Meta Plans Nonvoting Share Class to Fund AI Buildout While Protecting Zuckerberg Control

Meta Platforms is preparing to introduce a new class of nonvoting shares, a move designed to let the company raise capital through stock issuances without diluting Mark Zuckerberg's voting control over the company. The plan could be formally announced as soon as Wednesday, when Meta is scheduled to report its quarterly earnings.

The nonvoting shares would give Meta greater flexibility to issue stock for a range of purposes central to its AI ambitions: making acquisitions, attracting top AI talent with equity compensation, and purchasing the chips required to power large-scale AI infrastructure. Because the new shares carry no voting rights, Zuckerberg's grip on corporate decision-making would remain intact regardless of how many new shares are issued.

The structure raises governance concerns for investors, as buyers of the new shares would accept economic exposure to Meta's performance without receiving any say in how the company is run. The arrangement is similar to multi-class share structures used by other major technology companies, but critics note it further entrenches Zuckerberg's control at a moment when Meta is committing enormous capital to AI spending.