Speaking as someone who’s been engaged with tons of IPO filings, Facebook’s was the most interesting S-1 read ever. IPOs, in general, typically provide a high-energy, exciting, positive environment, but this one is special—the theme throughout seems to emanate “we’re here for the greater good.”
Here’s a summary of the highlights:
- Making business decisions over financial results: Perhaps one of the reasons Facebook stayed private as long as it did, and continues to maintain significant ownership by the executive team (a focus of today’s press coverage), is that it maintains a focus on what’s best for the business. That, in turn, does not always result in short-term financial performance. In its S-1 filing, Facebook states: “Our culture emphasizes rapid innovation and prioritizes user engagement over short-term financial results.”
- Control: Not only is CEO Mark Zuckerberg going to maintain significant ownership in Facebook post-IPO, but he will also own a majority of the voting power. That means Facebook will qualify as a “controlled company,” which will allow it to keep the board closely held (no independent directors).
- Letter from Zuckerberg: In a new twist to IPO filings, at the end of the MD&A (page 67) is a letter from the CEO explaining his mission, vision and so on. Nice touch! In his letter, Zuckerberg says, “Simply put: we don’t build services to make money; we make money to build better services.” It’s a refreshing focus.
- Culture disclosures: Companies are required to disclose certain information about employee headcount and related information, and as an added bonus, Facebook discloses a description of its corporate culture. The company stresses the importance of its culture, calling it a “hacker culture” defined as “a work environment that rewards creative problem solving and rapid decision making.” Perhaps this should be a new SEC disclosure requirement!
- Focus on the future: SEC filings are usually based mainly on historical results, which are not always indicative of future performance. Not Facebook. It is clearly focused on the future, and its filing says, “We also have posted the phrase ‘this journey is 1% finished’ across many of our office walls, to remind employees that we believe that we have only begun fulfilling our mission to make the world more open and connected.”
- Mark takes a pay cut! In Q1 2012, Facebook’s comp committee discussed and approved Zuckerberg’s request to reduce his base salary to $1 per year, effective Jan. 1, 2013. And he was the only named executive officer who did not receive stock-based comp in 2011.
Read the filing for yourself at the SEC website.
