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
Proxy Statement Summary
This proxy statement summary highlights information described in more detail elsewhere in this proxy statement and does not contain all of the information you should consider. Please read the entire proxy statement before voting.
OUR MISSION
Our mission is to give people the power to build community and bring the world closer together. When Facebook launched in 2004, it changed the way people connect. Apps like Messenger, Instagram, and WhatsApp further empowered billions around the world. Now, Meta is moving beyond 2D screens toward immersive experiences like augmented and virtual reality to help build the next evolution in social technology.
2023 COMPANY PRIORITIES
| Build awesome things. | Make our business successful. | Make progress on societal issues related to our business. | Go out and tell our story. |
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2023 BUSINESS HIGHLIGHTS
2023 was our "year of efficiency," where we pursued several initiatives aimed at making us a better technology company and improving our financial performance so that we are positioned to execute our long-term vision. We delivered strong business performance, including the following financial and community highlights:
Revenue was $134.90 billion for full year 2023.
Costs and expenses were $88.15 billion for full year 2023.
Income from operations was $46.75 billion for full year 2023, representing a 35% operating margin.
Family daily active people was 3.19 billion on average for December 2023.
We continued to invest based on our company priorities, with 80% of our 2023 total costs and expenses recognized in our Family of Apps segment and 20% in our Reality Labs segment.
For additional information about our 2023 financial results and community metrics, see our Annual Report on Form 10-K for the year ended December 31, 2023.
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OUR PRINCIPLES
Our principles embody what we stand for and guide our approach to how we build technology for people and their relationships.
| Give People a Voice | People deserve to be heard and to have a voice—even when that means defending the right of people we disagree with. |
| Build Connection and Community | Our services help people connect, and when they're at their best, they bring people closer together. |
| Serve Everyone | We work to make technology accessible to everyone, and our business model is ads so our services can be free. |
| Keep People Safe and Protect Privacy | We have a responsibility to promote the best of what people can do together by keeping people safe and preventing harm. |
| Promote Economic Opportunity | Our tools help level the playing field so businesses grow, create jobs and strengthen the economy. |
OUR VALUES
Our six values are the signposts that guide our work, how we spend our time, and how we work together. By working at Meta, we each commit to bring these values to our work, each and every day.
| Move Fast | Move Fast helps us to build and learn faster than anyone else. This means acting with urgency and not waiting until next week to do something you could do today. At our scale, this also means we continuously work to speed up our highest priority initiatives by methodically removing barriers that get in the way. It's about moving fast in one direction together as a company and as individuals. |
| Focus on Long-Term Impact | Focus on Long-Term Impact emphasizes long-term thinking that encourages us to extend the timeline for the impact we have, rather than optimizing for near-term wins. We should take on the challenges that will be the most impactful, even if the full results won't be seen for years. |
| Build Awesome Things | Build Awesome Things pushes us to ship things that are not just good, but also awe-inspiring. We've already built products that are useful to billions of people. In our next chapter we'll focus more on inspiring people as well, in everything we do. |
| Live in the Future | Live in the Future guides us to build the future of work that we want, with an in-person focus designed to support a strong, valuable experience for our people who have chosen to work from the office, and a thoughtful and intentional approach to where we invest in remote work. This also means being early adopters of the future products we build to help people feel present together wherever they are. |
| Be Direct and Respect Your Colleagues | Be Direct and Respect Your Colleagues is about creating a culture where we are straightforward and willing to have hard conversations with each other. At the same time, we are also respectful and when we share feedback we recognize that many of the world's leading experts work here. |
| Meta, Metamates, Me | Meta, Metamates, Me is about being good stewards of our company and mission. It's about the sense of responsibility we have for our collective success and to each other as teammates. It's about taking care of our company and each other. |
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BOARD HIGHLIGHTS
Our board of directors believes that having a diverse set of directors with complementary qualifications, expertise, experience, and backgrounds best ensures effective oversight, allows us to represent the interests of our shareholders, and provides practical insights and varied perspectives. The skills and qualifications of our director nominees are more fully described in the sections of this proxy statement entitled "Director Nominees and Executive Officers" and "Corporate Governance." The following tables provide information regarding the diversity, age, and tenure of our directors as of April 19, 2024:
OUR DIRECTOR NOMINEES
The following table provides summary information about our director nominees. See the sections of this proxy statement entitled "Director Nominees and Executive Officers" and "Corporate Governance" for more information.
| Name | Director Since | Primary Employment | Independent |
|---|---|---|---|
| Peggy Alford | 2019 | Former Executive Vice President, Global Sales, PayPal Holdings | ü |
| Marc L. Andreessen | 2008 | Co-founder and General Partner, Andreessen Horowitz | ü |
| John Arnold | 2024 | Co-founder and Co-chair, Arnold Ventures | ü |
| Andrew W. Houston | 2020 | Co-founder and Chief Executive Officer, Dropbox | ü |
| Nancy Killefer | 2020 | Retired Senior Partner, McKinsey & Company | ü |
| Robert M. Kimmitt | 2020 | Senior International Counsel, WilmerHale | ü |
| Hock E. Tan | 2024 | President and Chief Executive Officer, Broadcom | ü |
| Tracey T. Travis | 2020 | Executive Vice President and Chief Financial Officer, The Estée Lauder Companies | ü |
| Tony Xu | 2022 | Co-founder and Chief Executive Officer, DoorDash | ü |
| Mark Zuckerberg | 2004 | Founder, Chairman, and Chief Executive Officer, Meta |
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RESPONSIBLE BUSINESS PRACTICES HIGHLIGHTS
We are committed to operating our business responsibly.
We invest in ongoing efforts across our company, including in key areas such as data privacy and cybersecurity, human rights, responsible artificial intelligence, and community safety and support. We made progress on a number of key initiatives in 2023, including:
We grew our product, engineering, and operations teams that are focused primarily on privacy across the company to more than 3,000 people at the end of 2023.
We published our second annual human rights report, including key findings from our salient risk assessment. The analysis identified as highest priority the following salient human rights risks: freedom of opinion and expression, privacy, equality and non-discrimination, life, liberty and security of the person, best interests of the child, public participation, to vote, and to be elected, freedom of association and assembly and right to health. The salient risk assessment will continue to support our work in identifying the most critical human rights issues for the company.
Meta's data centers and offices are supported by 100% renewable energy and have reached net zero operational greenhouse gas emissions.
We also continued to focus on enforcing our community standards to help ensure the safety and security of our platforms. We regularly issue Community Standards Enforcement Reports that track our record of enforcing our content policies on Facebook and Instagram. For example, we reported in our latest Community Standards Enforcement Report that from the third quarter of 2020 to the fourth quarter of 2023, the prevalence of hate speech on Facebook decreased from a range of approximately 0.10% to 0.11% to a range of approximately 0.01% to 0.02%.
See the section of this proxy statement entitled "Responsible Business Practices" for more information about our efforts in these and other key areas such as building responsibly, human capital, and environmental sustainability.
SHAREHOLDER ENGAGEMENT
We are committed to maintaining an active dialogue with our shareholders and broader stakeholder community, understanding investor viewpoints, hearing feedback, and being responsive. To that end, we believe that effective corporate governance includes regular, transparent, and constructive communication with our various stakeholders to understand their perspectives and priorities, as well as to answer inquiries and elaborate upon our initiatives. Our shareholder engagement program includes various forums for discussion throughout the year, including direct engagement efforts, topic-specific group calls, conferences, and other opportunities.
In 2023, we continued making progress on our engagement efforts and taking a more proactive approach to sharing the work of our team and ensuring that investor perspectives informed our practices.
| 2023 Shareholder Engagement Overview(1) | |
|---|---|
| Over 50 Shareholders Engaged | Representing Over 40% of Outstanding Shares Engaged |
(1) Reflects reported share ownership as of December 31, 2023 and includes engagement meetings conducted through March 2024.
Key shareholder engagement topics included:
Company strategy
Corporate governance and our board of directors
Executive compensation
Environmental and social matters, including human capital management, human rights, content governance, data privacy, and responsible AI
Our shareholder engagement program is more fully described in the section of this proxy statement entitled "Shareholder Engagement."
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EXECUTIVE COMPENSATION HIGHLIGHTS
We are focused on our mission to give people the power to build community and bring the world closer together. All of our products, including our apps, share the vision of helping to bring the metaverse to life. And across our work, we are innovating in artificial intelligence technologies to build new experiences that help make our platform more social, useful, and immersive, as well as creating new content and features for Meta smart glasses and mixed reality technology. For us to be successful, we design our executive compensation programs to attract and retain a talented team of engineering, product, sales, and business professionals who can help achieve this mission through the successful pursuit of our company priorities.
Objectives•Attract the top talent in our leadership positions and motivate our executives to deliver the highest level of individual and team impact and results•Encourage our executives to focus on our company priorities•Ensure each of our executives receives a total compensation package that encourages his or her long-term retention•Reward high levels of impact with commensurate levels of compensation•Align the interests of our executives with those of our shareholders in the overall success of our company by emphasizing long-term incentives
Design•Program is heavily weighted towards equity compensation in the form of restricted stock units, with cash compensation that is generally below market relative to executive cash compensation at our peer companies•Annual cash incentives are designed to motivate executive officers to focus on our company priorities and reward them for company results and achievements•Service-based vesting conditions for equity awards•Our CEO continues to receive a base salary of $1 per year in addition to his overall security program, and he does not participate in the annual bonus plan or receive additional equity awards
Compensation Best Practices•Our compensation, nominating & governance committee is comprised of solely independent directors and advised by an independent compensation consultant•Annual review and approval of our compensation strategy, including a review of our compensation-related risk profile•Pay philosophy heavily weighted towards equity compensation to best align executive officer interests with the long-term interests of shareholders•Robust stock ownership guidelines that require our executive officers to maintain significant ownership of our common stock
For more information regarding our executive compensation philosophy and practices, see the section of this proxy statement entitled "Compensation Discussion and Analysis."
VOTING MATTERS AND RECOMMENDATIONS
The following table provides summary information about the proposals to be voted on at the Annual Meeting. See the pages of this proxy statement listed below for more information.
| Proposal | Board Voting Recommendation | Rationale |
|---|---|---|
| Management Proposals: | ||
| 1. The election of ten directors (page 26) | FOR each nominee | •Slate of highly qualified director nominees with broad and diverse backgrounds, experiences, and skill sets aligned to Meta's unique business. |
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| Proposal | Board Voting Recommendation | Rationale |
|---|---|---|
| 2. The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (page 47) | FOR | •The audit & risk oversight committee has selected Ernst & Young LLP to serve as our independent registered public accounting firm.•Ernst & Young LLP is an independent accounting firm with the breadth of expertise and knowledge necessary to effectively audit Meta’s financial statements. |
| 3. An amendment to our Amended and Restated Certificate of Incorporation (page 48) | FOR | •The amendment provides for the elimination of monetary liability of certain officers in certain limited circumstances as permitted by recent amendments to Delaware law.•We believe this amendment will help attract and retain talented officers, and the board has determined that it is in the best interests of the company and our shareholders to adopt the amendment. |
| 4. An amendment to our 2012 Equity Incentive Plan (page 49) | FOR | •The amendment will allow for the award of share-settled dividend equivalents on awards of restricted stock and restricted stock units granted under the 2012 Equity Incentive Plan.•We believe that this amendment will allow us to structure equity awards in a manner reflective of the fact that we intend to continue to pay dividends going forward, subject to board approval, and give us the flexibility to settle dividend equivalents in shares of Meta stock. |
| Shareholder Proposals: | ||
| 5. A shareholder proposal regarding dual class capital structure (page 80) | AGAINST | •Our board of directors evaluates Meta's capital structure on a regular basis and continues to believe that our current capital structure is in the best interest of the company and its shareholders.•Our current capital structure allows our board of directors and management team to focus on the long term.•Our board of directors provides robust independent oversight and ensures that the interests of our shareholders are considered.•The requested change to our capital structure is unnecessary and is not in the best interest of Meta and its shareholders at this time. |
| 6. A shareholder proposal regarding report on generative AI misinformation and disinformation risks (page 82) | AGAINST | •Our artificial intelligence (AI) work is guided by Meta's five pillars of Responsible AI and the related risks are overseen by our board of directors.•We have made significant investments in our safety and security efforts to combat misinformation and disinformation, including content policies and enforcement, AI tools, and partnerships.•We have developed tools to help people understand when content has been created using our Meta AI feature, and have ongoing efforts to help identify other AI-generated content on our apps.•We provide visibility into the impact of our products, effectiveness of our policies and the way we oversee risks associated with mis- and disinformation.•Given our ongoing efforts to address this topic, the board of directors believes that the requested report is unnecessary and would not provide additional benefit to our shareholders. |
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| Proposal | Board Voting Recommendation | Rationale |
|---|---|---|
| 7. A shareholder proposal regarding disclosure of voting results based on class of shares (page 85) | AGAINST | •Our existing disclosures around our capital structure and security ownership already provide transparency to the general public and our shareholders.•Our board of directors remains committed to effective oversight and responsiveness to shareholder concerns, regardless of which class of common stock our shareholders own.•The requested disclosure is unnecessary and would not provide additional benefit to our shareholders. |
| 8. A shareholder proposal regarding report on human rights risks in non-US markets (page 87) | AGAINST | •We are committed to respecting human rights and have robust policies and processes designed to fulfill our human rights commitments, as well as board-level oversight to ensure accountability.•Our corporate human rights policy helps ensure that Meta incorporates consideration of the United Nations Guiding Principles on Business and Human Rights (UNGPs) into our decisions and actions.•We are an industry leader in human rights reporting and engage with shareholders on a regular basis to continually enhance our reporting and disclosures.•We have strengthened our governance systems to advance our work toward respecting human rights across all of our products and services globally.•The requested report is unnecessary and would not provide additional benefit to shareholders in light of our existing practices, oversight, and disclosures regarding human rights. |
| 9. A shareholder proposal regarding amendment of Corporate Governance Guidelines (page 89) | AGAINST | •The proposed update to our Corporate Governance Guidelines is unnecessary in light of the existing responsibilities of our Lead Independent Director and our process for executive sessions of independent directors. |
| 10. A shareholder proposal regarding human rights impact assessment on AI systems driving targeted advertising (page 90) | AGAINST | •We are committed to respecting human rights.•The requested Human Rights Impact Assessment is unnecessary in light of the Comprehensive Human Rights Salient Risk Assessment Meta conducted in 2022 - 2023.•We believe the best advertising experiences are personalized and are committed to mitigating risks related to targeted advertising.•The requested report is unnecessary and would not provide additional benefit to shareholders in light of our existing practices, oversight, and disclosures regarding human rights. |
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| Proposal | Board Voting Recommendation | Rationale |
|---|---|---|
| 11. A shareholder proposal regarding report on child safety impacts and actual harm reduction to children (page 93) | AGAINST | •We want people, especially young people, to foster their online relationships in a safe, positive, and supportive environment, and we work closely with a broad range of stakeholders to inform our approach to safety.•Our policies prohibit harmful content, as well as content or behavior that exploits young people. We recently introduced enhanced protections designed to give teens more age-appropriate experiences on our apps and are focused on building features and tools that help people connect online safely and responsibly.•We seek to prevent child exploitation through a number of measures, including using sophisticated technology, to proactively find and take action on such content. •We have invested in a combination of technologies and tools designed to provide options to verify age, and protect young people's privacy, even in the absence of clear standards regarding online age verification.•We are committed to providing families with the tools they need to promote safe and age-appropriate social media usage.•We publish Community Standards Enforcement Reports quarterly to track and demonstrate our commitment to online safety and inclusivity.•The board of directors provides oversight of this topic through its audit & risk oversight committee.•Given our ongoing efforts to address this topic, the board of directors believes that the requested report is unnecessary and would not provide additional benefit to our shareholders. |
| 12. A shareholder proposal regarding report and advisory vote on minimum age for social media (page 97) | AGAINST | •We already have minimum age requirements for our users and have invested in a combination of technologies and tools designed to provide options to verify age, and protect young people's privacy, even in the absence of clear industry standards regarding online age verification.•We want people, especially young people, to foster their online relationships in a safe, positive, and supportive environment, and we work closely with a broad range of stakeholders to inform our approach to safety.•We seek to prevent child exploitation through a number of measures, including using sophisticated technology, to proactively find and take action on such content.•Our policies prohibit harmful content, as well as content or behavior that exploits young people. We recently introduced enhanced protections designed to give teens more age-appropriate experiences on our apps and are focused on building features and tools that help people connect online safely and responsibly.•The board of directors provides oversight of this topic through its audit & risk oversight committee.•Implementing the requested report and advisory vote would impose substantial burdens and costs on the company, without providing any meaningful benefit to its shareholders. |
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| Proposal | Board Voting Recommendation | Rationale |
|---|---|---|
| 13. A shareholder proposal regarding report on political advertising and election cycle enhanced actions (page 100) | AGAINST | •We make preparing for elections one of our highest priorities and invest a significant amount of effort and resources not just during election periods but at all times. •Our approach to political ads is grounded in Meta's fundamental belief in free expression, respect for the democratic process, and the belief that, especially in mature democracies with a free press, political speech is the most scrutinized speech there is.•We seek to provide industry-leading transparency for ads about social issues, elections, or politics, and we continue to expand on these efforts.•The board of directors provides oversight of this topic through its audit & risk oversight committee.•Given our ongoing efforts to address this topic, the board of directors believes that the requested report is unnecessary and would not provide additional benefit to our shareholders. |
| 14. A shareholder proposal regarding report on framework to assess company lobbying alignment with climate goals (page 103) | AGAINST | •We are committed to fighting climate change, and we embrace our responsibility and the opportunity to impact the world beyond our operations.•We are committed to thorough and robust reporting processes around our political contributions and lobbying activities, including board-level oversight of Meta's lobbying activities.•We have a robust process in place designed to ensure that our climate policy work aligns with our stated priorities.•Given our ongoing commitment to fighting climate change and transparency regarding our lobbying practices, the board of directors believes that the requested report is unnecessary. |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.