Meta and Mark Zuckerberg signed an agreement on October 20, 2026, that grants him no additional compensation and sets out a conditional plan to distribute new Class C shares. As of October 24, the planned dividend had not been paid, and the amended charter was scheduled to take effect on January 19, 2027.
How the negotiations reached a deal
Meta’s information statement says Zuckerberg’s representatives asked the board’s special committee to consider a new share class and performance-based compensation. The proposals changed over the course of the talks: an August proposal called for 20 Class C shares per Class A or Class B share; a September 5 term sheet proposed four-for-one; and a revised term sheet on September 10 set a one-for-one dividend. The committee and Zuckerberg agreed to a final term sheet on September 14.
On September 1, the three-member special committee discussed dissolving the committee or resigning from the board if negotiations failed. The agreement followed the board’s October 19 approval of the proposed charter amendment and conditional dividend. Meta and Zuckerberg signed it the next day.
What the agreement provides
Meta’s planned Class C common stock would have no voting rights, except where applicable law or the amended charter provides otherwise. If the charter took effect, Meta would distribute one Class C share for every outstanding Class A and Class B share. The board was to set the dividend’s record and payment dates later.
The agreement’s main terms are:
| Agreement term | What it provides | Condition or effect |
| Initial Class C dividend | One Class C share for each outstanding Class A and Class B share | Depends on the amended charter taking effect; the board would set record and payment dates |
| Zuckerberg Holder Group sales | 20% of its initial Class C shares would be freely saleable; 80% would be subject to the Stapling Condition | Selling a restricted share generally requires a corresponding Class A or Class B sale, a Class B-to-Class A conversion, or sufficient Stapling Credits |
| Release schedule | 2.5% of the Holder Group’s initially issued Class C shares would be released per qualifying quarter | The schedule covers 32 qualifying quarters of full-time service on Meta’s executive team or as executive chair; quarters need not be consecutive |
| Residency | An eight-year commitment to reside in California or another jurisdiction where Meta has its headquarters | Applies while the full-time leadership condition is met, with an exception for material unforeseen circumstances |
| Additional future dividends | Potential one-for-one Class C dividends to all shareholders | Tied to successive doublings in Class C’s 30-day volume-weighted average price and a return threshold of at least 10% |
| Compensation | No additional compensation under the agreement | Meta’s information statement says Zuckerberg withdrew his performance-based compensation request |
The Stapling Condition links most of the Holder Group’s planned Class C sales to sales or conversions of other Meta shares, or to accumulated credits. A noncompliant sale can trigger conversion of Class B shares to Class A shares, subject to the agreement’s cure terms for inadvertent errors.
The potential future dividends are also conditional. Their price trigger uses a September 10, 2026 reference price of $580.60 for Class A shares, measured against the specified 30-day volume-weighted average price. The dividends would also require the agreement’s return threshold and other conditions to be met.
Zuckerberg’s pay and voting power
Meta says Zuckerberg withdrew his request for performance-based compensation. The agreement did not increase his pay, and Meta reported that his existing annual salary remained $1.
The compensation outcome sits alongside a substantial gap between Zuckerberg’s economic stake and voting power. Meta reported that, as of October 1, 2026, he held about 13.4% of the company’s economic interest and about 60.6% of its voting power.
When the Class C plan was scheduled to take effect
Meta scheduled the amended charter’s effective date for January 19, 2027. The one-for-one dividend depended on the charter taking effect, and its record and payment dates were left for later board action. As of October 24, 2026, the shares had not been distributed.
