The move, disclosed alongside Meta’s third-quarter earnings, comes after months of intense negotiations between Zuckerberg and a special committee of board members over how to balance shareholder interests with the founder’s desire to retain control of the company he founded in 2004, according to a report by Fortune. Meta Platforms has announced a new Class C share structure that will allow CEO Mark Zuckerberg to maintain voting control of the social media giant while giving the company greater flexibility to raise capital, fund acquisitions and compensate employees as it ramps up spending on artificial intelligence. The new structure will see every existing Class A and Class B share receive one non-voting Class C share, effectively creating a two-for-one stock split.
He holds about 60.6 percent of the voting power but only about 13.4 percent of the economic stake. Meta has long offset that with buybacks, which helped lift his voting power from 53.7 percent in 2013 to 60.6 percent now. Fortune says the company repurchased $26.3 billion of Class A stock in 2025, has not bought back shares for four straight quarters, and booked $21 billion in stock-based compensation in the first nine months of this year. Proposition 40 is on the ballot on November 3. 5, with a net worth of $246 billion. In July, Zuckerberg told Robert Kimmitt, Meta’s lead independent director, that selling Class B shares to cover a tax bill could cut his voting stake to about 53 percent.
He can also sell some without giving up votes: 20 percent of his new Class C shares can be sold immediately, and the remaining 80 percent are “stapled,” meaning he can sell them only if he sells or converts an equal number of voting shares. Zuckerberg wanted to keep voting control, meet his pledges to fund the Chan Zuckerberg Initiative with Meta stock, and be ready to pay billions to the state if voters approve the proposed tax, according to a Meta filing with the Securities and Exchange Commission. Fortune says the plan followed months of negotiations that were sometimes contentious between Zuckerberg and a board committee that included DoorDash CEO Tony Xu, Kimmitt and former Microsoft executive Charles Songhurst. Xu disclosed his friendship with Zuckerberg but said it would not affect his judgment. He refused to consider any change to his voting shares and told the committee he was “considering establishing residence outside of California.”, according to the filing.
Meta has a dual-class structure in which Class A shares trade on Nasdaq with one vote each, while Zuckerberg’s holdings are mostly Class B shares with ten votes each. If he sells Class B shares, they convert to Class A, which could erode his control. But buybacks use cash that Meta wants for its AI build-out. The Class C shares carry no votes, so Meta can use them for pay, deals and capital raising without affecting Zuckerberg’s control. Zuckerberg will still be able to elect all the directors and decide most shareholder votes. A looming California wealth tax played a central role. The Bloomberg Billionaires Index lists Zuckerberg at No. The new Class C shares let him pay such a bill without touching his voting shares. The committee proposed shareholder-friendly sunset provisions that would convert Class B shares to regular stock within a year of Zuckerberg’s death or departure, or if he sold more than half his holdings.