options held by Mr. Schroepfer and 37,000 shares of Class B common stock issued upon exercise of stock options held by Mr. Schroepfer and Erin Hoffman, Co-Trustees of the Clover Irrevocable, Non-Exempt Trust u/a/d 6/27/11 as of December 31, 2015.
|
•
|
any breach of the director’s duty of loyalty to us or our stockholders;
|
•
|
any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
|
•
|
unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or
|
•
|
any transaction from which the director derived an improper personal benefit.
|
Director Name
|
|
Fees Earned or Paid in Cash ($)
|
|
Stock Awards ($)
(1)
|
|
All Other Compensation ($)
|
|
Total ($)
|
|||
Marc L. Andreessen
(2)
|
|
70,000
|
|
|
304,922
|
|
|
—
|
|
|
374,922
|
Erskine B. Bowles
(3)
|
|
100,000
|
|
|
304,922
|
|
|
—
|
|
|
404,922
|
Donald E. Graham
(4)
|
|
25,000
|
|
|
—
|
|
|
—
|
|
|
25,000
|
Reed Hastings
(5)
|
|
50,000
|
|
|
304,922
|
|
|
—
|
|
|
354,922
|
Susan Desmond-Hellmann
(6)
|
|
70,000
|
|
|
304,922
|
|
|
—
|
|
|
374,922
|
Jan Koum
(7)
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
Peter A. Thiel
(8)
|
|
50,000
|
|
|
304,922
|
|
|
—
|
|
|
354,922
|
(1)
|
Amounts reflect the aggregate grant date fair value of the RSUs without regard to forfeitures, computed in accordance with ASC 718. This amount does not reflect the actual economic value realized by the director.
|
(2)
|
As of December 31, 2015, Mr. Andreessen held 3,778 RSUs, which will vest on May 15, 2016 so long as Mr. Andreessen is a member of our board of directors on such date.
|
(3)
|
As of December 31, 2015, Mr. Bowles held 3,778 RSUs, which will vest on May 15, 2016 so long as Mr. Bowles is a member of our board of directors on such date.
|
(5)
|
As of December 31, 2015, Mr. Hastings held 3,778 RSUs, which will vest on May 15, 2016 so long as Mr. Hastings is a member of the board of directors on such date.
|
(6)
|
As of December 31, 2015, Dr. Desmond-Hellmann held 10,445 RSUs. Of these RSUs, 6,250 will vest in quarterly installments until February 15, 2017 and 417 RSUs will vest on May 15, 2017, subject to continued service to us through each vesting date, and the remaining 3,778 RSUs will vest on May 15, 2016 so long as Dr. Desmond-Hellmann is a member of our board of directors on such date.
|
(7)
|
Represents annual salary of $1 for service as an employee. As of December 31, 2015, Mr. Koum held 19,468,550 RSUs, all of which were granted to Mr. Koum in his capacity as an employee in connection with our acquisition of WhatsApp. Of these RSUs, 9,941,387 RSUs will vest in equal quarterly installments until November 15, 2017, 7,456,040 RSUs will vest in equal quarterly installments from November 15, 2017 until August 15, 2018, and the remaining 2,071,123 RSUs will vest on November 15, 2018, subject to continued service to us through each vesting date. Mr. Koum’s grant will accelerate in full if he is involuntarily terminated without cause or resigns for good reason. Mr. Koum did not receive any compensation for his service as a director in 2015.
|
(8)
|
As of December 31, 2015, Mr. Thiel held 3,778 RSUs, which will vest on May 15, 2016 so long as Mr. Thiel is a member of our board of directors on such date.
|
•
|
each stockholder known by us to be the beneficial owner of more than 5% of our outstanding shares of Class A common stock or Class B common stock;
|
•
|
each of our directors;
|
•
|
each of our named executive officers; and
|
•
|
all of our directors and executive officers as a group.
|
Name of Beneficial Owner
|
|
Shares Beneficially Owned
|
|
% of Total Voting
Power (1) |
|||||||||||
Class A
|
|
Class B
|
|
||||||||||||
Shares
|
|
%
|
|
Shares
|
|
%
|
|
||||||||
Named Executive Officers and Directors:
|
|
|
|
|
|
|
|
|
|
|
|||||
Mark Zuckerberg
(2)
|
|
3,999,241
|
|
|
*
|
|
|
418,981,071
|
|
|
76.4
|
|
|
53.8
|
|
Shares subject to voting proxy
(3)
|
|
—
|
|
|
—
|
|
|
48,892,913
|
|
|
8.9
|
|
|
6.3
|
|
Total
(2)(3)
|
|
3,999,241
|
|
|
*
|
|
|
467,873,984
|
|
|
85.3
|
|
|
60.1
|
|
Sheryl K. Sandberg
(4)
|
|
5,014,553
|
|
|
*
|
|
|
2,859,253
|
|
|
*
|
|
|
*
|
|
David M. Wehner
(5)
|
|
99,878
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Christopher K. Cox
(6)
|
|
499,793
|
|
|
*
|
|
|
169,278
|
|
|
*
|
|
|
*
|
|
Mike Schroepfer
(7)
|
|
478,702
|
|
|
*
|
|
|
2,180,233
|
|
|
*
|
|
|
*
|
|
Marc L. Andreessen
(8)
|
|
171,646
|
|
|
*
|
|
|
379,429
|
|
|
*
|
|
|
*
|
|
Erskine B. Bowles
(9)
|
|
36,513
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Susan D. Desmond-Hellmann
(10)
|
|
25,680
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Reed Hastings
(11)
|
|
130,921
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Jan Koum
(12)
|
|
60,239,391
|
|
|
2.6
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Peter A. Thiel
(13)
|
|
1,075,811
|
|
|
*
|
|
|
54,995
|
|
|
*
|
|
|
*
|
|
All executive officers and directors as a group (13 persons)
(14)
|
|
72,165,123
|
|
|
3.1
|
|
|
473,558,630
|
|
|
85.5
|
|
|
61.2
|
|
Other 5% Stockholders:
|
|
|
|
|
|
|
|
|
|
|
|||||
Dustin Moskovitz
(15)
|
|
N/A
(15)
|
|
|
N/A
(15)
|
|
|
48,892,913
|
|
|
8.9
|
|
|
6.3
|
|
Eduardo Saverin
(16)
|
|
5,900,000
|
|
|
*
|
|
|
47,233,360
|
|
|
8.6
|
|
|
6.1
|
|
Entities affiliated with BlackRock
(17)
|
|
126,420,664
|
|
|
5.5
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
Entities affiliated with Fidelity
(18)
|
|
150,655,575
|
|
|
6.5
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
Entities affiliated with Vanguard
(19)
|
|
130,370,552
|
|
|
5.6
|
|
|
—
|
|
|
—
|
|
|
1.7
|
|
*
|
Less than 1%.
|
(1)
|
Percentage of total voting power represents voting power with respect to all shares of our Class A common stock and Class B common stock, as a single class. The holders of our Class B common stock are entitled to ten votes per share, and holders of our Class A common stock are entitled to one vote per share.
|
(2)
|
Consists of (i) 4,857,323 shares of Class B common stock held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg Trust dated July 7, 2006 (2006 Trust); (ii) 3 shares of Class B common stock held of record by Mark Zuckerberg, Trustee of the Openness Trust, dated April 2, 2012; (iii) 1,050,117 shares of Class A common stock held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 1 dated May 8, 2014; (iv) 1,224,587 shares of Class A common stock held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2 dated May 8, 2014; (v) 1,278,591 shares of Class A common stock held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3 dated May 8, 2014; and (vi) 445,946 shares of Class A common stock and 414,123,745 shares of Class B common stock held of record by Chan Zuckerberg Initiative, LLC (CZI). The 2006 Trust is the sole member of CZI. Mr. Zuckerberg is the sole trustee of the 2006 Trust and, therefore, is deemed to have sole voting and investment power over the securities held by CZI.
|
(3)
|
Consists of shares of our Class B common stock beneficially owned by Mr. Moskovitz over which, except under limited circumstances, Mr. Zuckerberg holds an irrevocable proxy, pursuant to a voting agreement between Mr. Zuckerberg, us, and Mr. Moskovitz with respect to certain matters, as indicated in footnote (15) below. We do not believe that the parties to the voting agreement constitute a “group” under Section 13 of the Securities Exchange Act of 1934, as amended, as Mr. Zuckerberg exercises voting control over these shares.
|
(4)
|
Consists of (i) 4,977,700 shares of Class A common stock held of record by Ms. Sandberg; (ii) 23,824 shares of Class A common stock held of record by Sheryl K. Sandberg, Trustee of the Sandberg-Goldberg Family Trust dated September 3, 2004; (iii) 2,741,120 shares of Class B common stock issuable upon exercise of options exercisable within 60 days of March 31, 2016;
|
(5)
|
Consists of (i) 55,831 shares of Class A common stock held of record by Mr. Wehner and (ii) 44,047 shares of Class A common stock issuable upon the settlement of RSUs releasable within 60 days of March 31, 2016.
|
(6)
|
Consists of (i) 384,010 shares of Class A common stock held of record by Mr. Cox; (ii) 76,945 shares of Class A common stock held of record by Christopher Cox, Trustee of the Christopher K. Cox Revocable Trust; (iii) 28,816 shares of Class A common stock held of record by the Remainder Interest Trust Created Under the Christopher K. Cox 2009 Annuity Trust dated 5/29/2009; and (iv) 10,022 shares of Class A common stock and 169,278 shares of Class B common stock issuable upon the settlement of RSUs releasable within 60 days of March 31, 2016.
|
(7)
|
Consists of (i) 468,680 shares of Class A common stock held of record by Mr. Schroepfer; (ii) 26,940 shares of Class B common stock held by Mr. Schroepfer and Erin Hoffmann as Co-Trustees of The Clover Irrevocable Nonexempt Trust u/a/d 6/27/11 which are issuable upon exercise of options exercisable within 60 days of March 31, 2016; (iii) 676,060 shares of Class B common stock held by Mr. Schroepfer and Erin Hoffmann as Co-Trustees of the HS Trust u/a/d 9/28/11 which are issuable upon exercise of options exercisable within 60 days of March 31, 2016; (iv) 1,296,573 shares of Class B common stock issuable upon exercise of options exercisable within 60 days of March 31, 2016; and (v) 10,022 shares of Class A common stock and 180,660 shares of Class B common stock issuable upon the settlement of RSUs releasable within 60 days of March 31, 2016.
|
(8)
|
Consists of (i) 167,868 shares of Class A common stock held of record by The Andreessen 1996 Living Trust (Andreessen Living Trust); (ii) 3,778 shares of Class A common stock issuable upon the settlement of RSUs releasable within 60 days of March 31, 2016; (iii) 224,239 shares of Class B common stock to be received by Andreessen Horowitz Fund III, L.P., as nominee (AH Fund), in connection with our acquisition of Oculus VR, Inc. (Oculus); and (iv) 155,190 shares of Class B common stock to be received by AH Parallel Fund III, L.P., as nominee (AHPF), in connection with our acquisition of Oculus. The shares to be received by AH Fund and AHPF are currently being held in escrow and are subject to forfeiture during the escrow period stated to satisfy claims arising as a result of, among other things, Oculus’ breach of any of its representations and warranties or covenants and agreements set forth in the amended and restated agreement and plan of merger dated April 21, 2014. Mr. Andreessen has irrevocably committed to cause all shares of Class B common stock that may be received by AH Fund and AHPF upon release of such escrow into Class A common stock. Mr. Andreessen and JPMorgan Chase Bank, N.A. (successor-in-interest to J.P. Morgan Trust Company, N.A.) are the trustees of the Andreessen Living Trust, and may be deemed to share voting and investment power over the securities held by the Andreessen Living Trust. AH Equity Partners III, L.L.C. (AHEP) is the general partner of AH Fund. Mr. Andreessen is one of the managing members of AHEP and, therefore, may be deemed to share voting and investment power over the securities held by AH Fund. AH Equity Partners III (Parallel), L.L.C. (AHEP Parallel) is the general partner of AHPF. Mr. Andreessen is one of the managing members of AHEP Parallel and, therefore, may be deemed to share voting and investment power over the securities held by AHPF. The address of Andreessen Living Trust, AH Fund, and AHPF is 2865 Sand Hill Road, Suite 101, Menlo Park, California 94025.
|
(9)
|
Consists of (i) 32,735 shares of Class A common stock held of record by Mr. Bowles and (ii) 3,778 shares of Class A common stock issuable upon the settlement of RSUs releasable within 60 days of March 31, 2016.
|
(10)
|
Consists of (i) 20,652 shares of Class A common stock held of record by Nicholas S. Hellmann and Susan D. Desmond-Hellmann as the co-trustees of the Hellmann Family Trust and (ii) 5,028 shares of Class A common stock issuable upon the settlement of RSUs releasable within 60 days of March 31, 2016.
|
(11)
|
Consists of (i) 79,297 shares of Class A common stock held of record by Mr. Hastings; (ii) 47,846 shares of Class A common stock held of record by the Hastings-Quillin Family Trust dated 05/13/1996 (Hastings Trust); and (iii) 3,778 shares of Class A common stock issuable upon the settlement of RSUs releasable within 60 days of March 31, 2016. Mr. Hastings is one of the trustees of the Hastings Trust.
|
(12)
|
Consists of (i) 39,942,725 shares of Class A common stock held of record by Jan Koum, Trustee of the Butterfly Trust U/A/D 1/20/2004; (ii) 141,489 shares of Class A common stock held of record by Jan Koum, Trustee of the Jan Koum Trust I U/A/D 4/29/2014; (iii) 141,489 shares of Class A common stock held of record by Jan Koum, Trustee of the Jan Koum Trust II U/A/D 8/5/2014; (iv) 2,528,672 shares of Class A common stock held of record by Jan Koum, Trustee of the Jan Koum Trust III U/A/D 10/9/2014; (v) 2,242,343 shares of Class A common stock held of record by Jan Koum, Trustee of the Jan Koum Trust IV U/A/D 2/4/2015; (vi) 3,500,000 shares of Class A common stock held of record by Jan Koum, Trustee of the Jan Koum Trust V U/A/D 4/29/2015; (vii) 3,500,000 shares of Class A common stock held of record by Jan Koum, Trustee of the
|
(13)
|
Consists of (i) 1,072,033 shares of Class A common stock held of record by Rivendell One LLC (Rivendell); (ii) 3,778 shares of Class A common stock issuable upon the settlement of RSUs releasable within 60 days of March 31, 2016; (iii) 41,631 shares of Class B common stock to be received by The Founders Fund IV, LP (FF) in connection with our acquisition of Oculus; and (iv) 13,364 shares of Class B common stock to be received by The Founders Fund IV Principals Fund, LP (FFPF) in connection with our acquisition of Oculus. The shares to be received by FF and FFPF are currently being held in escrow and are subject to forfeiture during the escrow period stated to satisfy claims arising as a result of, among other things, Oculus’ breach of any of its representations and warranties or covenants and agreements set forth in the amended and restated agreement and plan of merger dated April 21, 2014. Mr. Thiel is the beneficial owner of Rivendell and has voting and investment power over the securities held by Rivendell. Mr. Thiel is one of the managers of the general partner of each of FF and FFPF, and, therefore, may be deemed to have voting and investment power over the securities held by these entities.
|
(14)
|
Consists of (i) 70,784,225 shares of Class A common stock; (ii) 468,308,408 shares of Class B common stock; (iii) 4,740,693 shares of Class B common stock issuable upon exercise of options exercisable within 60 days of March 31, 2016; and (iv) 1,380,898 shares of Class A common stock and 509,529 shares of Class B common stock issuable upon the settlement of RSUs releasable within 60 days of March 31, 2016.
|
(15)
|
Consists of 42,062,058 shares of Class B common stock held of record by Dustin A. Moskovitz, Trustee of The Dustin A. Moskovitz Trust dated December 27, 2005 (Moskovitz 2005 Trust) and 6,830,855 shares of Class B common stock held of record by Dustin Moskovitz, Trustee of The Dustin Moskovitz 2008 Annuity Trust dated March 10, 2008 (Moskovitz 2008 Trust). Mr. Moskovitz is trustee, co-trustee or beneficiary of the Moskovitz 2005 Trust and the Moskovitz 2008 Trust. The address of Mr. Moskovitz is 224 Jackson Street, Suite 300, San Francisco, California 94111. All of the shares held by the Moskovitz 2005 Trust and the Moskovitz 2008 Trust are subject to a voting agreement in favor of Mr. Zuckerberg referred to in footnote (3) above. Mr. Moskovitz did not respond to our request for ownership information with respect to our Class A common stock in connection with the preparation of this disclosure and we are not affiliated with Mr. Moskovitz or any other person that has access to such ownership information, so this disclosure is based on information obtained from our transfer agent and other information available to us as of March 31, 2016.
|
(16)
|
Consists of 5,900,000 shares of Class A common stock and 47,233,360 shares of Class B common stock held of record by Eduardo Saverin. The address of Mr. Saverin is c/o 9 Raffles Place, #42-02 Republic Plaza, Singapore 048619.
|
(17)
|
Based on information reported by BlackRock, Inc. on Schedule 13G filed with the SEC on January 26, 2016. Of the shares of Class A common stock beneficially owned, BlackRock, Inc. reported that it has sole dispositive power with respect to 126,331,177 shares, shared dispositive power with respect to 89,487shares, sole voting power with respect to 109,415,876 shares, and shared voting power with respect to 89,487 shares. BlackRock, Inc. listed its address as 55 East 52nd Street, New York, New York 10055.
|
(18)
|
Based on information reported by FMR LLC on Schedule 13G/A filed with the SEC on February 12, 2016. Of the shares of Class A common stock beneficially owned, FMR LLC reported that is has sole dispositive power with respect to all of the shares and sole voting power with respect to 13,411,812 shares. FMR LLC listed its address as 245 Summer Street, Boston, Massachusetts 02210.
|
(19)
|
Based on information reported by The Vanguard Group on Schedule 13G filed with the SEC on February 10, 2016. Of the shares of Class A common stock beneficially owned, The Vanguard Group reported that it has sole dispositive power with respect to 125,954,634 shares, shared dispositive power with respect to 4,415,918 shares, sole voting power with respect to 4,177,030 shares, and shared voting power with respect to 212,800 shares. The Vanguard Group listed its address as 100 Vanguard Blvd., Malvern, Pennsylvania 19355.
|
Plan Category
|
|
(a)
Total Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights |
|
(b)
Weighted-average Exercise Price Of Outstanding Options, Warrants and Rights($) (1) |
|
(c)
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) |
|
Equity compensation plans approved by security holders
(2)
|
|
95,497,130
|
|
|
7.10
|
|
98,465,884
|
Equity compensation plans not approved by security holders
(3)
|
|
29,355,630
|
|
|
N/A
|
|
N/A
|
(1)
|
The weighted-average exercise price does not reflect the shares that will be issued in connection with the settlement of RSUs, since RSUs have no exercise price.
|
(2)
|
Prior to our initial public offering, we granted awards under our 2005 Stock Plan. Following our initial public offering, we granted awards under our 2012 Equity Incentive Plan.
|
(3)
|
Consists of shares of Class A common stock issuable upon the settlement of non-plan RSU awards made pursuant to Section 5635(c)(4) of the NASDAQ rules to two employees in connection with the commencement of their service to us following our acquisition of WhatsApp.
|
Item 13.
|
Certain Relationship and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
|
|
2015
|
|
2014
|
||||
Audit fees
(1)
|
|
$
|
6,774
|
|
|
$
|
6,206
|
|
Audit-related fees
(2)
|
|
257
|
|
|
80
|
|
||
Tax fees
(3)
|
|
4,989
|
|
|
5,326
|
|
||
All other fees
(4)
|
|
132
|
|
|
66
|
|
||
Total fees
|
|
$
|
12,152
|
|
|
$
|
11,678
|
|
Item 15.
|
Exhibits, Financial Statement Schedules
|
|
Reports of Independent Registered Public Accounting Firm*
|
Consolidated Balance Sheets*
|
Consolidated Statements of Income*
|
Consolidated Statements of Comprehensive Income*
|
Consolidated Statements of Stockholders' Equity*
|
Consolidated Statements of Cash Flows*
|
Notes to Consolidated Financial Statements*
|
*
|
Previously filed with our Annual Report on Form 10-K filed with the SEC on January 28, 2016, which is being amended hereby.
|
|
|||
|
|
|
|
|
|
|
FACEBOOK, INC.
|
|
|
|
|
Date:
|
April 27, 2016
|
|
/s/ David M. Wehner
|
|
|
|
David M. Wehner
|
|
|
|
Chief Financial Officer
|
|
||||||||||||
Exhibit
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
||||||
Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
||||||
3.1
|
|
Restated Certificate of Incorporation.
|
|
10-Q
|
|
001-35551
|
|
3.1
|
|
July 31, 2012
|
|
|
3.2
|
|
Amended and Restated Bylaws.
|
|
10-Q
|
|
001-35551
|
|
3.2
|
|
July 31, 2012
|
|
|
4.1
|
|
Form of Class A Common Stock Certificate.
|
|
S-1
|
|
333-179287
|
|
4.1
|
|
February 8, 2012
|
|
|
4.2
|
|
Form of Class B Common Stock Certificate.
|
|
S-8
|
|
333-181566
|
|
4.4
|
|
May 21, 2012
|
|
|
4.3
|
|
Sixth Amended and Restated Investors' Rights Agreement, dated December 27, 2010, by and among Registrant and certain security holders of Registrant.
|
|
S-1
|
|
333-179287
|
|
4.2
|
|
February 8, 2012
|
|
|
4.4
|
|
Amendment No. 1 to Sixth Amended and Restated Investors' Rights Agreement, dated May 1, 2012, by and among Registrant and certain security holders of Registrant.
|
|
S-1
|
|
333-179287
|
|
4.2A
|
|
May 3, 2012
|
|
|
4.5
|
|
Form of “Type 1” Holder Voting Agreement, between Registrant, Mark Zuckerberg, and certain parties thereto.
|
|
S-1
|
|
333-179287
|
|
4.3
|
|
February 8, 2012
|
|
|
10.1+
|
|
Form of Indemnification Agreement.
|
|
S-1
|
|
333-179287
|
|
10.1
|
|
February 8, 2012
|
|
|
10.2(A)+
|
|
2005 Stock Plan, as amended.
|
|
10-K
|
|
001-35551
|
|
10.2(A)
|
|
February 1, 2013
|
|
|
10.2(B)+
|
|
2005 Stock Plan forms of award agreements.
|
|
S-1
|
|
333-179287
|
|
10.2
|
|
February 8, 2012
|
|
|
10.3(A)+
|
|
2012 Equity Incentive Plan, as amended.
|
|
10-K
|
|
001-35551
|
|
10.4(A)
|
|
February 1, 2013
|
|
|
10.3(B)+
|
|
2012 Equity Incentive Plan forms of award agreements.
|
|
10-Q
|
|
001-35551
|
|
10.2
|
|
July 31, 2012
|
|
|
10.3(C)+
|
|
2012 Equity Incentive Plan forms of award agreements (Additional Forms).
|
|
10-K
|
|
001-35551
|
|
10.3(C)
|
|
January 29, 2015
|
|
|
10.4+
|
|
Form of Non-Plan Restricted Stock Unit Award Notice and Award Agreement
|
|
S-8
|
|
333-199172
|
|
99.1
|
|
October 6, 2014
|
|
|
10.5+*
|
|
2015 Bonus Plan.
|
|
|
|
|
|
|
|
|
|
|
10.6+
|
|
Amended and Restated Offer Letter, dated January 27, 2012, between Registrant and Mark Zuckerberg.
|
|
S-1
|
|
333-179287
|
|
10.6
|
|
February 8, 2012
|
|
|
10.7+
|
|
Amended and Restated Employment Agreement, dated January 27, 2012, between Registrant and Sheryl K. Sandberg.
|
|
S-1
|
|
333-179287
|
|
10.7
|
|
February 8, 2012
|
|
|
10.8+
|
|
Amended and Restated Offer Letter, dated May 2, 2014, between Registrant and Christopher Cox.
|
|
10-K
|
|
001-35551
|
|
10.8
|
|
January 29, 2015
|
|
|
10.9+
|
|
Amended and Restated Offer Letter, dated January 27, 2012, between Registrant and Mike Schroepfer.
|
|
S-1
|
|
333-179287
|
|
10.9
|
|
February 8, 2012
|
|
|
10.10+
|
|
Offer Letter, dated August 25, 2014, between Registrant and David M. Wehner.
|
|
10-K
|
|
001-35551
|
|
10.10
|
|
January 29, 2015
|
|
|
10.11+
|
|
Offer Letter, dated October 6, 2014, between Registrant and Jan Koum.
|
|
10-Q
|
|
001-35551
|
|
10.1
|
|
October 30, 2014
|
|
|
10.12†
|
|
Lease, dated February 7, 2011, between Registrant and Wilson Menlo Park Campus, LLC.
|
|
S-1
|
|
333-179287
|
|
10.11
|
|
February 8, 2012
|
|
|
10.13
|
|
Credit Agreement, dated August 15, 2013, between Registrant, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.
|
|
8-K
|
|
001-35551
|
|
10.1
|
|
August 15, 2013
|
|
|
21.1*
|
|
List of subsidiaries.
|
|
|
|
|
|
|
|
|
|
|
23.1*
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
|
|
|
|
|
|
|
31.1*
|
|
Certification of Mark Zuckerberg, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
|
|
31.2*
|
|
Certification of David M. Wehner, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
|
|
31.3
|
|
Certification of Mark Zuckerberg, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
|
X
|
31.4
|
|
Certification of David M. Wehner, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
|
X
|
32.1**
|
|
Certification of Mark Zuckerberg, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
|
|
32.2**
|
|
Certification of David M. Wehner, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
|
|
101.INS*
|
|
XBRL Instance Document.
|
|
|
|
|
|
|
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
|
|
|
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
|
|
|
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
|
|
|
|
|
|
|
101.LAB*
|
|
XBRL Taxonomy Extension Labels Linkbase Document.
|
|
|
|
|
|
|
|
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
|
|
|
|
|
|
|
1 Year Meta Platforms Chart |
1 Month Meta Platforms Chart |
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