Meta Platforms, Inc.
For the period ended Dec 31, 2025. Filed Apr 16, 2026.
View on SEC.govAbout this filing
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, 2025 · Filed Apr 16, 2026
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.
2025 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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2025 BUSINESS HIGHLIGHTS
We delivered strong business performance in 2025, including the following financial and community highlights:
Revenue was $200.97 billion for full year 2025.
Costs and expenses were $117.69 billion for full year 2025.
Income from operations was $83.28 billion for full year 2025, representing a 41% operating margin.
Family daily active people was 3.58 billion on average for December 2025.
We continued to invest based on our company priorities, with 82% of our 2025 total costs and expenses recognized in our Family of Apps segment and 18% in our Reality Labs segment.
For additional information about our 2025 financial results and community metrics, see our Annual Report on Form 10-K for the year ended December 31, 2025.
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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 rights 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 CORE VALUES
Our core values are what guide our actions, communication, and decisions every day.
| Move Fast | We build and learn faster than anyone else. Acting with urgency, we don't wait 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 | We emphasize 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 | We push ourselves 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 | We 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 | We create 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 | We are 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. The skills and qualifications of our director nominees include distinguished leadership, CEO insights, global reach, industry experience, and governance expertise, and 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 | Chief Financial Officer, eBay | 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 | Senior Partner Emeritus, McKinsey & Company | ü |
| Robert M. Kimmitt | 2020 | Senior International Counsel, WilmerHale | ü |
| Charles Songhurst | 2024 | Technology Investor | 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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2025 SHAREHOLDER ENGAGEMENT HIGHLIGHTS
In addition to the ongoing dialogue among our investors, senior executives, and Investor Relations team, including following quarterly earnings, Meta maintains a corporate governance-focused engagement program that includes meeting with shareholders throughout the year in various forums, including one-on-one dialogues and conferences. In these meetings, we discuss a range of topics, including our approach to board oversight, company strategy, corporate governance, executive compensation, and responsible business practices. We believe that regular, transparent, and constructive communication with our shareholders helps us to understand their perspectives and priorities and contributes to effective corporate governance.
| 2025 Shareholder Engagement Overview(1) | |
|---|---|
| Over 50 Shareholders Engaged | Representing Approximately 40% of Outstanding Shares Engaged |
(1) Reflects reported share ownership as of December 31, 2025 and includes engagement meetings conducted through March 2026.
Key shareholder engagement topics this past year included corporate governance and our board of directors, AI, platform integrity, youth safety, and sustainability. Our shareholder engagement program is more fully described in the section of this proxy statement entitled "Shareholder Engagement."
2025 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 we believe is competitively positioned when compared to 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•Compensation, nominating & governance committee composed 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."
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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 twelve directors (page 24) | FOR each nominee | •Our slate of highly qualified director nominees represents 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, 2026 (page 38) | FOR | •The audit & privacy 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. |
| Shareholder Proposals: | ||
| 3. A shareholder proposal regarding report on AI data usage oversight (page 67) | AGAINST | •We have robust risk review and privacy practices that address how we use information for AI models and features.•Our Privacy Policy, Privacy Center, and other disclosures explain how we use information for AI training.•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.•Our board of directors, primarily through our audit & privacy committee, oversees our AI data practices.•Given our ongoing efforts to address this topic, our board of directors believes the requested report is unnecessary and would not provide additional benefit to our shareholders. |
| 4. A shareholder proposal regarding annual vote regarding executive pay (page 70) | AGAINST | •We believe a triennial vote complements our goal of creating a compensation program that aligns pay with performance and enhances long-term shareholder value.•At our 2025 Annual Meeting of Shareholders, shareholders approved a three-year frequency for our say on pay vote.•Our board of directors believes the requested change is unnecessary and not in the long-term best interests of Meta and its shareholders. |
| 5. A shareholder proposal regarding dual class capital structure (page 71) | AGAINST | •Our board of directors evaluates Meta’s capital structure on a regular basis and continues to believe that our capital structure is in the best interests of the company and its shareholders.•Our 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.•Our board of directors believes the requested change to our capital structure is unnecessary and not in the best interests of Meta and its shareholders at this time. |
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| 6. A shareholder proposal regarding disclosure of voting results by share class (page 73) | AGAINST | •Our existing disclosures about 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.•Our board of directors believes the requested disclosure is unnecessary and would not provide additional benefit to our shareholders. |
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| 7. A shareholder proposal regarding report on human rights due diligence (page 75) | AGAINST | •Our commitment to respecting human rights is reflected in our Corporate Human Rights Policy, which follows the approaches set out by the United Nations Guiding Principles on Business and Human Rights (UNGPs).•We have a strong record of human rights reporting and have published several reports around our human rights due diligence and impact.•Our Transparency Center provides details on our content policies, including regular reports about our Community Standards enforcement and responses to content restriction requests.•Our board of directors, primarily through our audit & privacy committee, provides oversight of our approach to content governance.•Given our ongoing efforts to address this topic, our board of directors believes the requested report is unnecessary and would not provide additional benefit to our shareholders. |
| 8. A shareholder proposal regarding report on addressing antisemitism and hate in online platforms (page 77) | AGAINST | •Our Community Standards outline our hateful conduct policy, which is central to our efforts to combat antisemitism and other forms of hateful conduct on our services.•As part of developing our content policies, we gather input from stakeholders around the globe who have relevant expertise and experience.•We have content enforcement systems in place to respond to content on our platforms that violates our Community Standards.•Our Transparency Center provides details on our content policies and enforcement systems, including reports that track our progress.•Our board of directors, primarily through our audit & privacy committee, provides oversight of our approach to content governance.•Given our ongoing efforts to address this topic, our board of directors believes the requested report is unnecessary and would not provide additional benefit to our shareholders. |
| 9. A shareholder proposal regarding report on climate change-related commitments (page 79) | AGAINST | •As we continue to build the future of human connection and the technology that makes it possible, we strive to do so in a way that supports a more sustainable world.•We design and operate some of the most innovative and efficient data centers in the industry.•We report data center energy consumption and other environmental metrics in our sustainability report.•Our board's audit & privacy committee provides oversight of our environmental and sustainability strategy.•Given our ongoing efforts to address this topic, our board of directors believes the requested report is unnecessary and would not provide additional benefit to our shareholders. |
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| 10. A shareholder proposal regarding report on integrating child safety improvements into the executive compensation program (page 81) | AGAINST | •At Meta, we prioritize helping keep young people safe online.•We believe that the current structure of our compensation program supports our objectives of encouraging our executives to focus on our company priorities and rewarding high levels of impact with commensurate levels of compensation.•Our compensation, nominating & governance committee is best positioned to determine the structure of our executive compensation program.•Our board of directors believes the requested report is unnecessary and would not provide additional benefit to our shareholders in light of our existing practices. |
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| 11. A shareholder proposal regarding data protection impact assessment on generative AI chatbots (page 83) | AGAINST | •We already provide disclosure about personalizing content and ad recommendations on our platforms based on people’s interactions with our generative AI features.•We maintain a comprehensive company-wide privacy program to help enable oversight and accountability at scale.•Our board of directors provides robust oversight over privacy and product compliance issues, with specific oversight led by the audit & privacy committee.•Given our ongoing efforts to address this topic, our board of directors believes the requested report is unnecessary and would not provide additional benefit to our shareholders. |
| 12. A shareholder proposal regarding report on risks of anti-American discrimination from H-1B visa program use (page 85) | AGAINST | •We have robust policies in place, including our Equal Employment Opportunity Policy and Code of Conduct, that prohibit discrimination on the basis of any legally protected characteristic, including U.S. citizenship, nationality, and national origin.•We protect against unlawful discrimination in employment by ensuring our personnel complete mandatory training.•We remain firmly rooted in the United States, with our largest workforce and significant investments based domestically.•Our board of directors believes the requested report is unnecessary and would not provide additional benefit to our shareholders. |
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