The Shareholder Association for Research & Education (SHARE), representing the Pension Plan of the United Church of Canada, has submitted Proposal Nine for the upcoming Meta Platforms Inc. (Meta) Shareholder Meeting scheduled for May 29, 2024. The proposal calls for an amendment to Meta's Corporate Governance Guidelines to allow both the Chairperson and the Lead Independent Director (LID) to independently include items on the board's agenda. This change aims to enhance independent oversight of the CEO and management, addressing concerns over the concentration of voting power due to CEO Mark Zuckerberg's dual-class shareholdings. Despite previous votes by a majority of independent shareholders to separate the roles of Board Chairperson and CEO, the proposals have not passed due to Zuckerberg...Show More

The Shareholder Association for Research & Education (SHARE), representing the Pension Plan of the United Church of Canada, has submitted Proposal Nine for the upcoming Meta Platforms Inc. (Meta) Shareholder Meeting scheduled for May 29, 2024. The proposal calls for an amendment to Meta's Corporate Governance Guidelines to allow both the Chairperson and the Lead Independent Director (LID) to independently include items on the board's agenda. This change aims to enhance independent oversight of the CEO and management, addressing concerns over the concentration of voting power due to CEO Mark Zuckerberg's dual-class shareholdings. Despite previous votes by a majority of independent shareholders to separate the roles of Board Chairperson and CEO, the proposals have not passed due to Zuckerberg's voting share control. Meta's board has responded, deeming the proposal unnecessary, citing existing collaborative processes and opportunities for independent directors to meet and discuss agenda items. However, SHARE argues that the board's current approach does not account for potential disagreements between the LID and the Chairperson, and the proposed amendment would ensure the board's ability to exercise its oversight role even in such scenarios. SHARE urges shareholders to vote in favor of the proposal.