RESOLVED: Shareholders request the Board of Directors adopt as policy, and amend the bylaws as necessary, to require henceforth that the Chair of the Board of Directors, whenever possible, be an independent member of the Board. This independence  policy shall apply prospectively so as not to violate any contractual  obligations. If the Board determines  that a Chair who was independent when selected is no longer independent, the Board shall select a new Chair who satisfies the requirements of the policy within a reasonable amount of time. Compliance with this policy is waived if no independent director is available and willing to serve as Chair.

Supporting Statement: Facebook CEO Mark Zuckerberg has been Board Chair since 2012. His dual-class shareholdings give him approximately 58% of Facebook's voting shares while holding only 13% of the economic interest, leaving the Board, even with a lead independent  director, with only a limited ability to check Mr. Zuckerberg's power. We believe this weakens Facebook's governance, accountability, and oversight of management. Selecting an independent  Chair would free the CEO to focus on managing the Company and enable the Chairperson to focus on oversight and strategic guidance.

Facebook has resisted recent shareholder  requests to separate these roles. The last two years, the same proposal received a majority vote of independent shareholders  at the Company's annual stockholder meeting. In 2020, the proposal received support  among 63% of independent  shareholders, according to our calculations. Despite clearly demonstrated  shareholder concern regarding the Board's leadership structure,  the Company has not acted on this important  signal from its non-insider shareholders.

Alphabet, Microsoft, Apple, and Twitter all have separate  CEO and chairperson  roles. More broadly, 61% of the S&P 1500 separated  these roles as of March 2020.

We believe the lack of an independent  board Chair and oversight has contributed  to a pattern of governance failings, including Facebook missing or mishandling a myriad of severe controversies, increasing risk exposure and costs to shareholders.

Concentrating power in the hands of one person - any person - is unwise. Looking forward to future growth opportunities, we believe Facebook will benefit from enhanced  risk oversight and corporate governance, helping to rebuild trust with investors, employees, users, and regulators. Transitioning to an independent  board Chair is necessary to rebuild the company's reputation and to create a governance structure  with the benefits of genuine accountability and meaningful oversight.

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