Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 2.40M
2: EX-4.6 Instrument Defining the Rights of Security Holders HTML 46K
3: EX-21.1 Subsidiaries List HTML 30K
4: EX-23.1 Consent of Expert or Counsel HTML 32K
9: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 51K
Awarded Compensation
5: EX-31.1 Certification -- §302 - SOA'02 HTML 34K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 34K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 31K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 31K
15: R1 Cover page HTML 100K
16: R2 Audit Information HTML 35K
17: R3 Consolidated Balance Sheets HTML 130K
18: R4 Consolidated Balance Sheets (Parenthetical) HTML 44K
19: R5 Consolidated Statements of Income HTML 99K
20: R6 Consolidated Statements of Comprehensive Income HTML 53K
21: R7 Consolidated Statements of Stockholders' Equity HTML 83K
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23: R9 Summary of Significant Accounting Policies HTML 93K
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30: R16 Leases HTML 133K
31: R17 Acquisitions, Goodwill, and Intangible Assets HTML 78K
32: R18 Long-term Debt HTML 62K
33: R19 Liabilities HTML 47K
34: R20 Commitments and Contingencies HTML 72K
35: R21 Stockholders' Equity HTML 58K
36: R22 Interest and Other Income (Expense), Net HTML 43K
37: R23 Income Taxes HTML 118K
38: R24 Segment and Geographical Information HTML 60K
39: R25 Pay vs Performance Disclosure HTML 42K
40: R26 Insider Trading Arrangements HTML 43K
41: R27 Summary of Significant Accounting Policies HTML 149K
(Policies)
42: R28 Summary of Significant Accounting Policies HTML 35K
(Tables)
43: R29 Revenue (Tables) HTML 56K
44: R30 Restructuring (Tables) HTML 85K
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46: R32 Financial Instruments (Tables) HTML 140K
47: R33 Non-marketable Equity Securities (Tables) HTML 40K
48: R34 Property and Equipment (Tables) HTML 44K
49: R35 Leases (Tables) HTML 103K
50: R36 Acquisitions, Goodwill, and Intangible Assets HTML 83K
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52: R38 Liabilities (Tables) HTML 48K
53: R39 Commitment and Contingencies (Tables) HTML 36K
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55: R41 Interest and Other Income (Expense), Net (Tables) HTML 42K
56: R42 Income Taxes (Tables) HTML 116K
57: R43 Segment and Geographical Information (Tables) HTML 57K
58: R44 Summary of Significant Accounting Policies - HTML 79K
Narrative (Details)
59: R45 Summary of Significant Accounting Policies - HTML 45K
Estimated Useful Lives of Property and Equipment
(Details)
60: R46 Revenue - Schedule of Disaggregation of Revenue HTML 58K
(Details)
61: R47 Revenue - Narrative (Details) HTML 34K
62: R48 Restructuring - Narrative (Details) HTML 60K
63: R49 Restructuring - Restructuring and Related Costs HTML 81K
(Details)
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to Workforce Reduction (Details)
65: R51 Earnings per Share - Narrative (Details) HTML 35K
66: R52 Earnings per Share - Schedule of Numerators and HTML 90K
Denominators of Basic and Diluted EPS Computations
for Common Stock (Details)
67: R53 Financial Instruments - Schedule of Assets HTML 101K
Measured at Fair Value on a Recurring Basis
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Marketable Securities (Details)
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Marketable Debt Securities (Details)
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71: R57 Non-marketable Equity Securities - Schedule of HTML 42K
Non-Marketable Equity Securities (Details)
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Narrative (Details)
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Schedule of Change in Goodwill (Details)
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Schedule of Intangible Assets (Details)
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100: R86 Income Taxes - Schedule of Effective Income Tax HTML 50K
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101: R87 Income Taxes - Schedule of Deferred Tax Assets and HTML 65K
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102: R88 Income Taxes - Narrative (Details) HTML 65K
103: R89 Income Taxes - Schedule of Unrecognized Tax HTML 42K
Benefits (Details)
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105: R91 Segment and Geographical Information - Segment HTML 43K
Revenue and Income for Operations (Details)
106: R92 Segment and Geographical Information - Schedule of HTML 36K
Property and Equipment (Details)
108: XML IDEA XML File -- Filing Summary XML 203K
111: XML XBRL Instance -- meta-20231231_htm XML 2.59M
107: EXCEL IDEA Workbook of Financial Report Info XLSX 202K
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‘EX-4.6’ — Instrument Defining the Rights of Security Holders
The following description of capital stock of Meta Platforms, Inc. (the “company,”“we,”“us” and “our”) summarizes certain provisions of our amended and restated certificate of incorporation and our amended and restated bylaws. The description is intended as a summary, and
is qualified in its entirety by reference to our amended and restated certificate of incorporation and our amended and restated bylaws, copies of which have been filed as exhibits to this Annual Report on Form 10-K.
Our authorized capital stock consists of 9,241,000,000 shares, consisting of: (i) 5,000,000,000 shares of Class A common stock, $0.000006 par value per share; (ii) 4,141,000,000 shares of Class B common stock, $0.000006 par value per share; and (iii) 100,000,000 shares of preferred stock, $0.000006 par value per share.
Common Stock
Dividend Rights
Subject
to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and only then at the times and in the amounts that our board of directors may determine.
Voting Rights
The holders of our Class B common stock are entitled to ten votes per share, and holders of our Class A common stock are entitled to one vote per share. The holders of our Class A common stock and Class B common stock vote together as a single class, unless otherwise required by law. Delaware law could require either holders of our Class A common stock or our Class B common stock to vote separately as a single class in the following
circumstances:
•if we were to seek to amend our amended and restated certificate of incorporation to increase the authorized number of shares of a class of stock, or to increase or decrease the par value of a class of stock, then that class would be required to vote separately to approve the proposed amendment; and
•if we were to seek to amend our amended and restated certificate of incorporation in a manner that alters or changes the powers, preferences or special rights of a class of stock in a manner that affected its holders adversely, then that class would be required to vote separately
to approve the proposed amendment.
Stockholders do not have the ability to cumulate votes for the election of directors. Our amended and restated certificate of incorporation and amended and restated bylaws provide for a classified board of directors consisting of three classes of approximately equal size, each serving staggered three-year terms, when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of common stock. Our directors will be assigned by the then-current board of directors to a class when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of common stock.
No
Preemptive or Similar Rights
Our common stock is not entitled to preemptive rights and is not subject to conversion, redemption or sinking fund provisions.
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Right to Receive Liquidation Distributions
Upon our dissolution, liquidation or winding-up, the assets legally available for distribution to our stockholders are distributable ratably among the holders of our common stock, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights and payment of liquidation preferences, if any, on any outstanding shares of preferred stock.
Conversion
The
outstanding shares of Class B common stock are convertible at any time as follows: (1) at the option of the holder, a share of Class B common stock may be converted at any time into one share of Class A common stock or (2) upon the election of the holders of a majority of the then outstanding shares of Class B common stock, all outstanding shares of Class B common stock may be converted into shares of Class A common stock. In addition, each share of Class B common stock will convert automatically into one share of Class A common stock upon any transfer, whether or not for value, except for certain transfers described in our amended and restated certificate of incorporation, including transfers to family members, trusts solely for the benefit of the stockholder or their family members, and partnerships, corporations, and other entities exclusively owned by the stockholder or their
family members. Once converted or transferred and converted into Class A common stock, the Class B common stock will not be reissued.
Preferred Stock
Subject to limitations prescribed by Delaware law, our board of directors is authorized to issue preferred stock in one or more series, to establish from time to time the number of shares to be included in each series and to fix the designation, powers, preferences and rights of the shares of each series and any of its qualifications, limitations or restrictions. Our board of directors also can increase or decrease the number of shares of any series, but not below the number of shares of that series then outstanding, without any further vote or action by our stockholders. Our board of directors may authorize the issuance of preferred stock with voting or conversion rights
that could adversely affect the voting power or other rights of the holders of the common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of our company.
Anti-Takeover Provisions
So long as the outstanding shares of our Class B common stock represent a majority of the combined voting power of common stock, Mark Zuckerberg will effectively control all matters submitted to our stockholders for a vote, as well as the overall management and direction of our company,
which will have the effect of delaying, deferring or discouraging another person from acquiring control of our company.
After such time as the shares of our Class B common stock no longer represent a majority of the combined voting power of our common stock, the provisions of Delaware law, our amended and restated certificate of incorporation and our amended and restated bylaws may have the effect of delaying, deferring or discouraging another person from acquiring control of our company.
Delaware
Law
A Delaware corporation may “opt out” of these provisions with an express provision in its original certificate of incorporation or an express provision in its certificate of incorporation or bylaws resulting from a stockholders’ amendment approved by at least a majority of the outstanding voting shares. We have expressly elected not to be governed by the business combination provisions of Section 203 of the Delaware General Corporation Law.
Our amended and restated certificate of incorporation and our amended and restated bylaws include a number of provisions that may have the effect of deterring hostile takeovers or delaying or preventing changes in control of our company, even after such time as the shares of our Class B common stock no longer represent a majority of the combined voting power of our common stock, including
the following:
•Separate Class B Vote for Certain Transactions. Any transaction that would result in a change in control of our company requires the approval of a majority of our outstanding Class B common stock voting as a separate class until such time as shares of our Class B common stock represent less than thirty-five percent (35%) of the combined voting power of our common stock. This provision could delay or prevent the approval of a change in control that might otherwise be approved by a majority of outstanding shares of our Class A and Class B common stock voting together on a combined basis.
•Dual Class Stock. Our amended and restated certificate
of incorporation provides for a dual class common stock structure, which provides Mark Zuckerberg, our founder, Chairman, and CEO, with the ability to control the outcome of matters requiring stockholder approval, even if he owns significantly less than a majority of the shares of our outstanding Class A and Class B common stock, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets.
•Supermajority Approvals. Our amended and restated certificate of incorporation and amended and restated bylaws do not provide that certain
amendments to our amended and restated certificate of incorporation or amended and restated bylaws by stockholders will require the approval of two-thirds of the combined vote of our then-outstanding shares of Class A and Class B common stock. However, when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of common stock, certain amendments to our amended and restated certificate of incorporation or amended and restated bylaws by stockholders will require the approval of two-thirds of the combined vote of our then-outstanding shares of Class A and Class
B common stock. This will have the effect of making it more difficult to amend our amended and restated certificate of incorporation or amended and restated bylaws to remove or modify certain provisions.
•Board of Directors Vacancies. Our amended and restated certificate of incorporation and amended and restated bylaws provide that stockholders may fill vacant directorships. When the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of common stock, our amended
and restated certificate of incorporation and amended and restated bylaws authorize only our board of directors to fill vacant directorships. In addition, the number of directors constituting our board of directors is set only by resolution adopted by a majority vote of our entire board of directors. These provisions restricting the filling of vacancies will prevent a stockholder from increasing the size of our board of directors and gaining control of our board of directors by filling the resulting vacancies with its own nominees.
•Classified Board. Our board of directors is not classified. Our amended and restated certificate
of incorporation and amended and restated bylaws provide that when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of common stock, our board of directors will be classified into three classes of directors each of which will hold office for a three-year term. In addition, thereafter, directors may only be removed from the board of directors for cause. The existence of a classified board could delay a successful tender offeror from obtaining majority control of our board of directors, and the prospect of that delay might deter a potential offeror.
•Stockholder Action; Special Meeting of Stockholders. Our amended and restated certificate
of incorporation provides that stockholders will be able to take action by written consent. When the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of common stock, our stockholders will no longer be able to take action by written consent, and will only be able to take action at annual or special meetings of our stockholders. Stockholders will not be permitted to cumulate their votes for the election of directors. Our amended and restated bylaws further provide that special meetings of our
3
stockholders may be called only by a majority of our board of directors, the chairman of our board of directors, our chief executive officer
or our president.
•Advance Notice Requirements for Stockholder Proposals and Director Nominations. Our amended and restated bylaws provide advance notice procedures for stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at any meeting of stockholders. Our amended and restated bylaws also specify certain requirements regarding the form and content of a stockholder’s notice. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our meetings of stockholders.
•Issuance
of Undesignated Preferred Stock. Our board of directors has the authority, without further action by the stockholders, to issue up to 100,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by the board of directors. The existence of authorized but unissued shares of preferred stock enables our board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise.
Choice of Forum
Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for any derivative action or proceeding brought on
our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine.
Listing
Our Class A common stock is listed on the Nasdaq Global Select Market under the symbol “META.”
Transfer Agent and Registrar
The transfer agent
and registrar for our common stock is Computershare Trust Company, N.A.
