SumOfUs Welcomes Institutional Shareholder Services Inc Recommendation to Reject Zuckerberg and Sandberg from the Facebook Board

May 20, 2019

The world’s largest proxy advisory firm agrees that Facebook should appoint an independent chair.

Institutional Shareholder Services, the world’s largest proxy advisory firm, recommends that shareholders withhold support from the election of Mark Zuckerberg to the board of Facebook. ISS joins a broad group of investors calling for an independent board chair. The announcement comes just 10 days before the Facebook Shareholders Meeting will take place at Menlo Park on May 30.

Today an Institutional Shareholder Services Inc. briefing stated:

“Lapses in boardroom oversight and a dysfunctional governance structure have contributed to the controversies surrounding Facebook's business model and its social media platform, which have negatively impacted Facebook's brand and reputation, and placed shareholder value at risk. Accordingly… WITHHOLD votes from non-independent director nominees Mark Zuckerberg and Sheryl Sandberg due to the company's lack of a formal nominating committee.”

SumOfUs, a consumer advocacy group, are petitioning Blackrock, a major Facebook shareholder with 4.3% of shares, to withhold support for Zuckerberg’s role as Board Chair at next week’s annual general meeting.

Responding to today’s report by Institutional Shareholder Services Inc., Lisa Lindsley, Capital Markets Advisor of SumOfUs said:

“The drumbeat for accountability at Facebook is becoming deafening. Mark Zuckerberg has failed to safeguard customers’ children, data, and civil liberties from state overreach. From the leaking of millions of peoples’ personal data to the Christchurch Mosque terrorist attacks, Facebook has consistently proven its lack of care for its users and is ever more closely associated with the proliferation of racism and hate online. Its latest actions to limit the consequences are too little and far too late.”

SumOfUs submitted a shareholder proposal on behalf of its members that echoes Senator Elizabeth Warren’s demands to “Break up Facebook.” The organization will travel to the meeting with Arielle Cohen, a woman who was closely connected to the Tree of Life Synagogue mass shooting, and present the case for an Independent board chair and breaking up the company to the Facebook board, including Zuckerberg himself.


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