In April 2016, Facebook announced a new type of stock: Class C shares with no voting rights, to be handed out to every shareholder. Investors sued. On Sept. 22, 2017, days before Mark Zuckerberg was due to testify in Delaware, the company dropped the plan. On Wednesday, Meta Class C shares came back. This time, there was no vote to lose.
The 2026 version was approved by written consent. On Oct. 20, holding companies controlled by Zuckerberg, with about 56.1% of Meta’s voting power, signed off on the charter change. Meta’s information statement says no shareholder meeting will be held and tells holders, “You do not need to do anything.” It also points out that ordinary Class A holders didn’t get a separate say, and didn’t need one under Delaware law or Nasdaq rules.
Some background helps here. Meta already has two kinds of stock. Class A trades on Nasdaq and carries one vote per share. Class B belongs mostly to Zuckerberg and carries ten votes per share. That is how he controls about 60.6% of the votes while owning about 13.4% of the company. The new Class C will carry no votes at all.
So what does an ordinary shareholder get? One Class C share for every Class A or Class B share. The new charter takes effect on Jan. 19, 2027, and the dividend is paid within five business days after that. Meta expects Class A to trade as if the stock had split two-for-one, so your total stake should be unchanged on day one, just spread across two tickers. The filing also lists the catches. Class C will likely trade at some discount to Class A. Some stock indexes may include only one class. And some big investors aren’t allowed to own nonvoting stock at all.
Why now? The filing gives two reasons. The first is money. Meta expects to raise equity to fund its AI buildout, and nonvoting stock lets it sell shares, including to sovereign funds that face U.S. foreign-investment rules on voting stock, without shrinking Zuckerberg’s vote. The second is tax. California’s Proposition 40, on the Nov. 3 ballot, would impose a one-time tax on billionaires’ assets. Zuckerberg told the board that if he had to sell Class B shares to pay it, his voting power could slide to about 53%. Under the new deal, he can sell 20% of his Class C right away, about 10% of his economic stake, without losing a single vote.
The most telling detail is what the board’s special committee asked for and didn’t get. In June, the three independent directors proposed a sunset clause: Class B shares would turn into ordinary shares within a year of Zuckerberg’s death or disability, his exit from the company, or his holdings falling by half. He said no. What the committee got instead was a slower release. The other 80% of his Class C unlocks at 2.5% a quarter over eight years, as long as he keeps leading the company full-time. He committed to live in California, or wherever Meta’s headquarters is, for eight years. His $1 salary stays. Meta Class C shares, in other words, give him cash flexibility and give Meta a fundraising tool, while the control structure stays exactly where it was.
Other companies have been reworking who gets the votes too, as in our look at supervoting shares. The difference at Meta is the path. The 2016 plan needed shareholders to approve it and a court to bless it. The 2026 plan needed one written consent.
My take: In 2016, shareholders got a vote and a courtroom. In 2026, they get a free share and a notice.
Not advice. Just how I see it.