Meta Platforms, Inc.

Original form: DEF 14A
Filed on: 2026-04-16
Meeting date: 2026-05-27

Shareholder Proposals

Item 3
S G
Prepare a report assessing risks from unethical or improper use of external data in developing, training, and deploying Meta’s AI models and describe mitigation and measurement efforts.

The proposal requests that Meta publish a report (omitting proprietary or privileged information) assessing risks from unethical or improperly sourced external data used to develop, train, and deploy its AI systems. It asks the company to explain steps it takes to mitigate those risks and how it measures the effectiveness of those efforts, with annual updates thereafter. The supporting statement cites privacy fines, concerns about data provenance (including use of copyrighted and personal data), and reputational and legal risks tied to AI training data practices. The report is intended to increase transparency around data ethics and risk management for AI development.

Item 4
G
Adopt an annual 'say on pay' so shareholders vote on executive compensation every year rather than on a multi-year frequency.

This proposal asks Meta to hold an annual non-binding advisory vote on executive compensation ('say on pay') at every annual shareholder meeting. The proponent argues that an annual cadence would give shareholders and market participants a more frequent check on executive pay practices and greater visibility into independent shareholder sentiment, especially given concentrated voting control. The proposal highlights concerns that controlling shareholder voting power may obscure the views of other shareholders. It requests the board to adopt an annual vote schedule rather than a triennial or other multi-year frequency.

Item 5
G
Initiate a phased recapitalization to eliminate dual-class voting and move to one-vote-per-share within a board-defined timeframe, suggested seven years.

The proposal asks the board to initiate a recapitalization plan to phase out the company's dual-class capital structure so that all outstanding shares carry one vote each, recommending a seven-year transition but allowing the board discretion on timing and method. The supporting rationale cites concerns about concentrated voting power and governance failures, asserting that a one-vote-per-share structure would enhance accountability. The request encourages the board to craft fair mechanisms to eliminate disproportionate Class B rights while complying with legal and contractual obligations. The proposal aims to improve governance and align voting power with economic interests.

Item 6
G
Disclose shareholder vote outcomes separately by share class (Class A vs Class B) for votes held beginning with the 2027 annual meeting.

This proposal requests that Meta disclose voting results for shareholder matters separately by share class (e.g., one-vote Class A shares and multi-vote Class B shares), beginning with the 2027 annual meeting. The rationale is that class-by-class tallies would allow investors, especially holders of lower‑voting shares, to see whether independent shareholder sentiment aligns with outcomes. The proponent points to the company's dual-class structure and contends separate disclosure would increase transparency around shareholder responsiveness. The request seeks a straightforward enhancement to voting disclosures without prescribing a specific format beyond class disaggregation.

Item 7
S
Produce a report evaluating the effectiveness of Meta’s human-rights due diligence in preventing and addressing content moderation harms in conflict-affected and high-risk areas, with emphasis on recent impacts in Gaza.

The proposal asks Meta to publish a report assessing how effective its human-rights due diligence processes are in preventing, identifying, and addressing content moderation issues that may exacerbate or facilitate mass human-rights violations in conflict-affected and high-risk areas (CAHRAs), with special focus on recent impacts in Gaza. The proponent cites alleged past failures, independent reports, and ongoing risks to human rights as the rationale for independent assessment and transparency. The requested report would evaluate policies, procedures, and effectiveness, and is framed as a tool to reduce regulatory, legal, and reputational risks while improving platform integrity. The report should be published in full, omit proprietary information, and be produced at reasonable cost.

Item 8
S
Prepare a public report evaluating Meta’s policies, moderation, enforcement, user protections, ad policies, and transparency related to antisemitism and other online hate.

The proposal requests a public report, excluding proprietary details, that evaluates Meta’s policies and practices for addressing antisemitism and other forms of online hate, including moderation adequacy, enforcement, user support, ad policy, and transparency. The proponent cites surveys and reports suggesting substantial user harm and chilling effects on targeted communities to justify the request. The report is positioned as a way to benchmark effectiveness, inform stakeholders, and help protect user safety and advertiser trust. It asks for publication of findings within one year.

Item 9
E
Issue a report explaining how Meta will meet its greenhouse gas and climate commitments given growing energy demand from AI and planned data centers.

The proposal asks Meta to publish a report explaining how it will satisfy its climate-related commitments (including greenhouse gas targets) in view of rapidly growing energy demand from AI initiatives and planned data center expansion. The proponent cites rising data center emissions, large planned AI-related investments, and local energy infrastructure responses that may increase reliance on fossil fuels as drivers of financial, operational, and reputational risk. The requested report should address feasibility of meeting commitments, strategies (including demand-side measures and procurement), and implications for long-term value. The report is intended to increase investor visibility into alignment between growth plans and climate goals.

Item 10
S G
Assess feasibility of incorporating child-safety improvement metrics into senior executive compensation and publish a report on findings.

The proposal requests a report from the board’s compensation committee evaluating whether and how measures of child safety could be incorporated into senior executive compensation programs. The proponent argues that linking nonfinancial objectives (like child safety) to incentives can align executive behavior with societal priorities and reduce legal, reputational, and financial risks. The requested report should assess feasibility, potential metrics, and implementation considerations while omitting proprietary information. The goal is to provide investors clarity about incentives that might drive improved child-safety outcomes on Meta’s platforms.

Item 11
S
Conduct and publish a data protection impact assessment of Meta’s collection of users’ interactions with generative AI chatbots, including use for ad/content personalization and opt-out measures.

The proposal asks the board to oversee a data protection impact assessment focused on Meta’s collection and use of user interactions with generative AI chatbots (voice and text) when those interactions are used to personalize content and advertising. The assessment should describe safeguards, opt-out procedures, and how sensitive conversational data (e.g., health, beliefs) is protected, and the resulting report should be publicly available while omitting proprietary information. The proponent cites the centrality of advertising revenue and growing generative AI deployment as reasons for heightened privacy and regulatory risk. The requested assessment is aimed at clarifying user controls and data protection practices related to AI personalization.

Item 12
S
Commission and publish an evaluation of reputational, legal, and financial risks related to Meta’s use of the H-1B visa program and potential anti‑American discrimination perceptions.

The proposal requests that the board evaluate and publish a report (excluding proprietary information) assessing potential reputational, legal, and financial risks arising from Meta’s actual or perceived reliance on the H-1B visa program and any associated anti‑American discrimination concerns. The proponent references H-1B application volumes, enforcement initiatives, litigation, and prior settlements as the basis for investor concern. The requested evaluation is intended to provide investors with visibility into whether hiring practices pose material risks and how the company mitigates such risks. The report should be completed within a year at reasonable cost.