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

Status
Filed
Previous AGM date
Resolution details
Company ticker
FB
Lead filer
Northstar Asset Management (Delisted)
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
RESOLVED: 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
Meta Platforms? (?Meta?) dual-class share structure gives CEO Mark Zuckerberg control of more than 61% of the company?s total voting power, despite owning just 14% of its economic interest. This imbalance has enabled a pattern of governance failures resulting in substantial financial and reputational harm, evidenced by sharp stock declines and significant regulatory penalties. Shareholders believe proper governance reforms are needed to help prevent further value deterioration. In November 2025, shareholders alleged that directors failed to oversee Zuckerberg and former COO Sheryl Sandberg in an illegal data-harvesting enterprise that resulted in a $190 million privacy settlement, the second-largest derivative oversight settlement on record.1 In April 2025, Meta?s own Oversight Board publicly rebuked the company for rolling-back major content-moderation policies ?hastily, in a departure from regular procedure, with no public information shared as to what, if any, prior human rights due diligence the company performed.?2 In recent years, Meta has experienced a series of material governance breakdowns, including: ? A historic stock decline in October 2025 that erased $214 billion in market capitalization following investor alarm over uncontrolled AI spending.3 ? More than $2 billion in regulatory fines in 2022, including major EU penalties for privacy violations, antitrust abuses, and breaches of the Digital Markets Act.4 ? Recurrent controversies involving misinformation, data breaches, child mental health concerns, and employee retaliation, all underscoring persistent lapses in oversight.5 ? Resulted in real-world harm and heightened democratic risks, with human-rights organizations finding Meta?s systems amplified dangerous and polarizing content.6 These events demonstrate a lack of accountability that a one-vote-per-share structure could help correct. Leading governance experts agree: the Council of Institutional Investors recommends a seven-year phase-out of dual-class shares, and the International Corporate Governance Network endorses similar reforms. Outside shareholders overwhelmingly support this proposal, with 88% backing in 2025. By adopting this change, the Board can strengthen governance, improve accountability, and protect long-term shareholder value. We urge shareholders to vote FOR a recapitalization plan to ensure one vote per share. https://www.reuters.com/world/zuckerberg-meta-directors-agree-190-million-settlement-shareholder-privacy-case-2025-11-20/ 2 https://www.reuters.com/sustainability/boards-policy-regulation/metas-oversight-board-rebukes-company-over-policy-overhaul-2025-04-23/ 3 https://www.marketwatch.com/story/metas-stock-slides-toward-its-worst-day-in-years-as-wall-street-pans-runaway-ai-spending-3c563d6f 4 http://www.edpb.europa.eu**/news/news/2023/12-billion-euro-fine-facebook-result-edpb-binding-decision_en https://www.reuters.com/technology/eu-fines-meta-797-million-over-abusive-practices-benefiting-facebook-marketplace-2024-11-14 https://digital-strategy.ec.europa.eu/en/news/commission-finds-apple-and-meta-breach-digital-markets-act 5 https://www.theguardian.com/technology/2024/apr/29/eu-to-investigate-meta-over-election-misinformation-ahead-of-june-polls https://www.reuters.com/technology/eu-privacy-regulator-fines-meta-251-million-euros-2024-12-17/ https://www.aljazeera.com/podcasts/2024/10/24/the-take-uncovering-metas-censorship-policies-on-palestine https://apnews.com/article/metachildrenteensharmslawsuit-17858802d76143d358e38ee15150dc94 https://globalwitness.org/en/campaigns/digital-threats/toxic-platforms-broken-planet/ https://www.reuters.com/technology/meta-ends-third-party-fact-checking-program-adopts-x-like-community-notes-model-2025-01-07/ 6 https://www.amnesty.org/en/latest/news/2022/09/myanmar-facebooks-systems-promoted-violence-against-rohingya-meta-owes-reparations-new-report/

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