U.S. Securities and Exchange Commission Washington,
DC 20549
Notice of Exempt Solicitation
Pursuant to Rule 14a-103
Name of the Registrant: Meta Platforms
Name of persons relying on exemption:
| · | Illinois State Treasurer Michael Frerichs, as Trustee of the Bright Directions College Savings Trust |
Address of persons relying on exemption:
| · | Illinois State Treasurer Michael Frerichs – 555 W. Monroe St., 14th Floor, Chicago, IL 60661 |
This Notice and the attached written materials are filed pursuant to
Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934.
04/24/2026
Dear fellow Meta Platforms shareholders,
We are writing to urge fellow shareholders of Meta Platforms, Inc.
(“Meta” or “the Company”) to vote FOR Proposal #6 on the Company’s 2026 proxy statement – a proposal
that recommends that the Company disaggregate voting results by share class – at Meta’s Annual General Meeting on May 27,
2026.
The resolved clause of our proposal states:
“Shareholders request Meta Platforms (the ‘Company’)
disclose the voting results on matters subject to a shareholder vote according to the class of shares, namely differentiating between
those shares carrying one voting right and those carrying multiple voting rights, effective beginning at the Company’s 2027 annual
meeting of shareholders.”
The Proposal is a call for enhanced transparency, grounded in principles
of sound corporate governance.
Providing disaggregated reporting does not alter the Company’s
capital structure, voting rights, or governance framework. Proposal #6 simply asks Meta to disclose, after the Company’s 2027 annual
shareholder meeting, vote tallies by share class – equipping shareholders and the Company with clear, consistent information to
evaluate support levels.
Meta maintains a dual class stock structure with disparate voting rights.
Class A common stock carries one vote per share, while Class B common stock carries ten votes per share. As the Company explains, the
risks related to ownership of Class A common stock include “limitations on the ability of holders of our Class A Common Stock to
influence corporate matters due to the dual class structure of our common stock and the control of a majority of the voting power of our
outstanding capital stock by our founder, Chairman, and Chief Executive Officer.”1
_____________________________
1 https://www.sec.gov/ix?doc=/Archives/edgar/data/0001326801/000162828026003942/meta-20251231.htm
This imbalance between economic ownership and voting power underscores
the importance of ensuring that all shareholders – particularly Class A shareholders – receive clear information on
how each class voted. Class-level reporting would enable investors
to better monitor which voting decisions receive significant independent shareholder support and are being overridden by a small constituency
with disproportionate voting rights.
This letter presents the following points for your consideration:
| 1. | There is a structural imbalance between economic ownership and voting power at Meta. |
| 2. | Share ownership data alone is not the same as class-level vote results. |
| 3. | There appears to be misalignment between Class A and Class B shareholders.2 |
| 4. | We believe the requested disclosure is modest and administratively feasible, as the Company has not identified any material burdens
to implementation. |
| 5. | There is recognition on the value of class-level reporting. |
1. There is a structural imbalance between economic ownership
and voting power at Meta.
Meta’s dual-class
structure consolidates meaningful influence in the hands of a single insider, magnifying voting power far beyond economic ownership. According
to publicly available disclosures, Mr. Zuckerberg owns nearly 100% of the outstanding Class B stock, which grants him approximately 61%
of the overall voting power while holding roughly 14% of the economic interest.3 This imbalance raises significant concerns
about accountability as well as questions as to how holders of different share classes are voting on important governance matters, including
board elections, executive compensation, and shareholder proposals.
2. Share ownership data alone is not the same as class-level
vote results.
Share ownership tables and capital structure descriptions indicate
to investors who could influence outcomes, not how that influence was actually exercised on each ballot item. Aggregated vote tallies
can obscure material divergences between super-voting shares and the preferences
of Class A shareholders. Without class-by-class
results, it is difficult to verify whether outcomes reflect broad support or are skewed by the preferences of a concentrated block.
_____________________________
2 Internal calculations after removing Mr. Zuckerberg's
class B shares showed at the 2025 annual meeting, Proposal 6 receiving 82.4% support, Proposal 7 receiving 65.8% support and at the 2024
annual meeting, Proposal 5 receiving 83.8% support, Proposal 6 receiving 53.4% support, Proposal 7 receiving 54.6% support, and proposal
11 receiving 59.0% support.
3
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001326801/000132680125000040/meta-20250417.htm;
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001326801/000162828026003942/meta-20251231.htm
Providing votes by share class would enhance transparency and allow
investors to make more informed assessments on voting results and governance matters.
3. There appears to be misalignment between Class A and Class
B shareholders
An analysis of votes from Meta’s 2024 and 2025 annual meetings
suggests possible substantial divergence between Class A and Class B shareholders on numerous proposals.4 Based on estimates
by the Office of the Illinois State Treasurer, a majority of Class A shares are estimated to have voted in favor of multiple shareholder
proposals, including those related to: phasing out the dual-class stock
structure,5 disclosing voting results by share class,6 publishing a child safety impact report,7 and
publishing a report on generative AI misinformation and disinformation risks.8
Yet none of these proposals were approved, illustrating how, based
on the estimates, the concentrated voting power of Class B shares at times appears to outweigh the preferences of Class A shareholders.
4. We believe the requested disclosure is modest and administratively
feasible, as the Company has not identified any material burdens to implementation.
We are not aware of any material technical or operational barriers
that would prevent Meta from disaggregating vote totals by share class. Certain dual class issuers – both domestically and internationally
– already disclose class-level voting results, including Duluth
Trading Company,9 Salem Media Group,10 Power Corporation of Canada,11 and Cogeco Communications.12
Nike also provides partial class-level voting, disclosing class-level voting on director elections.13
Finally, the proposal does not request implementation until after the
2027 Annual Meeting, affording ample time to prepare.
5. There is recognition of the value of class-level reporting.
There is recognition among investment professionals and governance
experts that dual class companies with disparate voting rights should provide class-level
vote disclosure to address the inherent opacity of unequal voting rights.
_____________________________
4 An assumption was made that Mr. Zuckerberg voted all of
his Class B shares in accordance with management’s recommendations.
5 https://www.sec.gov/ix?doc=/Archives/edgar/data/0001326801/000132680125000090/meta-20250528.htm;
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001326801/000132680124000057/meta-20240529.htm
6 https://www.sec.gov/ix?doc=/Archives/edgar/data/0001326801/000132680125000090/meta-20250528.htm;
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001326801/000132680124000057/meta-20240529.htm
7 https://www.sec.gov/ix?doc=/Archives/edgar/data/0001326801/000132680124000057/meta-20240529.htm
8 https://www.sec.gov/ix?doc=/Archives/edgar/data/0001326801/000132680124000057/meta-20240529.htm
9 https://www.sec.gov/ix?doc=/Archives/edgar/data/0001649744/000119312525133351/d93898d8k.htm
10 https://www.sec.gov/ix?doc=/Archives/edgar/data/0001050606/000119312523149534/d650502d8k.htm
11 https://www.sedarplus.ca/csa-party/records/document.html?id=88819b965f697c04523ab50fd83b863f0008c6fb9e31d37ac2e9bca839c72312
12 https://www.sedarplus.ca/csa-party/records/document.html?id=0a9e06d7cc85c02267e08ee13732a087f65f746691dd0b8629201a86840b1bc3
13 https://www.sec.gov/ix?doc=/Archives/edgar/data/0000320187/000032018725000060/nke-20250909.htm
The Council of Institutional Investors (CII), a nonprofit, nonpartisan
association whose members collectively manage trillions of dollars of assets, recognizes the importance of class-level reporting to companies
and investors. CII recently added the following provision to its Corporate Governance Guidelines, which aligns with the request of the
shareholder proposal: “Companies with multiple share classes with unequal voting rights should
supplement their final results with tallies for each class.”14 CII further explains:
“For investors in companies
with two or more classes of stock with differential voting rights, understanding the impact rendered by voting of each share class on
shareholder meeting outcomes is a guessing game. Current SEC regulations do not require multi-class companies to disclose vote results
by share class to the public…. Additional disclosure would clarify the extent to which the preferences of a company’s public
shareholders, who generally hold the class of stock with lower relative voting power, are consistent with the preferences of founders,
insiders and other holders of the class with higher per-share voting rights. Potentially, investors could factor into their valuation
models situations where founders and public shareholders are substantially at odds or drifting in opposite directions. Class-by-class
disclosure also may prompt value-enhancing conversations among board members and managers. Further, investors would get a clearer view
of voting results without the aggregate vote totals being obfuscated by the higher voting rights of founders and insiders.”15
In February 2025, Sustainalytics,
an independent corporate governance research, ratings, and analytics firm, published an article examining how dual class companies with
disparate voting rights influence proxy voting outcomes and corporate governance. The article concluded with the following recommendation:
“We believe that better reporting of the votes, disaggregating those cast by insider holders of super-voting shares from those cast
by minority shareholders, would strengthen accountability of management to the broad shareholder base.”16
These perspectives are consistent with the objectives of Proposal #6.
Conclusion
The request in Proposal #6 is modest, practical, and consistent
with foundational principles of transparency and accountability. It imposes no change to the Company’s capital structure, would
require minimal administrative effort, and provides valuable insight into whether voting decisions and governance outcomes reflect the
views of all shareholders – not only those with super-voting rights.
We urge you to vote FOR Proposal #6.
IMPORTANT NOTICE: The cost of this communication is being borne
entirely by the Office of the Illinois State Treasurer. The foregoing information may be disseminated to shareholders via telephone, U.S.
mail, e-mail, certain websites and certain social media venues, and should not be construed as investment advice or as a solicitation
of authority to vote your proxy. Proxy cards will not be accepted by Illinois State Treasurer or Schroder International Select Fund. To
vote your proxy, please follow the instructions on your proxy card. These written materials may be submitted pursuant to Rule 14a-6(g)(1)
promulgated under the Securities Exchange Act of 1934. The views expressed are those of the authors as of the date referenced and are
subject to change at any time based on market or other conditions. These views are not intended to be a forecast of future events or a
guarantee of future results. These views may not be relied upon as investment advice. The information contained herein has been prepared
from sources believed reliable but is not guaranteed by us as to its timeliness or accuracy, and is not a complete summary or statement
of all available data. This piece is for informational purposes and should not be construed as a research report.
_____________________________
14 https://www.cii.org/corp_gov_policies
15 https://www.cii.org/content.asp?contentid=312
16 https://www.sustainalytics.com/esg-research/resource/investors-esg-blog/how-unequal-shareholder-rights-influence-proxy-voting-outcomes-and-corporate-governance
