Facebook’s nonvoting stock-dividend proposal and withdrawal
Separate voting rights, distribution, fundraising and execution through a historical reclassification proposal and its withdrawal.
Updated Oct 22, 2026
The earlier proposal distributed shares to existing holders
On 2016/4/27, Facebook proposed nonvoting Class C shares. The plan called for a one-time stock dividend of two Class C shares per existing Class A or B share, with the same economic rights.
Execution changed after approval
On 2017/9/21, the board decided not to proceed with that reclassification. The subsequent SEC filing stated that the Class C dividend would not proceed despite shareholder approval.
Voting rights, stock dividends and cash inflows differ
Nonvoting status concerns voting rights, while a stock dividend concerns distribution. Neither alone establishes a cash inflow to the company. Assessing fundraising requires checking separate paid issuance or sale terms and who receives the proceeds.
The past outcome does not predict the current plan
This was a separate historical proposal. Its distribution ratio and withdrawal should not be imposed on a current plan, and it does not verify the video’s AI spending, app metrics or present financing motive. Current rights, distributions and financing terms require their own disclosures.
Sources
- Facebook — Preserving Founder-Led Structure, April 27, 2016Accessed Oct 22, 2026
- Facebook Form 8-K — decision not to proceed with reclassificationAccessed Oct 22, 2026