Washington, D.C. 20549




Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )



Filed by the Registrant  x                              Filed by a Party other than the Registrant  ¨

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¨   Preliminary Proxy Statement
¨   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨   Definitive Proxy Statement
x   Definitive Additional Materials
¨   Soliciting Material under § 240.14a-12

Facebook, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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¨   Fee paid previously with preliminary materials.
¨   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on June 11, 2013.



















Meeting Information


Meeting Type:          Annual Meeting

For holders as of:      April 16, 2013
Date: June 11, 2013                     Time: 11:00 AM PDT
Location:   The Westin

1 Old Bayshore Highway

Millbrae, California 94030


You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at, scan the QR Barcode on the reverse side, or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.



See the reverse side of this notice to obtain proxy materials and voting instructions.



Before You Vote


How to Access the Proxy Materials




Proxy Materials Available to VIEW or RECEIVE:




How to View Online:


Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit:, or scan the QR Barcode below.


How to Request and Receive a PAPER or E-MAIL Copy:


If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy.


Please choose one of the following methods to make your request:


       1) BY INTERNET:    
       2) BY TELEPHONE:   1-800-579-1639    
       3) BY E-MAIL*:    




*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.



Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor.


Please make the request as instructed above on or before May 28, 2013 to facilitate timely delivery.



How To Vote


Please Choose One of the Following Voting Methods






Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.


Vote By Internet: Go to or from a smart phone, scan the QR Barcode above. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.


Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.




Voting Items



The Board of Directors recommends you vote FOR the following:

  1.   Election of Directors             
    01)    Marc L. Andreessen      05)      Reed Hastings   
    02)    Erskine B. Bowles      06)      Sheryl K. Sandberg   
    03)    Susan D. Desmond-Hellmann      07)      Peter A. Thiel   
    04)    Donald E. Graham      08)      Mark Zuckerberg   


The Board of Directors recommends you vote FOR the following proposal:


2.      To approve, on a non-binding advisory basis, the compensation of Facebook, Inc.’s named executive officers.


The Board of Directors recommends you vote 3 YEARS on the following proposal:


3.      To vote, on a non-binding advisory basis, whether a non-binding advisory vote on the compensation program for Facebook, Inc.’s named executive officers should be held every one, two or three years.


The Board of Directors recommends you vote FOR the following proposal:


4.      To ratify the appointment of Ernst & Young LLP as Facebook, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2013.