Accordingly, the court concluded that "stockholder approval of the Plan was not a 'blank check' or 'carte blanche' ratification of any compensation that the compensation committee might award to the company's non-employee directors." Zuckerberg, C.A No. 9745 (Del. Ch), which is a suit that was initiated in 2014 against Facebook's directors claiming that the relevant directors' average fees of $461,000 for the prior year was about 46% higher than fees paid to non-employee directors at the company's peers. In light of a potential determination by the court that non-employee director compensation should be analyzed under the entire fairness standard, defendants argued for dismissal because its non-employee director compensation was approved by a stockholder majority, namely Mark Zuckerberg, whose stake in the company granted him control over the outcome of matters put up for a stockholder vote.