Meta (FACEBOOK, INC.) | Annual Vote Regarding Executive Pay at Meta (FACEBOOK, INC.)

Status
Filed
Previous AGM date
Resolution details
Company ticker
FB
Lead filer
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Remuneration or pay
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Technology
Company HQ country
United States
Resolved clause
RESOLVED : Shareholders ask Meta to initiate an annual vote on Meta executive pay, called say on pay. Specifically this calls for the same vote on executive pay that was on the 2025 Meta annual meeting ballot, to be on each annual meeting ballot. Unfortunately the next Meta shareholder vote on executive pay will not be until 2028.
Supporting statement
It is especially important that Meta shareholders have the opportunity to vote every year on Meta executive pay because it is more difficult for Meta shareholders to evaluate the degree of approval of Meta executive pay from non Mark Zuckerberg shares since Mr. Zuckerberg has 60% voting power at Meta and Mr. Zuckerberg votes all his shares to approve executive pay. Meta does not need shareholder approval to adopt an annual vote regarding executive pay. It is important for Meta shareholders to vote every year regarding Meta executive pay especially when Mr. Zuckerberg controls 60% of the voting power. With an annual vote regarding Meta executive pay Meta shareholders, analyst and business press will have more of an incentive to track whether the non-Zuckerberg shares approve or reject Meta executive pay. This is especially important at a company that has a market cap of $1.8 Trillion. It is important for Meta to listen to its shareholders. The proponent of this proposal timely submitted a 2025 rule 14a-8 proposal to Meta but it did not appear on the 2025 Meta annual meeting ballot. It is believed that Ms. Genevieve Feng, Meta Associate General Counsel, used dishonest means to prevent the 2025 proposal from appearing on the 2025 Meta annual meeting ballot. There is evidence for this belief. It is important for Meta to listen to its shareholders.

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