meta-20260416

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )

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Meta Platforms, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Table of Contents




INTRODUCTION						Page No.

Letters to Our Shareholders						2
Notice of Annual Meeting						4
Proxy Statement Summary						5

CORPORATE GOVERNANCE

Director Nominees and Executive Officers						12
Proposal One: Election of Directors						24
Corporate Governance						25
Responsible Business Practices						34
Shareholder Engagement						34
Related Party Transactions						36
Report of the Audit & Privacy Committee						37
Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm						38

COMPENSATION AND SECURITY OWNERSHIP

Executive Compensation, Including Compensation Discussion and Analysis						39
Report of the Compensation, Nominating & Governance Committee						59
Director Compensation						60
Security Ownership of Certain Beneficial Owners and Management						63

SHAREHOLDER PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING

Shareholder Proposals						67
Proposal Three: Shareholder Proposal Regarding Report on AI Data Usage Oversight						67
P roposal Four: Shareholder Proposal Regarding Annual Vote Regarding Executive Pay						70
Proposal Five: Shareholder Proposal Regarding Dual Class Capital Structure						71
Proposal S ix : Shareholder Proposal Regarding Disclosure of Voting Results By Share Class						73
Proposal Seven : Shareholder Proposal Regarding Report on Human Rights Due Diligence						75
Proposal Eight : Shareholder Proposal Regarding Report on Addressing Antisemitism and Hate in Online Platforms						77
Proposal Nine : Shareholder Proposal Regarding Report on Climate Change-Related Commitments						79
Proposal Ten : Shareholder Proposal Regarding Report on Integrating Child Safety Improvements into the Executive Compensation Program						81
Proposal Eleven : Shareholder Proposal Regarding Data Protection Impact Assessment on Generative AI Chatbots						83
Proposal Twelve: Shareholder Proposal Regarding Report on Risks of Anti-American Discrimination from H-1B Visa Program Use						85

INFORMATION ABOUT THE ANNUAL MEETING

Questions and Answers about the Proxy Materials and the Annual Meeting						88
Other Matters						93




To Our Shareholders

I'd like to invite you to attend the 2026 Annual Meeting of Shareholders of Meta Platforms, Inc. to be held virtually on May 27, 2026, at 10:00 a.m. Pacific Time. We'll begin the meeting with the items of business described in this proxy statement, including the election of directors, ratification of the appointment of our independent registered public accounting firm, and consideration of shareholder proposals. We'll also provide a company update and hold a question and answer session at the meeting. You can submit a question in advance of the meeting by visiting www.proxyvote.com, and you can also submit a question at any time during the meeting by visiting www.virtualshareholdermeeting.com/META2026. I want to thank Dina Powell McCormick, Hock E. Tan, and Tracey T. Travis for their distinguished service as members of our board. Hock and Tracey will be retiring from our board when their terms conclude at the Annual Meeting. Dina is now a member of Meta's management team, helping guide the overall strategy and execution in her role as co-lead of our Meta Compute and Meta Small Business teams.
						Thank you for your continued investment in Meta. We hope your shares will be represented at the Annual Meeting. Mark Zuckerberg, Founder, Chairman, and Chief Executive Officer

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 27, 2026: THIS PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE AT www.proxyvote.com


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Fellow Shareholders,

Meta remains focused on its mission to build the future of human connection and the technology that makes it possible. Over the past year, the board of directors worked closely with management as the company pursued its goals of building transformative experiences across its Family of Apps and Reality Labs products, as well as advancing Meta's vision to develop personal superintelligence. Meta delivered strong business performance, with 2025 revenue up 22% from 2024. On behalf of the entire board, I would like to share some highlights from our governance and oversight work this past year: •We provided active oversight of Meta's AI strategy and infrastructure initiatives. We engaged actively with management and oversaw Meta's AI strategy and infrastructure initiatives across several vectors, including investments in key talent and technologies to drive product development; AI applications in the core business as well as the development of frontier models; and the scaling of infrastructure initiatives and investments in light of our expanded capacity requirements, including through key strategic and financial transactions. The AI landscape is rapidly evolving and the board will remain focused on these areas as the company navigates developments in this space. •We evolved our committee structure, enhancing board effectiveness. In 2025, we restructured our board committees, establishing a new audit & privacy committee and a risk & strategy committee. Our audit & privacy committee provides oversight of key areas including accounting and financial reporting, the privacy program, and product and regulatory compliance, among others. Our risk & strategy committee provides oversight of core strategic business risks and opportunities, with a focus on forward-looking decision-making and risk calibration. We believe the new committee structure has enhanced board effectiveness, and our directors continue to provide valuable insights and perspectives on the company's most critical issues and decisions. These contributions are informed by their wide-ranging skills and experiences in senior leadership positions in both the public and private sectors in the United States and abroad. •We remain focused on overseeing the company's youth safety and platform integrity efforts. Meta continues to evolve its products and policies to enable people to express themselves freely and to help keep abuse off of its platforms. The board provided oversight of management's initiatives in the areas of youth health and well-being, platform integrity, and content governance, with a focus on key risks, product development, compliance, and legal and regulatory matters.
						Together with my fellow board members, I thank you for your support of Meta and look forward to continuing our important work as stewards of the company. Sincerely, Robert M. Kimmitt, Lead Independent Director


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Notice of Annual Meeting of Shareholders to be held on May 27, 2026

Date and Time

May 27, 2026

10:00 a.m. Pacific Time

Place

The 2026 Annual Meeting of Shareholders (Annual Meeting) of Meta Platforms, Inc. will be a virtual meeting of shareholders conducted via live audio webcast. You will be able to attend the Annual Meeting by visiting

www.virtualshareholdermeeting.com/META2026.

Record Date

April 1, 2026

We are holding the Annual Meeting for the following purposes, which are more fully described in the proxy statement accompanying this Notice:


•To elect the twelve directors nominated by our board of directors, all of whom are currently serving on our 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.
•To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.
•To consider and vote upon ten shareholder proposals, if properly presented.
•To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Only shareholders of record at the close of business on April 1, 2026 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. The Notice of Internet Availability of Proxy Materials, proxy statement and form of proxy are being distributed and made available on the internet on or about April 16, 2026.

By Order of the Board of Directors,


Katherine R. Kelly
Vice President and Corporate Secretary
Menlo Park, California

Whether or not you expect to attend the Annual Meeting, please vote at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials or the proxy card you received in the mail.


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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.

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.
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.
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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Director Nominees and Executive Officers

The following section provides information regarding our director nominees and executive officers as of April 16, 2026. Our executive officers are designated by, and serve at the discretion of, our board of directors. There are no family relationships among any of our directors or executive officers.

DIRECTOR NOMINEES




Director Nominee Qualifications Highlights •Distinguished Leadership: nominees have served in senior leadership positions in the private and public sectors •CEO Insights: several nominees currently serve as CEOs of technology companies •Global Reach: several nominees have international business and leadership experience •Industry Experience: nominees have acumen in the technology, finance, consumer, and infrastructure industries •Governance Expertise: nominees have extensive governance experience, including through service on other boards of directors

Our director nominees have diverse backgrounds and perspectives that enable them to provide valuable guidance on both strategic and operational issues. Our nominees have extensive leadership and compliance experience, as well as corporate governance expertise arising from service on other boards of directors. Many of our nominees have global business experience, including through service as Chief Executive Officer (CEO) or in other senior corporate leadership positions involving management of complex operations, business challenges, risks, and growth. Many nominees also have experience with technology or product innovation and development, entrepreneurship, finance, commerce, and the dynamics of our industry. In addition, several nominees have significant public sector experience from serving in high-level government positions, including experience with significant regulatory and public policy issues. Our board of directors benefits from these qualifications, as well as the perspective of our Chairman who has in-depth knowledge of our company through service as our founder and CEO. The skills and qualifications of our director nominees are more fully described below.


Mark Zuckerberg - Founder, Chairman, and Chief Executive Officer

Director Since: 2004 Age: 41 Meta Committees: None			Key Qualifications and Notable Experience Aligned with Meta's Strategy: •We believe that Mr. Zuckerberg should serve as a member of our board of directors due to the perspective and experience he brings as our founder and CEO, and as our largest and controlling shareholder •Mr. Zuckerberg's vision and tenure as our founder, Chairman, and CEO provide our board of directors with unique and invaluable experience and understanding of our company’s priorities and the needs of the people and businesses that use our services Professional Experience: •Meta Platforms, Inc. Founder & Chief Executive Officer (2004-present) Chairman of the board of directors (2012-present) Other Current Public Company Directorships: •None Former Public Company Directorships Held in the Past Five Years: •None Education: •Attended Harvard University (studied computer science)


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Robert M. Kimmitt - Lead Independent Director

Director Since: 2020 Age: 78 Meta Committees: None			Key Qualifications and Notable Experience Aligned with Meta's Strategy: •We believe that Ambassador Kimmitt should serve as a member of our board of directors due to his distinguished public service and experience with legal, regulatory, compliance, and public policy issues, his finance experience, and his extensive private and public sector leadership, including prior service on other public company boards of directors •Ambassador Kimmitt's legal and compliance experience, prior service in senior U.S. government roles and on outside boards, and international experience provide our board of directors with relevant skills and perspective to navigate the challenges of dynamic regulatory and geopolitical environments, execute on our strategic priorities, and provide effective oversight of management Professional Experience: •Wilmer Cutler Pickering Hale and Dorr LLP (international law firm) Senior International Counsel (2009-present) •U.S. Department of the Treasury Deputy Secretary (2005-2009) General Counsel (1985-1987) •Time Warner Inc. Executive Vice President of Global Public Policy (2001-2005) •Commerce One Vice Chairman & President (2000-2001) •Wilmer Cutler & Pickering Partner (1997-2000) •Lehman Brothers Managing Director (1993-1997) •United States Ambassador to Germany (1991-1993)

SEC Form DEF 14A filed by Meta Platforms Inc.