Proxy advisory firm Institutional Shareholder Services is advising Facebook shareholders to vote for Northstar's proposal. "Dual-class capital structures can serve to entrench certain shareholders and management, insulating them from possible takeovers or other external influence or action," the firm said in its Facebook Governance QuickScore Profile.  "Providing equal voting rights for Class A and Class B shares would represent an improvement to shareholder's rights," ISS advised investors. ISS gives Facebook a high risk score of 10 out of 10 when it comes to governance.  With Zuckerberg's majority control of the company, the proposal has essentially no chance of passing. For that matter, the stock has done really well, up 25 percent in the past year and 117 percent since the IPO. By comparison, LinkedIn's stock is up 32 percent over the past year, and Google's stock is down 4 percent.  So what's the problem? "Well of course I am thrilled as a shareholder, but I would be even more thrilled if I had some authority to choose board members should somebody go off the deep end," said Goodridge.  Read MoreThis big Apple move might strike fear into advertisers  Also on the agenda and likely to be approved are three other company proposals; the re-election of Facebook's eight directors, the ratification of the selection of Ernst & Young as the company's independent registered public accounting firm and the re-approval the company's IRS code. Facebook's board is led by Zuckerberg who is chairman and CEO and includes two women: COO Sheryl Sandberg and Gates Foundation CEO Susan Desmond-Hellmann.  Two additional stockholder proposals will also be voted on: an annual sustainability report and a human rights risk assessment.  The meeting starts at 2 p.m. EDT and will be webcast.
Top of the agenda is a debate over whether the fact that Facebook is controlled by CEO Mark Zuckerberg is good for investors.