Meta Platforms Inc
For the period ended Dec 31, 2024. Filed Apr 17, 2025.
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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, 2024 · Filed Apr 17, 2025
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 build the future of human connection and the technology that makes it possible. 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 experiences that foster deeper connections and unlock new possibilities.
2024 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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2024 BUSINESS HIGHLIGHTS
We delivered strong business performance in 2024, including the following financial and community highlights:
Revenue was $164.50 billion for full year 2024.
Costs and expenses were $95.12 billion for full year 2024.
Income from operations was $69.38 billion for full year 2024, representing a 42% operating margin.
Family daily active people was 3.35 billion on average for December 2024.
We continued to invest based on our company priorities, with 79% of our 2024 total costs and expenses recognized in our Family of Apps segment and 21% in our Reality Labs segment.
For additional information about our 2024 financial results and community metrics, see our Annual Report on Form 10-K for the year ended December 31, 2024.
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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 we could do today. 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 technologies that are useful to billions of people. In our next chapter we'll focus more on inspiring them 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 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 stewards of our company and our mission. We have a sense of responsibility 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 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 a range of perspectives. We have continued to refresh our board with the addition of five new independent directors since our last Annual Meeting of Shareholders. 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."
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 |
| Patrick Collison | 2025 | Co-founder and Chief Executive Officer, Stripe | ü |
| John Elkann | 2024 | Chief Executive Officer, Exor | 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 |
| Dina Powell McCormick | 2025 | Vice Chair, President & Head of Global Client Services, BDT & MSD Partners | ü |
| Charles Songhurst | 2024 | Technology Investor | ü |
| Hock E. Tan | 2024 | President and Chief Executive Officer, Broadcom | ü |
| Tracey T. Travis | 2020 | Executive Vice President and Senior Advisor to the Chief Executive Officer, The Estée Lauder Companies | ü |
| Dana White | 2024 | President and Chief Executive Officer, Ultimate Fighting Championship | 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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SHAREHOLDER ENGAGEMENT HIGHLIGHTS
In addition to the regular dialogue our Investor Relations team has with investors through meetings and conference appearances, including those following quarterly earnings, Meta maintains an active dialogue with our shareholders in order to understand their viewpoints on key topics such as our board oversight, company strategy, corporate governance, executive compensation, and responsible business practices. To that end, we believe that effective corporate governance includes regular, transparent, and constructive communication with our shareholders 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.
| 2024 Shareholder Engagement Overview(1) | |
|---|---|
| Over 60 Shareholders Engaged | Representing Over 40% of Outstanding Shares Engaged |
(1) Reflects reported share ownership as of December 31, 2024 and includes engagement meetings conducted through March 2025.
Key shareholder engagement topics included:
Corporate governance and our board of directors
Content governance, platform safety, and AI
Talent retention, corporate culture, and employee engagement
Our shareholder engagement program is more fully described in the section of this proxy statement entitled "Shareholder Engagement."
EXECUTIVE COMPENSATION HIGHLIGHTS
We design our executive compensation programs to attract and retain a talented team of engineering, product, sales, and business professionals who can help achieve our 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
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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 by the compensation, nominating & governance committee, 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 fifteen directors (page 27) | FOR each nominee | •Slate of highly qualified director nominees with broad and diverse backgrounds, experiences, and skill sets aligned to Meta's unique business. |
| 2. The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (page 40) | 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. The approval of our 2025 Equity Incentive Plan (page 41) | FOR | •Our broad-based use of equity has been a key facet of our people practices and enables our employees to be owners of the company and committed to our long-term success. •We believe the 2025 Equity Incentive Plan is a key element of the board and management team’s strategy to align our employees’ interests with those of shareholders and motivate employees to help drive long-term growth and shareholder value. |
| 4. Advisory vote on the compensation program for our named executive officers (page 45) | FOR | •Our compensation, nominating & governance committee and board of directors believe that these policies and practices are effective in implementing our compensation philosophy and in achieving our goals. |
| 5. Advisory vote on the frequency with which we will conduct a non-binding advisory vote on the compensation program for our named executive officers (page 45) | THREE YEARS | •A substantial portion of executive compensation is in the form of long-term equity awards with performance periods of greater than three years. Triennial votes will allow our shareholders to evaluate the effectiveness of such long-term compensation strategies and related business outcomes of our company for the corresponding period, while avoiding over-emphasis on short-term variations in compensation and business results.•We believe a triennial vote complements our goal of creating a compensation program that enhances long-term shareholder value. |
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| Proposal | Board Voting Recommendation | Rationale |
|---|---|---|
| Shareholder Proposals: | ||
| 6. A shareholder proposal regarding dual class capital structure (page 73) | 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. |
| 7. A shareholder proposal regarding disclosure of voting results based on class of shares (page 75) | 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 consideration of shareholder interests, 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 hate targeting marginalized communities (page 77) | AGAINST | •Our Community Standards prohibit hateful conduct targeting protected characteristics on our platform.•We have content enforcement systems in place to respond to content that violates our Community Standards.•Our board of directors provides oversight of our approach to content governance.•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. |
| 9. A shareholder proposal regarding report on child safety impacts and actual harm reduction to children (page 78) | AGAINST | •We are committed to fostering a safe, positive experience online for young people.•We have made significant changes and investments to help protect young people on our platforms.•We collaborate with global experts and industry partners to build a broader child protection ecosystem. •We have robust public disclosure detailing our ongoing child safety efforts, including quantitative metrics on how we took action to enhance child safety. •The board of directors, primarily through the privacy & product compliance committee, provides oversight over this issue.•Given our ongoing efforts to address this topic, the board of directors believes the requested report is unnecessary and would not provide additional benefit to our shareholders in light of our existing practices, and disclosures regarding child safety. |
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| Proposal | Board Voting Recommendation | Rationale |
|---|---|---|
| 10. A shareholder proposal regarding report on risks of deepfakes in online child exploitation (page 82) | AGAINST | •Meta’s Community Standards clearly prohibit content or activity that sexually exploits or endangers children, including deepfakes.•Meta has invested in enhanced child safety tools and works closely with internal and external stakeholders to fight child sexual exploitation and improve policies and enforcement around online safety issues.•In April 2024, we signed on to principles set by Thorn and All Tech is Human, along with Google, Microsoft, Amazon, OpenAI and others, to address issues around AI-generated CSAM and child sexual exploitation material (CSEM). •We report on actions we take against child sexual exploitation, abuse, and nudity in our Transparency Center.•The board of directors provides oversight over our efforts in this area primarily through the privacy & product compliance committee. •Given our ongoing efforts to address this topic, the board of directors believes the requested report is unnecessary and would not provide additional benefit to shareholders in light of our existing practices, and disclosures regarding child safety. |
| 11. A shareholder proposal regarding report on AI data usage oversight (page 85) | AGAINST | •Protecting people’s privacy is core to how we build technology, including AI.•We have strong privacy practices that address how we use information for both AI and generative AI models and features.•We collaborate extensively with internal and external stakeholders on our AI data practices to help address key issues around the use of data in our models.•The board of directors, primarily through the privacy & product compliance committee, oversees our AI data practices.•Given our ongoing efforts to address this topic, the board of directors believes the requested report is unnecessary and would not provide additional benefit to our shareholders. |
| 12. A shareholder proposal regarding GHG emissions reduction actions (page 87) | AGAINST | •We have matched our operational electricity consumption with 100% clean and renewable energy since 2020.•We design and operate some of the most sustainable data centers in the industry, and promote data center sustainability by prioritizing energy efficiency and clean and renewable energy.•We continue to prioritize matching our electricity use with 100% renewable energy by adding new projects to local grids.•Our board’s audit & risk oversight committee receives updates on our environmental and sustainability strategy.•Given our existing efforts, the board of directors believes that the additional request is unnecessary. |
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| Proposal | Board Voting Recommendation | Rationale |
|---|---|---|
| 13. A shareholder proposal regarding Bitcoin treasury assessment (page 89) | AGAINST | •Meta utilizes a thorough decision-making process that considers many types of investable assets.•This requested assessment is unnecessary given Meta’s existing processes to manage its corporate treasury. |
| 14. A shareholder proposal regarding report on data collection and advertising practices (page 91) | AGAINST | •We take privacy seriously and have invested over $8 billion since 2019 in a rigorous privacy program that is designed to identify and address privacy risks early and embed privacy into our products from the start.•Our Privacy Center provides answers to common privacy questions, information about how we use data, and links to tools that allow people who use our technologies and programs to protect their own privacy.•We provide users with a variety of tools to view, manage, control, and download their personal information. •We regularly report on our privacy progress. •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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