Meta Platforms, Inc 8-K, filed Feb 14, 2024
Meta Platforms, Inc. (META)
8-K
2024-02-14
For: 2024-02-13
View Original
Added on
April 07, 2026
About this 8-K
Meta Platforms, Inc filed this 8-K on February 14, 2024, reporting on events of February 13, 2024.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 13, 2024
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices and Zip Code)
(650 ) 543-4800
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | ||||||||
| Emerging growth company | ||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | |||||||
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 13, 2024, the Board of Directors (the "Board") of Meta Platforms, Inc. (the "Company") elected John Arnold and Hock Tan as members of the Board, effective immediately. The Board also appointed Messrs. Arnold and Tan as members of the Audit & Risk Oversight Committee of the Board, effective immediately. A copy of the press release announcing the elections is attached as Exhibit 99.1 to this report. The Board has determined that each of Messrs. Arnold and Tan qualifies as an independent director under the corporate governance standards of the Nasdaq Stock Market LLC. Each of Messrs. Arnold and Tan will receive compensation for his service as a non-employee member of the Board as set forth in the Company's Director Compensation Policy.
There are no arrangements or understandings between either of Messrs. Arnold or Tan and any other person pursuant to which each of Messrs. Arnold and Tan was selected as a director, and there are no transactions in which the Company is a party and in which Mr. Arnold has a material interest subject to disclosure under Item 404(a) of Regulation S-K. Mr. Tan is the president and chief executive officer of Broadcom Inc. ("Broadcom"). The Company is a party to certain arrangements with Broadcom, whereby the Company directly and indirectly purchases Broadcom’s component products. The Company is also a party to certain other arrangements with Broadcom whereby Broadcom provides it with services such as design, development and engineering and the Company pays Broadcom directly for these services. In 2023, the total amount paid to Broadcom under these arrangements was approximately $500.4 million.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Exhibit Title or Description | |||||||
99.1 | ||||||||
104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
META PLATFORMS, INC. | |||||||||||
| Date: | February 14, 2024 | By: | /s/ Katherine R. Kelly | ||||||||
| Name: | Katherine R. Kelly | ||||||||||
| Title: | Vice President and Corporate Secretary | ||||||||||
Exhibit 99.1
Hock E. Tan and John Arnold to Join Meta Board of Directors
MENLO PARK, Calif., February 14, 2024 - Meta today announced that Hock E. Tan and John Arnold have been elected to the company’s board of directors, effective immediately.
Mark Zuckerberg, Founder and CEO of Meta, said, "I'm excited to share that Hock Tan and John Arnold are joining Meta's board of directors. As we focus on building AGI, having directors with deep expertise in silicon and energy infrastructure will help us execute our long term vision."
"I am pleased to join the Meta Board and contribute to achieving the company’s vision,” said Tan. “Meta has an incredible role to play in the next-generation of computing as it evolves its platform and apps offerings for the future. I look forward to working with Mark, the broader team and the other Board members on Meta's technology and business journey."
"I look forward to being a part of Meta’s board, and to contributing my insights as we work together in our collective responsibility to Meta’s users and the wider community,” said Arnold.
Hock Tan has served as Broadcom’s President & CEO and a member of the Board of Directors since March 2006. From September 2005 to January 2008, he served as chairman of the board of Integrated Device Technology. Prior to becoming chairman of IDT, Mr. Tan was the President and Chief Executive Officer of Integrated Circuit Systems from June 1999 to September 2005. Prior to ICS, Mr. Tan was Vice President of Finance with Commodore International from 1992 to 1994, and previously held senior management positions with PepsiCo and General Motors. Mr. Tan served as managing director of Pacven Investment, a venture capital fund in Singapore, from 1988 to 1992, and served as managing director for Hume Industries in Malaysia from 1983 to 1988.
John Arnold is co-founder and co-chair of Arnold Ventures. Arnold Ventures seeks to tackle some of the most pressing problems in the United States by applying evidence-based solutions to improve outcomes in public systems, including health care, education, criminal justice, infrastructure, and public finance. Mr. Arnold is co-founder and chairman of Grid United, a developer of interregional, high-voltage transmission projects with a mission to make America’s power grid more reliable, resilient, and efficient. Mr. Arnold is founder of Centaurus Capital, a family office investment fund focused on the energy industry. Previously, Mr. Arnold served as founder and CEO of Centaurus Energy, a multi-billion-dollar energy commodity hedge fund that he founded after overseeing trading of natural gas derivatives at Enron Corp.
Meta’s current board members are: Mark Zuckerberg; Peggy Alford, former Executive Vice President, Global Sales, PayPal Holdings, Inc.; Marc L. Andreessen, Andreessen Horowitz; John Arnold, Co-Founder, Arnold Ventures; Drew Houston, Co-Founder and CEO, Dropbox, Inc.; Nancy Killefer, Retired Senior Partner, McKinsey & Company; Robert M. Kimmitt, Meta’s Lead Independent Director and Senior International Counsel at WilmerHale LLP; Sheryl K. Sandberg, former Chief Operating Officer, Meta; Hock E. Tan, President and CEO, Broadcom Inc.; Tracey T. Travis, Executive Vice President and Chief Financial Officer, The Estée Lauder Companies, Inc.; and Tony Xu, Co-Founder and CEO, DoorDash, Inc.
About Meta
Meta builds technologies that help people connect, find communities, and grow businesses. When Facebook launched in 2004, it changed the way people connect. Apps like Messenger, Instagram and WhatsApp further empowered billions around the world. Now, Meta is moving beyond 2D screens toward immersive experiences like augmented and virtual reality to help build the next evolution in social technology.
Contacts
Investors:
Kenneth Dorell
investor@meta.com / investor.fb.com
Press:
Ryan Moore
press@meta.com / about.fb.com/news/