Meta Platforms Inc
For the period ended Dec 31, 2023. Filed Apr 19, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2023 · Filed Apr 19, 2024
Contents
Cover page
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant. ý Filed by a Party other than the Registrant. ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
|---|---|
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ý | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material under § 240.14a-12 |
Meta Platforms, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ý | No fee required. |
|---|---|
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| INTRODUCTION | Page No. |
|---|---|
| Letters to Our Shareholders | 2 |
| Notice of Annual Meeting | 4 |
| Proxy Statement Summary | 5 |
| CORPORATE GOVERNANCE | |
| Director Nominees and Executive Officers | 14 |
| Proposal One: Election of Directors | 26 |
| Corporate Governance | 26 |
| Responsible Business Practices | 35 |
| Shareholder Engagement | 44 |
| Related Party Transactions | 46 |
| Report of the Audit & Risk Oversight Committee | 47 |
| Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm | 47 |
| Proposal Three: Approval of Amendment to Amended and Restated Certificate of Incorporation | 48 |
| Proposal Four: Approval of Amendment to 2012 Equity Incentive Plan | 49 |
| COMPENSATION AND SECURITY OWNERSHIP | |
| Director Compensation | 55 |
| Executive Compensation, Including Compensation Discussion and Analysis | 58 |
| Report of the Compensation, Nominating & Governance Committee | 76 |
| Security Ownership of Certain Beneficial Owners and Management | 77 |
| SHAREHOLDER PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING | |
| Shareholder Proposals | 80 |
| Proposal Five: Shareholder Proposal Regarding Dual Class Capital Structure | 80 |
| Proposal Six: Shareholder Proposal Regarding Report on Generative AI Misinformation and Disinformation Risks | 82 |
| Proposal Seven: Shareholder Proposal Regarding Disclosure of Voting Results Based on Class of Shares | 85 |
| Proposal Eight: Shareholder Proposal Regarding Report on Human Rights Risks in Non-US Markets | 87 |
| Proposal Nine: Shareholder Proposal Regarding Amendment of Corporate Governance Guidelines | 89 |
| Proposal Ten: Shareholder Proposal Regarding Human Rights Impact Assessment on AI Systems Driving Targeted Advertising | 90 |
| Proposal Eleven: Shareholder Proposal Regarding Report on Child Safety Impacts and Actual Harm Reduction to Children | 93 |
| Proposal Twelve: Shareholder Proposal Regarding Report and Advisory Vote on Minimum Age for Social Media | 97 |
| Proposal Thirteen: Shareholder Proposal Regarding Report on Political Advertising and Election Cycle Enhanced Actions | 100 |
| Proposal Fourteen: Shareholder Proposal Regarding Report on Framework to Assess Company Lobbying Alignment with Climate Goals | 103 |
| INFORMATION ABOUT THE ANNUAL MEETING | |
| Questions and Answers about the Proxy Materials and the Annual Meeting | 106 |
| Other Matters | 111 |
| Appendix A: Certificate of Amendment of Amended and Restated Certificate of Incorporation | 112 |
| Appendix B-1: 2012 Equity Incentive Plan, As Amended | 113 |
| Appendix B-2: Amendment to 2012 Equity Incentive Plan | 130 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.