Sheryl Sandberg: Facebook Adopted a Diverse Slate Approach to Its Board of Directors

All eight members were re-elected at the company’s annual meeting

Kenneth Chenault became Facebook’s first African-American board member in February
fizkes/iStock

Facebook chief operating officer Sheryl Sandberg said during the company’s annual meeting Thursday that a diverse slate approach is being applied to populating its board of directors.

In response to a question from the Rev. Jesse Jackson, Sandberg said, “We’re adopting the diverse slate approach for board members going forward. We followed this approach for our last four members. We’re also doing this increasingly around the company. So, this is really codifying and making a public commitment to something we were already doing. But we wanted to make that commitment publicly, both to maintain it going forward, but also because we think that’s a good thing for people in our industry and other companies to do it.”

Former American Express chairman and CEO Kenneth Chenault became Facebook’s first African-American board member in February.

All eight board members were re-elected: Marc Andreessen, Erskine Bowles, Chenault, Susan Desmond-Hellmann, Reed Hastings, Sandberg, Peter Thiel and CEO Mark Zuckerberg.

Jeff Zients, CEO of diversified holding company Cranemere Group, will join the board and the audit committee immediately following the annual meeting, taking over the seat formerly held by WhatsApp co-founder Jan Koum, who announced in April that he was leaving the company.

Ernst & Young was also ratified as Facebook’s independent registered public accounting firm for the fiscal year ending Dec. 31.

Finally, all six stockholder proposals were voted down:

  • A proposal to eliminate supervoting class-B shares so that each share would have an equal vote.
  • A proposal that Facebook’s board issue a report discussing the merits of establishing a risk oversight board committee.
  • A proposal that the requirement for a greater than simple majority vote be eliminated and replaced by a requirement for a majority of the votes cast for and against applicable proposals.
  • A proposal that Facebook issue a report to shareholders on enforcement of its terms of service related to content policies and assessing the risks posed by content management controversies (including election interference, fake news, hate speech, sexual harassment and violence) to the company’s finances, operations and reputation.
  • A proposal that Facebook prepare a report on its policies and goals to reduce the gender pay gap.
  • A proposal that the company’s board respond to rising public pressure to limit offshore tax avoidance strategies by adopting and disclosing to shareholders a set of principles to guide Facebook’s tax practices.