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Meta to issue nonvoting stock as Zuckerberg pledges 8 years in California

The new Class C shares are set to take effect on January 19, 2027, and the founder may sell a fifth of them right away.

By The Carnegie Standard Staff

· 1 min read

Entrance to Meta Platforms headquarters complex in Menlo Park, California
Photo: LPS.1 / Wikimedia Commons (CC0)

Meta agreed to add a class of shares that carry no voting rights after founder Mark Zuckerberg told a special committee of the board he was weighing a move out of California ahead of the state's November 3 ballot on Proposition 40, according to a securities filing described by CEOWORLD magazine.

In return, Zuckerberg committed to stay in California, or in whatever state houses Meta's headquarters, for eight years. He also dropped a request for a new pay package and keeps his $1 salary.

Every shareholder receives one Class C share for each share held, the equivalent of a two-for-one split, with the shares due to take effect on January 19, 2027. Zuckerberg can sell a fifth of his Class C holdings at once; the rest must be sold in tandem with voting shares. Additional Class C dividends are triggered each time the stock doubles from $580.60, so long as annual returns reach 10%.

He holds roughly 13.4% of Meta's economic value and about 60.6% of the votes, and told the lead independent director that selling voting stock to cover a wealth tax could cut his voting share to roughly 53%.

Proposition 40 would levy a one-time 5% tax on Californians worth at least $1 billion, payable over five years, covering an estimated 200 people.

This story was first reported by CEOWORLD magazine.

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