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Meta Platforms Inc (META) holds its 2026 annual shareholder meeting on . The board is presenting 12 director nominees, of whom 11 are designated as independent. Shareholders will vote on 12 proposals: 2 management-sponsored and 10 shareholder-sponsored. The record date is .
- Meta Platforms Inc (META) holds its 2026 annual shareholder meeting on .
- The record date — the cutoff for shareholders eligible to vote — is .
- The board is presenting 12 director nominees, of whom 11 are designated as independent.
- Shareholders will vote on 12 proposals, of which 10 are shareholder-sponsored.
- Boardroom Alpha's board rating for META is B-.
- META trailing-12-month total shareholder return: -5.6%.
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Market cap: $1.5TBoard: B-1Y TSR: -5.6%
Proxy filing: View definitive proxy › · Filed
Top institutional holders · as of Mar 31, 2026
| Holder | % of shares | Position value |
|---|---|---|
| Pershing Square Capital Management, L.P. Activist | 10.48% | $1.52B |
| D. E. Shaw Co., Inc. Activist | 4.45% | $647M |
| ValueAct Holdings, L.P. Activist | 3.61% | $524M |
| Point72 Asset Management, L.P. Activist | 3.58% | $520M |
| D. E. Shaw Co., Inc. Activist | 2.27% | $330M |
| D. E. Shaw Co., Inc. Activist | 0.71% | $103M |
| Third Point LLC Activist | 0.35% | $51M |
| SIT INVESTMENT ASSOCIATES INC Activist | 0.29% | $0M |
| Ancora Advisors LLC Activist | 0.07% | $10M |
| Permit Capital, LLC Activist | 0.06% | $9M |
Source: SEC 13F filings (latest quarter). Position value is the holder’s reported aggregate value at the as-of date.
The 2026 annual meeting slate for Meta Platforms Inc (META) includes: Peggy Alford (independent), Marc L. Andreessen (independent), John Arnold (independent), Patrick Collison (independent), John Elkann (independent), Andrew W. Houston (independent), Nancy Killefer (independent), Robert M. Kimmitt (independent), Charles Songhurst (independent), Dana White (independent), Tony Xu (independent), Mark Zuckerberg (not independent).
Director Nominees (12; 11 independent) · 10 of 12 matched to Boardroom Alpha forecast
| Nominee | Independence | Risk forecast | Background |
|---|---|---|---|
| Peggy Alford | Independent | Elevated
Prior 86.0% ↑ expected better
|
Peggy Alford has served as CFO of eBay since May 2025 and previously held executive roles at PayPal and the Chan Zuckerberg Initiative.
|
| Marc L. Andreessen | Independent | Material
Prior 86.1%
|
Andreessen co-founded and served as Chairman of Opsware, Inc. until its acquisition by Hewlett-Packard in 2007, and co-founded Netscape Communications, acquired by America Online in 1999.
|
| John Arnold | Independent | Healthy
Prior 99.1%
|
John Arnold is founder and CEO of Centaurus Energy, a multi-billion-dollar energy commodity hedge fund.
|
| Patrick Collison | Independent | Healthy
Prior 99.7%
|
Co-founder and CEO of Stripe, Inc. since 2010, providing extensive leadership and insights into technology and founder-led companies.
|
| John Elkann | Independent | Elevated
Prior 89.4% ↑ expected better
|
John Elkann is CEO of Exor, Executive Chair of Ferrari and Stellantis, and led the merger of FCA with PSA to create Stellantis.
Rules fired: R4_non_indep_on_compensation
|
| Andrew W. Houston | Independent | — |
No matched profile.
|
| Nancy Killefer | Independent | Healthy
Prior 99.0%
|
Nancy Killefer served as Assistant Secretary for Management and CFO at the U.S. Department of the Treasury and was a Senior Partner at McKinsey & Company.
|
| Robert M. Kimmitt | Independent | Healthy
Prior 97.9%
|
Robert M. Kimmitt served as Deputy Secretary of the U.S. Department of the Treasury from 2005 to 2009 and has extensive experience in legal and compliance roles.
|
| Charles Songhurst | Independent | — |
No matched profile.
|
| Dana White | Independent | Healthy
Prior 99.6%
|
Dana White has been the President and CEO of the Ultimate Fighting Championship since 2001, driving significant growth and brand expansion in the mixed martial arts industry.
|
| Tony Xu | Independent | Elevated
Prior 90.2% ↑ expected better
|
Co-founder and CEO of DoorDash since 2013, also serving as Chairman of the board since 2020.
|
| Mark Zuckerberg | Not independent | Elevated
Prior 92.7% ↑ expected better
|
Mark Zuckerberg has served as CEO and Chairman of the board since July 2004 and January 2012, respectively, and is the largest and controlling stockholder.
|
The 2026 annual meeting for Meta Platforms Inc (META) carries 12 proposals: (1) Election of Directors — proposed by the board with the board recommending for; (2) Ratification of Appointment of Independent Registered Public Accounting Firm — proposed by the board with the board recommending for; (3) Shareholder Proposal Regarding Report on AI Data Usage Oversight — proposed by a shareholder with the board recommending against; (4) Shareholder Proposal Regarding Annual Vote Regarding Executive Pay — proposed by a shareholder with the board recommending against; (5) Shareholder Proposal Regarding Dual Class Capital Structure — proposed by a shareholder with the board recommending against; (6) Shareholder Proposal Regarding Disclosure of Voting Results By Share Class — proposed by a shareholder with the board recommending against; (7) Shareholder Proposal Regarding Report on Human Rights Due Diligence — proposed by a shareholder with the board recommending against; (8) Shareholder Proposal Regarding Report on Addressing Antisemitism and Hate in Online Platforms — proposed by a shareholder with the board recommending against; (9) Shareholder Proposal Regarding Report on Climate Change-Related Commitments — proposed by a shareholder with the board recommending against; (10) Shareholder Proposal Regarding Report on Integrating Child Safety Improvements into the Executive Compensation Program — proposed by a shareholder with the board recommending against; (11) Shareholder Proposal Regarding Data Protection Impact Assessment on Generative AI Chatbots — proposed by a shareholder with the board recommending against; (12) Shareholder Proposal Regarding Report on Risks of Anti-American Discrimination from H-1B Visa Program Use — proposed by a shareholder with the board recommending against.
Proposals on the Ballot (12)
| #1 |
Election of Directors
Management For
Elect twelve directors nominated by the board to serve until the next annual meeting.
|
| #2 |
Ratification of Appointment of Independent Registered Public Accounting Firm
Management For
Ratify the appointment of Ernst & Young LLP as Meta's independent registered public accounting firm for fiscal year ending .
|
| #3 |
Shareholder Proposal Regarding Report on AI Data Usage Oversight
Shareholder Against
Request a report assessing risks from unethical or improper external data usage in AI development, steps to mitigate, and measures of effectiveness, published within one year and updated annually.
Detail ›This shareholder proposal asks Meta to produce a public report assessing the risks posed by unethical, illegally obtained, or otherwise improper external data used in training and deploying its AI systems, describing mitigation steps and measures of effectiveness, and to update that report annually. The proponent (National Legal and Policy Center) frames the request around Meta’s scale in AI, concerns about data sources (including personal data, copyrighted works, and proprietary commercial information), historical privacy violations and fines, and reputational and regulatory risks that could impair shareholder value. Management counters that Meta already has extensive privacy and risk-review processes, public disclosures (Privacy Policy, Privacy Center), internal risk reviews for product development, legal bases for processing in various jurisdictions, and active participation in multi-stakeholder AI governance forums. The board emphasizes oversight through the audit & privacy committee and believes additional reporting would be duplicative and not provide incremental benefit. Analytical context: Meta operates large-scale AI models that leverage multiple data sources and faces regulatory scrutiny (e.g., GDPR fines) and litigation risks tied to data use; the proposal seeks independent, transparent assessment which could reveal gaps or bolster confidence depending on findings. Implementation would require scoping across product lines, legal review to omit privileged information, and coordination between privacy, product, and legal teams; potential friction exists given trade secrecy and IP concerns. Investors should weigh whether existing disclosures and governance (audit & privacy committee oversight, Privacy Center materials) adequately address the information asymmetry this proposal targets, or if a standalone report would materially reduce regulatory, litigation, and reputational risk through improved transparency and accountability.
|
| #4 |
Shareholder Proposal Regarding Annual Vote Regarding Executive Pay
Shareholder Against
Request that Meta adopt an annual frequency for the non-binding advisory 'say on pay' vote rather than the current triennial schedule.
Detail ›The proposal seeks to change Meta's advisory 'say on pay' frequency from triennial to annual so shareholders can more frequently express their view on executive compensation, arguing that Mr. Zuckerberg's controlling voting power diminishes the visibility of non-controlling shareholders' preferences. Management counters that a triennial cadence better aligns with long-term equity incentive structures and was recently approved by shareholders in 2025; the board argues annual votes could undermine evaluation of multi-year compensation outcomes. Context: Meta's compensation program emphasizes long-term RSUs and multi-year performance, and the board cites shareholder approval of a three-year frequency as precedent. For investors, the tradeoff is between more frequent accountability signaling vs. preserving timeframes for long-term incentive alignment; governance-minded investors may prefer annual votes for responsiveness, while management argues stability better serves long-term strategy and recruitment/retention of talent. Implementation would be administratively straightforward; the main substantive impact is increased frequency of shareholder feedback that could drive more iterative compensation changes or engagement.
|
| #5 |
Shareholder Proposal Regarding Dual Class Capital Structure
Shareholder Against
Request the board to adopt a plan to recapitalize outstanding stock to achieve one vote per share, phased out within seven years or an appropriate timeframe.
Detail ›This proposal asks Meta to initiate a recapitalization plan to convert to a one-share-one-vote structure over a phased period (suggested seven years), arguing that the current dual-class structure concentrates voting control with Mark Zuckerberg and has enabled governance failures and significant penalties and reputational harm. Management argues that the existing multi-class structure enables a long-term focus, that independent oversight is ensured through a lead independent director and independent committees, and that changing structure is unnecessary and could be harmful. The investor case emphasizes accountability and alignment with governance best practices endorsed by investor groups; the company emphasizes operational stability and cites board refreshment and committee independence as mitigants. Implementing recapitalization would require complex legal, charter, and contractual steps, negotiation with controlling shareholders and possibly changes to governance documents, and would likely face resistance from controlling shareholders. For evaluating merit, stakeholders should weigh potential governance benefits (enhanced accountability, alignment with independent shareholders) against risks to strategic continuity and potential disruption to long-term initiatives; expected shareholder support among non-controlling investors is high, but converting voting power requires board action and possibly supermajority approvals or class vote mechanics.
|
| #6 |
Shareholder Proposal Regarding Disclosure of Voting Results By Share Class
Shareholder Against
Request that Meta disclose voting results on shareholder matters separately by class of shares (Class A vs Class B) beginning with the 2027 annual meeting.
Detail ›This proposal requests that Meta report vote results disaggregated by share class (Class A vs Class B) to allow shareholders to see whether the views of non-controlling Class A holders align with the controlling Class B holders. Proponents argue class-level disclosure increases transparency given the ten-to-one voting differential and the controlling shareholder's outsized power; management argues existing disclosures on capital structure and ownership, plus ongoing engagement, already provide transparency and that class-level vote reporting is uncommon. The change would be operationally feasible and low-cost but could reveal divergence between classes, potentially prompting governance debates or policy responses. For governance analysts, the key question is whether current disclosure practices adequately surface shareholder sentiment among economically-exposed, non-controlling holders or whether class-level tallies would materially affect oversight and accountability.
|
| #7 |
Shareholder Proposal Regarding Report on Human Rights Due Diligence
Shareholder Against
Request publication of a report assessing the effectiveness of Meta's human rights due diligence (HRDD) in preventing and addressing content moderation issues that facilitate mass human rights vi… more ›Request publication of a report assessing the effectiveness of Meta's human rights due diligence (HRDD) in preventing and addressing content moderation issues that facilitate mass human rights violations in conflict-affected and high-risk areas, with emphasis on Gaza.
Detail ›This proposal asks Meta to publish a comprehensive report assessing the effectiveness of its human rights due diligence in preventing and addressing content moderation failures that may facilitate mass human rights abuses in conflict-affected and high-risk areas, particularly Gaza. The proponent cites historical shortcomings and independent findings (e.g., BSR) and alleges insufficient implementation. Management points to its Corporate Human Rights Policy, past commissioning of BSR, ongoing reporting and Transparency Center outputs, and board oversight via the audit & privacy committee, asserting the requested additional report would be duplicative. For analysts, the request probes operational effectiveness of moderation, escalation and remediation processes, and whether published disclosures sufficiently evidence implementation. Implementation would require cross-functional review, independent assessment or audit, and sensitivity to operational and legal constraints in conflict contexts; disclosure could enhance accountability but may also surface complex tradeoffs concerning content restrictions and legal compliance.
|
| #8 |
Shareholder Proposal Regarding Report on Addressing Antisemitism and Hate in Online Platforms
Shareholder Against
Request a report detailing Meta’s policies, practices, and effectiveness in addressing antisemitism and other online hate, including moderation, enforcement, ad policies, user protection, trainin… more ›Request a report detailing Meta’s policies, practices, and effectiveness in addressing antisemitism and other online hate, including moderation, enforcement, ad policies, user protection, training, and transparency, published within one year.
Detail ›This proposal requests a detailed report on Meta’s policies and practices for addressing antisemitism and online hate, including moderation, enforcement, ad policies, training, user support, transparency, and research access. The proponents cite ADL findings showing increased antisemitic harassment and argue that improved reporting would protect users, advertisers, and reputation. Management points to Community Standards, stakeholder-informed policy development, enforcement systems, Transparency Center reporting, and audit & privacy committee oversight, concluding additional reporting is unnecessary. The proposal targets measurable enforcement effectiveness and transparency, and implementation would require collating enforcement metrics, third-party assessments, and possible changes to research access policies; it could influence advertiser confidence and regulatory scrutiny depending on findings. Analysts should consider whether existing Transparency Center disclosures and enforcement metrics adequately demonstrate effectiveness or whether independent, class-level or qualitative reporting would materially reduce reputational and regulatory risk.
|
| #9 |
Shareholder Proposal Regarding Report on Climate Change-Related Commitments
Shareholder Against
Request a report explaining how Meta will meet its greenhouse gas emissions and climate commitments given growing energy demand from AI and planned data centers.
Detail ›The proposal seeks a report explaining how Meta will meet its greenhouse gas and climate commitments amid rapidly growing energy demand from AI and new data centers, noting increases in data-center emissions and local utilities' fossil-fuel responses. Management highlights existing achievements—net-zero Scope 1 and 2, large clean energy procurements, data center efficiency measures, sustainability reporting, and oversight by the audit & privacy committee—and deems an additional report unnecessary. Key issues for investors include whether contracted renewable capacity and investments in grid solutions (including nuclear and storage) will scale with compute demand, and whether alternative measures (demand-side management, tariff design) are being prioritized to avoid local fossil lock-in. Implementation of a report would require cross-functional energy planning, scenario modeling, disclosure of procurement and grid-impact strategies, and sensitivity to commercially proprietary procurement contracts; such disclosure could reassure investors about alignment between growth and climate commitments.
|
| #10 |
Shareholder Proposal Regarding Report on Integrating Child Safety Improvements into the Executive Compensation Program
Shareholder Against
Request that the Compensation Committee publish a report assessing feasibility of integrating child safety performance into senior executive compensation, describing findings in annual proxy mate… more ›Request that the Compensation Committee publish a report assessing feasibility of integrating child safety performance into senior executive compensation, describing findings in annual proxy materials.
Detail ›This proposal requests a feasibility report on integrating child safety performance metrics into senior executive compensation to align incentives with reducing harms to children and mitigate legal, reputational, and financial risks. Proponents cite regulatory pressure, litigation, and past shareholder support for related proposals; management argues child safety is already a company priority and that the existing compensation framework—which emphasizes long-term equity and company-level performance criteria—is appropriate, leaving compensation design to the independent compensation committee. For analysts, the core question is whether adding specific child-safety KPIs would materially change operational priorities or risk exposure, and how such KPIs could be measured reliably without incentivizing undesirable behavior (e.g., over-removal). Implementing such a program would require careful metric design, data collection, legal review, and board/committee deliberation; potential benefits include clearer accountability and investor assurance, while risks include gaming or misalignment with product safety tradeoffs.
|
| #11 |
Shareholder Proposal Regarding Data Protection Impact Assessment on Generative AI Chatbots
Shareholder Against
Request the board oversee a data protection impact assessment on collection of user interactions with generative AI chatbots (voice and text) used to personalize advertising and content, describi… more ›Request the board oversee a data protection impact assessment on collection of user interactions with generative AI chatbots (voice and text) used to personalize advertising and content, describing opt-out procedures and safeguards; publish assessment on website.
Detail ›This shareholder proposal asks for a data protection impact assessment covering Meta’s collection of user interactions with generative AI chatbots used for personalization and ad targeting, including opt-out mechanisms and safeguards, to be published online. Proponents argue such interactions are highly revealing and that no full opt-out exists, raising privacy, child-safety, and regulatory risks given Meta’s ad-driven revenue model and rapid AI rollout. Management points to existing Privacy Policy disclosures, embedded privacy teams, internal risk reviews, product-level privacy teams, and audit & privacy committee oversight, asserting a separate DPIA would be redundant. For assessment, key points include the scope of data collected, retention/processing practices, opt-in/opt-out controls, special category data protections, and technical safeguards; a credible DPIA could reduce regulatory risk and inform policy but may require balancing transparency with proprietary concerns.
|
| #12 |
Shareholder Proposal Regarding Report on Risks of Anti-American Discrimination from H-1B Visa Program Use
Shareholder Against
Request an evaluation and report on reputational, legal, and financial risks from actual or perceived anti-American worker discrimination due to reliance on H-1B visa program use.
Detail ›This proposal requests a board-led evaluation of reputational, legal, and financial risks arising from actual or perceived anti-American discrimination related to Meta’s use of the H-1B visa program, citing litigation, enforcement actions, and prior settlements. Management points to EEO policies, mandatory training, and a large U.S.-based workforce as mitigants and contends the requested report would not add shareholder value. For investors, the core issues are litigation/regulatory exposure, workforce sourcing practices, and reputational impacts; a transparent evaluation could clarify compliance posture and risk management but may also highlight sensitive workforce data and competitive hiring practices. Implementation would involve HR, legal, and compliance teams and require careful handling of confidentiality and immigration-law constraints.
|
Filing-extracted summary
Election of twelve directors; Ratification of Ernst & Young LLP as independent registered public accounting firm; and ten shareholder proposals requesting various reports or governance changes on AI data oversight, executive pay frequency, dual-class recapitalization, vote disclosure by share class, human rights due diligence, addressing antisemitism and online hate, climate change commitments, integrating child safety into executive compensation, a data protection impact assessment on generative AI chatbots, and an audit of H-1B visa-related discrimination risks.
Recent key filings
| Quarterly report (10-Q) | View › | |
| Definitive proxy (DEF 14A) | View › | |
| Annual report (10-K) | View › | |
| Quarterly report (10-Q) | View › | |
| Quarterly report (10-Q) | View › | |
| Definitive proxy (DEF 14A) | View › |
About the risk forecast
The risk forecast scores each director on the company’s slate against Boardroom Alpha’s YoY Director-Vote Forecast model — three XGBoost classifiers that estimate the probability the director’s vote support falls below 70%, 80%, and 90% at the upcoming annual meeting, augmented by a five-rule governance escalation layer (overboarding, audit-committee composition, prior dissent, and others).
Bands map to those probability thresholds:
- Crisis — high probability of vote support below 70%. Rare.
- Material — high probability of below 80%. The primary screening threshold.
- Elevated — significant elevated risk of dissent.
- Watch — even a mild withhold is detectable. Informational.
- Healthy — no signal of meaningful dissent.
Prior is the director’s most-recent vote-support percentage at this same board. Direction compares the forecast to that prior vote: ↑ expected better means more support than last year; ↓ expected worse means less.
Forecast applies only to non-contested annual proxies (DEF 14A). Contested situations are tracked separately on the contested-proxy pipeline. The model is retrained nightly; bands shown reflect the most recent run.
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Frequently Asked Questions
When is the Meta Platforms Inc 2026 annual meeting?
Meta Platforms Inc (META) holds its 2026 annual shareholder meeting on .
What is the record date for the Meta Platforms Inc 2026 meeting?
The record date for the Meta Platforms Inc 2026 meeting is . Shareholders of record on or before that date are eligible to vote.
Who are the director nominees for Meta Platforms Inc's 2026 meeting?
The board is presenting 12 director nominees at the Meta Platforms Inc 2026 meeting. The full slate appears in the 'Director Nominees' table on this page, with independence designations and a structured indexable summary.
What proposals will shareholders vote on at the Meta Platforms Inc 2026 meeting?
Shareholders will vote on 12 proposals at the Meta Platforms Inc 2026 meeting. The full list with proposed-by tags and management recommendations appears in the 'Proposals on the Ballot' section on this page.
Where do I find the original proxy filing?
The 'View proxy' link at the top of this page opens the original SEC DEF 14A (or amended) filing for the Meta Platforms Inc 2026 meeting in the Boardroom Alpha filing viewer.