Form 8-K Meta Platforms, Inc. For: May 27
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
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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 | ||||||||||||
| 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 | ||||||||||
ATTACHMENTS / EXHIBITS
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