What was the outcome of META's climate change-related commitments proposal?

The climate change-related commitments proposal did not pass. It garnered 342,645,684 votes for, 4,612,538,135 against, and 13,493,267 abstentions, plus 212,856,564 broker non-votes, indicating shareholders voted decisively against adopting this additional reporting commitment.

Meta (NASDAQ: META) investors re-elect board and vote down AI, ESG bids

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Meta Platforms, Inc. reported the results of its annual shareholder meeting held via webcast. A quorum was present, with 1,758,006,749 Class A shares and 342,307,492 Class B shares represented, accounting for 92.19% of the combined voting power entitled to vote.

All twelve director nominees, including Mark Zuckerberg, were re-elected to serve until the next annual meeting, and shareholders ratified Ernst & Young LLP as independent auditor for the year ending December 31, 2026. Ten shareholder proposals on topics such as AI data oversight, executive pay, dual class structure, human rights, antisemitism and hate, climate commitments, child safety, generative AI chatbots, and H-1B visa-related risks were each rejected by shareholders.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Class A shares represented: 1,758,006,749 shares Class B shares represented: 342,307,492 shares Combined voting power represented: 92.19% +5 more

8 metrics

Class A shares represented 1,758,006,749 shares Present or represented at annual meeting

Class B shares represented 342,307,492 shares Present or represented at annual meeting

Combined voting power represented 92.19% Voting power present at annual meeting

Auditor ratification votes for 5,148,139,817 shares Ernst & Young LLP ratified for 2026

AI data oversight proposal votes for 503,719,383 shares Shareholder proposal on AI data usage oversight

AI data oversight proposal votes against 4,446,931,952 shares Shareholder proposal on AI data usage oversight

Dual class structure proposal votes for 1,312,681,056 shares Shareholder proposal on dual class capital structure

H-1B risks proposal votes for 11,628,532 shares Shareholder proposal on H-1B visa program risks

Key Terms

broker non-votes, dual class capital structure, human rights due diligence, generative AI chatbots, +1 more

5 terms

broker non-votes financial

"Nominee | For | Withheld | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

dual class capital structure financial

"A shareholder proposal regarding dual class capital structure."

human rights due diligence financial

"A shareholder proposal regarding report on human rights due diligence."

Human rights due diligence is a company’s process for identifying, assessing, preventing and addressing how its operations, suppliers and products might harm people’s rights, such as labor, safety or discrimination. Think of it as a regular safety check and rulebook that helps a business spot risks, fix problems, and show investors it is managing legal, reputational and operational exposure tied to human rights issues. Investors use it to judge long‑term risk and resilience.

generative AI chatbots technical

"A shareholder proposal regarding data protection impact assessment on generative AI chatbots."

H-1B visa program regulatory

"report on risks of anti-American discrimination from H-1B visa program use."

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Understanding 8-K Material Events →

05/29/2026 - 04:16 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 27, 2026

Meta Platforms, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-35551

20-1665019

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

1 Meta Way, Menlo Park, California 94025

(Address of principal executive offices and Zip Code)

(650) 543-4800

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.000006 par value

META

The Nasdaq Stock Market LLC


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company						☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.						☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 27, 2026, Meta Platforms, Inc. (the "Company") held its annual meeting of shareholders via live audio webcast (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders voted on twelve proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 16, 2026 (the "Proxy Statement"). At the beginning of the Annual Meeting, there were 1,758,006,749 shares of Class A common stock and 342,307,492 shares of Class B common stock present or represented by proxy at the Annual Meeting, which represented 92.19% of the combined voting power of the shares of Class A common stock and Class B common stock entitled to vote at the Annual Meeting (voting together as a single class), and which constituted a quorum for the transaction of business. Holders of the Company's Class A common stock were entitled to one vote for each share held as of the close of business on April 1, 2026 (the "Record Date"), and holders of the Company's Class B common stock were entitled to ten votes for each share held as of the Record Date.

The shareholders of the Company voted on the following proposals at the Annual Meeting:

1.To elect the twelve directors nominated by the Company's board of directors, all of whom are currently serving on the Company's board of directors, each to serve until the next annual meeting of shareholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal.

2.To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.

3.A shareholder proposal regarding report on AI data usage oversight.

4.A shareholder proposal regarding annual vote regarding executive pay.

5.A shareholder proposal regarding dual class capital structure.

6.A shareholder proposal regarding disclosure of voting results by share class.

7.A shareholder proposal regarding report on human rights due diligence.

8.A shareholder proposal regarding report on addressing antisemitism and hate in online platforms.

9.A shareholder proposal regarding report on climate change-related commitments.

10.A shareholder proposal regarding report on integrating child safety improvements into the executive compensation program.

11.A shareholder proposal regarding data protection impact assessment on generative AI chatbots.

12.A shareholder proposal regarding report on risks of anti-American discrimination from H-1B visa program use.

1.Election of Directors


Nominee	For	Withheld	Broker Non-Votes
Peggy Alford	4,291,140,639	677,536,447	212,856,564
Marc L. Andreessen	4,766,747,193	201,929,893	212,856,564
John Arnold	4,919,233,923	49,443,163	212,856,564
Patrick Collison	4,919,253,388	49,423,698	212,856,564
John Elkann	4,110,029,835	858,647,251	212,856,564
Andrew W. Houston	4,525,080,688	443,596,398	212,856,564
Nancy Killefer	4,834,303,472	134,373,614	212,856,564
Robert M. Kimmitt	4,826,084,255	142,592,831	212,856,564
Charles Songhurst	4,921,551,531	47,125,555	212,856,564
Dana White	4,542,071,550	426,605,536	212,856,564
Tony Xu	4,530,138,488	438,538,598	212,856,564
Mark Zuckerberg	4,650,180,275	318,496,811	212,856,564

Each of the twelve nominees for director was elected to serve until the next annual meeting of shareholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal.

2.Ratification of Appointment of Independent Registered Public Accounting Firm


For	Against	Abstentions
5,148,139,817	29,583,257	3,810,576

There were no broker non-votes on this proposal.

The shareholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.

3.Shareholder Proposal Regarding Report on AI Data Usage Oversight


For	Against	Abstentions	Broker Non-Votes
503,719,383	4,446,931,952	18,025,751	212,856,564

The shareholders did not approve the shareholder proposal regarding report on AI data usage oversight.

4.Shareholder Proposal Regarding Annual Vote Regarding Executive Pay


For	Against	Abstentions	Broker Non-Votes
1,347,044,885	3,615,585,963	6,046,238	212,856,564

The shareholders did not approve the shareholder proposal regarding annual vote regarding executive pay.

5.Shareholder Proposal Regarding Dual Class Capital Structure


For	Against	Abstentions	Broker Non-Votes
1,312,681,056	3,647,675,248	8,320,782	212,856,564

The shareholders did not approve the shareholder proposal regarding dual class capital structure.

6.Shareholder Proposal Regarding Disclosure of Voting Results By Share Class


For	Against	Abstentions	Broker Non-Votes
998,846,306	3,963,963,497	5,867,283	212,856,564

The shareholders did not approve the shareholder proposal regarding disclosure of voting results by share class.

7.Shareholder Proposal Regarding Report on Human Rights Due Diligence


For	Against	Abstentions	Broker Non-Votes
205,947,302	4,728,098,574	34,631,210	212,856,564

The shareholders did not approve the shareholder proposal regarding report on human rights due diligence.

8.Shareholder Proposal Regarding Report on Addressing Antisemitism and Hate in Online Platforms


For	Against	Abstentions	Broker Non-Votes
325,276,488	4,618,279,838	25,120,760	212,856,564

The shareholders did not approve the shareholder proposal regarding report on addressing antisemitism and hate in online platforms.

9.Shareholder Proposal Regarding Report on Climate Change-Related Commitments


For	Against	Abstentions	Broker Non-Votes
342,645,684	4,612,538,135	13,493,267	212,856,564

The shareholders did not approve the shareholder proposal regarding report on climate change-related commitments.

10.Shareholder Proposal Regarding Report on Integrating Child Safety Improvements into the Executive Compensation Program


For	Against	Abstentions	Broker Non-Votes
169,180,929	4,776,963,503	22,532,654	212,856,564

The shareholders did not approve the shareholder proposal regarding report on integrating child safety improvements into the executive compensation program.

11.Shareholder Proposal Regarding Data Protection Impact Assessment on Generative AI Chatbots


For	Against	Abstentions	Broker Non-Votes
327,510,658	4,629,435,907	11,730,521	212,856,564

The shareholders did not approve the shareholder proposal regarding data protection impact assessment on generative AI chatbots.

12.Shareholder Proposal Regarding Report on Risks of Anti-American Discrimination from H-1B Visa Program Use


For	Against	Abstentions	Broker Non-Votes
11,628,532	4,943,493,011	13,555,543	212,856,564

The shareholders did not approve the shareholder proposal regarding report on risks of anti-American discrimination from H-1B visa program use.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



			META PLATFORMS, INC.

Date:	May 29, 2026	By:	/s/ Katherine R. Kelly
		Name:	Katherine R. Kelly
		Title:	Vice President and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did META shareholders decide at the 2026 annual meeting?

META shareholders re-elected all twelve director nominees and ratified Ernst & Young LLP as auditor for 2026. Ten shareholder proposals on governance, AI, human rights, climate, child safety, and immigration-related risks were all rejected based on the disclosed voting results.

How strong was shareholder turnout at Meta Platforms (META)'s 2026 meeting?

Turnout was high, with 1,758,006,749 Class A and 342,307,492 Class B shares represented. This equaled 92.19% of the combined voting power entitled to vote, meaning a very large majority of eligible votes were present or represented by proxy at the meeting.

Was Ernst & Young LLP ratified as META's independent auditor for 2026?

Yes, Ernst & Young LLP was ratified as META’s independent registered public accounting firm for 2026. The vote was 5,148,139,817 shares for, 29,583,257 against, and 3,810,576 abstentions, with no broker non-votes reported on this proposal in the results.

Did META shareholders approve the AI data usage oversight proposal?

No, the AI data usage oversight shareholder proposal was not approved. It received 503,719,383 votes for, 4,446,931,952 against, and 18,025,751 abstentions, with 212,856,564 broker non-votes, showing clear opposition relative to the shares voted on the proposal.

How did META investors vote on changing the dual class capital structure?

Shareholders rejected the dual class capital structure proposal. It received 1,312,681,056 votes for and 3,647,675,248 against, with 8,320,782 abstentions and 212,856,564 broker non-votes, so support was substantially lower than opposition among votes cast on the item.

Did META shareholders support linking child safety to executive pay?

No, shareholders voted against a report on integrating child safety improvements into the executive compensation program. The vote was 169,180,929 for, 4,776,963,503 against, and 22,532,654 abstentions, with 212,856,564 broker non-votes recorded on this proposal at the meeting.

Filing Exhibits & Attachments

3 documents