Facebook board seeks curb in Zuckerberg control in event of founder's departure

In a proxy filing on Thursday with the U.S. Securities and Exchange Commission, Facebook's board said it will ask shareholders to vote on a proposal that would convert Zuckerberg's Class B shares into Class A shares if he is no longer in a leadership position.

As of June 2, Zuckerberg beneficially owned about 4 million Class A shares and about 419 million Class B shares, collectively representing about 53.8 percent of total outstanding voting power and 14.8 percent of total outstanding economic interests.

The proposed move - to be voted on at Facebook's annual general meeting on June 20 - is designed to make sure a future Facebook chief's management powers aren't limited, the board said.

"These new terms thus ensure that we will not remain a founder-controlled company after we cease to be a founder-led company," the board said in the filing. (bit.ly/1Y5tYkP)

Under current provisions, Zuckerberg is allowed to hold Class B shares and exercise majority voting control even if leaves the company. Zuckerberg would also be allowed to pass his Class B shares, and possibly his majority voting control, to descendants after his death.

(reuters.com)