Meta (FACEBOOK, INC.) | Give Each Share an Equal Vote at Meta (FACEBOOK, INC.)

Status
Filed
AGM date
Previous AGM date
Proposal number
6
Resolution details
Company ticker
FB
Lead filer
NorthStar Asset Management, Inc.
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Technology
Company HQ country
United States
Resolved clause
Shareholders request that our Board take all practicable steps in its control to initiate and adopt a recapitalization plan for all outstanding stock to have one vote per share. We recommend that this be done through a phase-out process in which the board would, within seven years or other timeframe justified by the board, establish fair and appropriate mechanisms through which disproportionate rights of Class B shareholders could be eliminated. This is not intended to unnecessarily limit our Board's judgment in crafting the requested change in accordance with applicable laws and existing contracts.
Supporting statement
"The list of controversies and allegations include criticism for “lax position on political lies,” misinformation, data breaches, censoring of and retaliation against employees2, damages to child mental health, failing to prevent its platforms from being used to incite violence, and more.
CEO Mark Zuckerberg, who currently controls the majority of the shareholder vote while owning only 14% of the economic value of the firm, dictates the course of the company. In testimony before the Senate, whistleblower Frances Haugen alleged that “there is no one currently holding Zuckerberg accountable but himself.”3
Persistent scandals continue to plague our company who was recently fined 1.3 billion dollars by the European Union, the latest in a decades long data privacy case involving weak protections for users’ personal information.4 Just a few weeks ago the European Union also fined our company 800 million euros for antitrust violations involving Marketplace online advertisements. An investigation found that our company exploited its market position and engaged in anti-competitive conduct.5 The Company has said it will appeal the decision.
Given the company’s history of issues with protecting user privacy, strong company governance is critical as Meta moves forward into the increasingly complex virtual landscape. Without equal voting rights, shareholders cannot hold management accountable to good governance. Governance experts support the recapitalization sought by this proposal: the Council for Institutional Investors (CII) recommends a seven-year phase-out of dual class share offerings and the International Corporate Governance Network supports CII’s recommendation.
Outside shareholders have repeatedly widely supported this proposal as evident by their 84% support for this proposal in 2024.
We urge shareholders to vote FOR a recapitalization plan for all outstanding stock to have one vote per share."

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