The essentials
Meta's board approved nonvoting Class C stock, with Zuckerberg keeping about 60% of voting power on 13% of shares.
Meta's board has approved new nonvoting Class C common stock. A special committee of independent directors unanimously recommended the stock before the board's approval.
Meta plans to use Class C stock to help fund AI infrastructure investments. The company's CFO describes the Class C shares as a way of preserving the voting power of Class A and Class B shares.
Zuckerberg holds about 60% of Meta's voting power while owning about 13% of its shares. Under the arrangement, he can sell up to 20% of his Class C shares without reducing his voting majority.
Zuckerberg has also made statements about his residence. He committed to remaining a California resident for eight years, and he told Meta that he is evaluating relocating outside California. Both statements were reported together, and the available facts do not detail how they relate to the stock approval.
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Founder Keeps Voting Majority While Holding Minority of Shares
From a governance standpoint, the structure separates economic ownership from voting control. Zuckerberg holds about 13% of shares but about 60% of voting power. The CFO describes the new nonvoting Class C shares as preserving the voting power of Class A and Class B shares. The unanimous recommendation from the independent special committee formed part of the approval process.
Share Sales and Funding Plans Shape the New Stock Structure
From a capital perspective, Meta plans to use Class C stock to help fund AI infrastructure investments. Holders of the new shares would have no voting rights. Zuckerberg could sell up to 20% of his Class C shares without falling below a voting majority, which gives him flexibility over his holdings while keeping control intact.