Meta Platforms (META) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 27, 2026, to elect twelve directors, ratify the appointment of Ernst & Young LLP as auditor, and vote on ten shareholder proposals.

• 2025 revenue reached $200.97 billion, up 22% from 2024, with a 41% operating margin and 3.58 billion daily active users in December 2025.

• The board restructured its committees in 2025, creating an audit & privacy committee and a risk & strategy committee to enhance oversight.

• Shareholder engagement included meetings with over 50 shareholders representing 40% of outstanding shares, focusing on governance, AI, platform integrity, youth safety, and sustainability.

Voting matters and shareholder proposals

• Twelve directors are nominated for election; all are current board members.

• Ratification of Ernst & Young LLP as independent auditor is recommended.

• Ten shareholder proposals cover topics such as AI data usage, executive pay vote frequency, dual class capital structure, voting result disclosure by share class, human rights due diligence, antisemitism and hate, climate change commitments, child safety in executive compensation, data protection for AI chatbots, and H-1B visa program risks; the board recommends voting against all.

Board of directors and corporate governance

• The board consists of twelve nominees with diverse backgrounds in technology, finance, governance, and global leadership.

• Nearly all directors are independent except the CEO; all committee members are independent.

• The board is led by a combined Chairman/CEO and a Lead Independent Director, with regular executive sessions of independent directors.

• Committees include audit & privacy, compensation, nominating & governance, and risk & strategy, each with defined responsibilities.

• Annual board and committee evaluations are conducted with third-party facilitation.