In a regulatory filing a year ago, Facebook said on the matter: "We do not believe that requiring the chairman to be independent will provide appreciably better direction and performance, and instead could cause uncertainty, confusion, and inefficiency in board and management function and relations".
The filing asking for a vote to remove Zuckerberg was made to Facebook's board by the state treasurers of Illinois, Rhode Island and Pennsylvania, who together run state pension funds with holdings in Facebook.
"Forcing a division between our Chairman and our CEO could harm our performance and be detrimental to interests of our stockholders", the company said in its written response to the 2017 proposal. "It also points to an increasing base of support for sweeping governance change at Facebook", the Business Insider said.
"He said an independent board chairman is essential to moving Facebook forward from this mess, and to reestablish trust with Americans and investors alike".
The current proposal, which aims to influence Facebook's annual shareholder meeting in May 2019, asks the board to create an independent board chair to oversee Facebook's activities and improve shareholder oversight - a common practice at other companies.
The proposal also outlines the creation of a separate independent board chair in order to deal with the controversies like the ones that have rocked Facebook in the past few years, such as the unauthorized sharing of user information, the proliferation of fake news and alleged foreign meddling in U.S. elections, which could damage the company's reputation. "They have a social and financial responsibility to be transparent - that's why we're demanding independence and accountability in the company's boardroom", Stringer said as he co-filed the proposal.
Facebook has been beleaguered by multiple issues, from the admission that it allowed Cambridge Analytica to access users' private information to claims its platform was used to meddle in the 2016 elections.
Zuckerberg owns an estimated 17 percent of Facebook equity but a dual share class gives him a majority of voting shares, making it hard to oppose him.
"It just so happens that Zuckerberg owns more than 75 percent of class B stock", the report said.