Zuckerberg abandons bid for nonvoting Facebook shares after investor fight

Facebook Inc. Chief Executive Mark Zuckerberg announced late Friday that the company is abandoning its bid to create a new class of nonvoting shares because the stock’s gains allow him to sell shares to fund his philanthropy while retaining control of the social-media giant.

“Over the past year and a half, Facebook’s business has performed well and the value of our stock has grown to the point that I can fully fund our philanthropy and retain voting control of Facebook for 20 years or more,” Zuckerberg wrote in a Facebook post. “As a result, I’ve asked our board to withdraw the proposal to reclassify our stock—and the board has agreed.”

Zuckerberg proved his word after his Facebook post, as a filing with the Securities and Exchange Commission showed he plans to sell at least $6 billion in Facebook stock to fund the organization he and his wife have founded to further their philanthropic efforts.

Facebook FB, -0.33%  shares edged down less than 1% to $170.10 after hours. The company’s stock has surged nearly 50% this year, more than four times the S&P 500 index’s SPX, +0.06%  gain of 11.7%. Investment analysts have grown incredibly fond of the company after a rocky post-IPO period, with 41 of the 45 sell-side analysts tracked by FactSet rating the company the equivalent of a buy and only one labeling the stock a sell.

Zuckerberg’s decision to abandon the bid came amid litigation over the new share class, which was set to go to trial in a Delaware court next week. Investors filed the suit in 2016 in protest of the nearly $500 billion company’s move to create a nonvoting share class that would allow Zuckerberg to reduce his stake and still maintain control of the company.

“Facebook’s board determined that withdrawing the reclassification was in the best interests of Facebook and its shareholders,” Facebook said in a statement.

Read: Facebook plans changes after Russian political ad purchases

Lawyers for the plaintiffs, who claimed that splitting the stock would make it less valuable, spun the decision to halt the stock split as a victory.

“Stopping the issuance of the nonvoting C shares is all the relief we were asking for at trial,” shareholder attorney Stuart Grant of Grant & Eisenhofer wrote in a statement. “Today’s move is a total victory for stockholders.”

Read: Next stop for Facebook shares? $200 or more, say analysts

Zuckerberg plans to sell between $5.97 billion and $12.79 billion of stock based on Friday’s close, according to a filing with the SEC. The CEO said he would sell the stock within the next 18 months and use the proceeds to fund the Chan Zuckerberg Initiative.

“I want to be clear: This doesn’t change Priscilla and my plans to give away 99% of our Facebook shares during our lives,” Zuckerberg wrote in the Facebook post. “In fact, we now plan to accelerate our work and sell more of those shares sooner.”

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