Meta Creates Nonvoting Shares as Zuckerberg Commits to Remain in California

Meta’s board has approved a new class of nonvoting stock that would allow chief executive Mark Zuckerberg to raise money for a potential California wealth-tax bill without reducing his voting control of the company.

The Class C shares will be distributed in January through a one-time dividend granting one new share for every Class A or Class B share held, effectively producing a two-for-one stock split while leaving shareholders’ voting power unchanged. Zuckerberg, who controls about 60% of Meta’s voting power despite owning a much smaller economic stake, may immediately sell or transfer up to 20% of the new shares he receives.

The arrangement follows Zuckerberg’s warning that he was considering moving his primary residence out of California if voters approve Proposition 40 on Nov. 3, according to Meta’s regulatory filing. The ballot measure would impose a one-time 5% tax on California residents worth more than $1 billion. Zuckerberg has committed to remain a California resident for eight years, subject to material unforeseen circumstances, or to relocate to the state where Meta is headquartered if the company moves.

Meta said retaining Zuckerberg near its Menlo Park headquarters was critically important. The company also said the new share class has broader purposes, including raising capital, compensating employees and financing acquisitions without altering its voting structure. Meta has been spending heavily on artificial-intelligence infrastructure while scaling back share repurchases that previously helped offset dilution.