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AGM 2025

May 28, 2025

Operator

Good day, and welcome to Meta's 2025 Annual Meeting of Shareholders. Please note that this meeting is being recorded. Should there be any technical issues during the meeting, please stand by while we work to correct them and continue with the meeting. I would now like to turn the conference over to Kate Kelly, Vice President and Corporate Secretary. Please go ahead.

Kate Kelly
VP and Corporate Secretary, Meta Platforms

Good morning, everyone. I'm Kate Kelly, Meta's Corporate Secretary. Together with Mark and the rest of Meta's Board of Directors, I want to welcome you to our 2025 Annual Meeting of Shareholders. We value the opportunity today to speak with you about our company and answer your questions. Like last year, we have made arrangements for you to submit questions both in advance of and during today's meeting. It is my privilege to serve as Chair of this Annual Meeting, which I now call to order. You should all see on the virtual meeting platform the agenda for the meeting. This is the order of items we will be covering today. Before we begin, I'd like to remind you of the Rules of Conduct, which you should see under the meeting materials on the meeting portal. We ask that you please read and follow the procedures.

I am joined today by many members of our Board of Directors, including our Chairman and CEO, Mark Zuckerberg; our Lead Independent Director, Ambassador Bob Kimmitt; as well as Peggy Alford, Mark Andreessen, John Arnold, Patrick Collison, Drew Houston, Nancy Killifer, Dina Powell-McCormick, Charlie Songhurst, Hawk Tan, and Dana White. We have a number of senior executives present who will participate in the Q&A, including Jennifer Newstead, our Chief Legal Officer, who will act as Chair of this Annual Meeting in the event of any technical difficulties that prevent me from performing my duties today. In addition, Rhonda Munerlin of Ernst & Young LLP, our independent registered public accounting firm, is here, as well as Chris Vico, who will act as the Inspector of Election for this meeting and who will tabulate the results of the voting. Turning now to the formal business.

The proxy statement was properly mailed or made available to all shareholders of record as of April 1, 2025. I have been advised by the Inspector of Election that the holders of shares representing over 92% of the voting power of our Class A and Class B common stock, voting together as a single class, are in attendance or represented by proxy here today, and the requisite quorum for each proposal is therefore present. Accordingly, this meeting is authorized to transact the business set forth in the proxy statement. As outlined in the proxy statement, we have 14 proposals to consider at this meeting. If you have already voted, you do not need to vote again unless you wish to change your vote. Any shareholder present who has not voted or who wishes to change their vote may vote at this meeting by using the Vote Here button.

I now declare the polls open for voting on the items to be presented at the meeting and note for the record that it is May 28th, 2025 at 10:04 A.M. Pacific Time. You may vote at any time during our discussion of the proposals on the agenda. The polls will close after the last proposal has been presented. The first item of business is to elect our Board of Directors to serve until our next Annual Meeting. The nominees for Director and their biographies are set forth in the proxy statement on pages 13 to 24. All 15 directors will be elected for one-year terms expiring at our 2026 Annual Meeting. The Board of Directors recommends a vote for the election of each director nominee. The second item of business is to ratify the appointment of the independent auditor.

The Board of Directors, on the recommendation of the Audit and Risk Oversight Committee, has appointed Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025, and is seeking ratification by the shareholders. The Board of Directors recommends a vote for this proposal, as described on page 40 in the proxy statement. The third item of business is to approve our 2025 Equity Incentive Plan. The Board of Directors recommends a vote for this proposal, as described on pages 41-45 in the proxy statement. The fourth item of business is an advisory vote on the compensation of our named executive officers.

As disclosed in our proxy statement on page 45, our Board of Directors and Compensation Nominating and Governance Committee believe that our executive compensation policies and practices are effective in implementing our compensation philosophy and in achieving our goals. This compensation information is discussed in further detail in the executive compensation section of our proxy statement on pages 46 to 66. The Board of Directors recommends a vote for this proposal, as described on page 45 in the proxy statement. The fifth item of business is an advisory vote on how frequently we should seek an advisory vote on the compensation program for our named executive officers. As disclosed in our proxy statement on page 45, our Board of Directors believes that the non-binding advisory vote on the compensation program for our named executive officers should be conducted every three years.

The Board of Directors recommends a vote of three years on this proposal, as described on pages 45 to 46 in the proxy statement. We will now turn to the shareholder proposals to be presented at this meeting. Each shareholder proponent will present their proposal. Proponents were given the option to either present live or submit a prerecorded statement. For those presenting live, I will direct the operator to open your line when it is your turn to present your proposal. Please limit your statement to no more than three minutes. First, for Proposal 6, Madison Krieger will be speaking on behalf of Northstar Asset Management and the co-filer. Operator, please play Ms. Krieger's recorded statement.

My name is Madison Krieger from Northstar Asset Management in Boston. On behalf of Northstar and our co-filer, Mercy Investment Services, I am presenting Resolution Number Six, a request that Meta's board take steps to adopt a recapitalization plan for all outstanding stock to have one vote per share. Northstar has been coming to the shareholder meeting to talk about equal shareholder voting since 2015, and year after year, the vast majority of outside shareholders support our request. It's clear that shareholders want to have a say in the important matters of the companies in which they invest. Many governance experts agree with us, and the SEC calls on shareholders to vote their proxies as the primary way for shareholders to make their views known to company management. Without equal voting rights, the shareholders' ability to provide feedback to the board and protect their investment is diminished.

Yet at Meta, ordinary shareholders do not have an equal ability to weigh in on significant matters of corporate policy due to the fact that Mr. Zuckerberg controls the majority of voting shares without owning commensurate economic value of the firm. We believe that multi-class share structures empower the CEO and insiders to appoint a board that primarily serves the CEO and management, not shareholders. We also believe that these fears have been borne out in the recent years of persistent scandal. In its opposition statement, the company asserts that the current unequal voting structure allows it to focus on long-term success and that multi-class structures do not hinder company performance. However, our company continues to be fraught by controversies with real financial, regulatory, and legal risks that we believe could have been avoided with proper governance reforms.

Last month, the European Commission determined that Meta violated the Digital Markets Act by failing to provide consumers with a genuine choice to use its services with less personal data collection. As a result, the Commission fined our company the equivalent of $220 million. In the latest development in the ongoing FTC antitrust trial, a judicial ruling is expected in the coming weeks. Possible remedies could carry significant financial implications, including the potential divestment of Instagram and WhatsApp, two of the company's most valuable assets. Instagram alone is estimated to generate tens of billions of dollars in annual advertising revenue. Both the U.S. FTC trial and the EU investigations remain ongoing. These escalating regulatory challenges underscore the urgent need for stronger oversight through governance structures that can better anticipate and manage legal and reputational risk.

Year after year, Meta is in the news for its connection to incidents that harm real people, incite violence, and weaken democracies. This year, the company made significant change to their content moderation policies, replacing internal fact-checking with a community notes system and relaxing certain hate speech policies. We believe that not only do these controversies create material reputational risk, but also legal, regulatory, and financial risk that can impact shareholder value. Shareholders, we urge you to vote for Proxy Item Number Six, a recapitalization plan for all outstanding stock to have one vote per share. Thank you.

Thank you. The board's position can be found on page 74 of the proxy statement. For Proposal 7, Eric Geber will be speaking on behalf of the Treasurer for the State of Illinois and Trustee of the Bright Start College Savings Trust and the co-filers. Operator, please open Mr. Geber's line.

Eric Geber
Proponent, State of Illinois

Good morning, members of the board and fellow shareholders. My name is Eric Geber, and I'm here on behalf of Illinois State Treasurer Michael Farix, who serves as Trustee of the Bright Start College Savings Trust. I'm here to present Proposal 7, which our office co-filed with Schroders Investment Management Limited. The request of our proposal is simple. We are asking the board to provide disclosure of shareholder votes broken down by share class. Due to the company's dual-class stock structure, its CEO has a deciding vote on all such matters. Looking at vote tallies as currently reported may give a false impression that there is broad shareholder support for all management proposals and strong shareholder opposition to all shareholder proposals. However, this is not always the case.

At last year's shareholder meeting, for example, five out of ten shareholder proposals are estimated to have received majority support from Class A shareholders, including this proposal. In other words, a majority of shareholders supported these proposals, which cover topics related to artificial intelligence, child safety, the power of the lead independent director, and the dual-class share structure itself. In addition, and among Class A shareholders, three directors are estimated to have received less than 60% support, one director is estimated to have received less than 50% support, and the company's equity incentive plan is estimated to have received only 11% support. The request of our proposal would allow investors to see clearly how their votes are aligned or not aligned with the CEO. Such transparency would strengthen investor confidence among independent shareholders, especially during periods of underperformance or poor market conditions.

It would also align with recommendations made by the Council of Institutional Investors, which recently added vote disclosures by share class for multi-class companies like Meta to its corporate governance guidelines. Given the company's refusal to make changes to this highly unequal voting system, which effectively eliminates the voice of independent shareholders, the next best thing Meta can do is provide additional disclosure on how these independent shareholders vote. We also have no reason to believe that implementing vote desegregation would be onerous for the company. Finally, our proposal requests that the company provide this added disclosure following the 2026 AGM, which should allow ample time for management to implement such changes. The bottom line is simple. If the company is unwilling to phase out or reform its dual-class voting structure, it should at least disclose how non-class B shareholders vote on matters that are important to them.

We therefore urge shareholders to vote for Proposal 7. Thank you for your time and attention.

Kate Kelly
VP and Corporate Secretary, Meta Platforms

Thank you. The board's position can be found on page 76 of the proxy statement. For Proposal 8, Dani Nurik will be speaking on behalf of Jay Lens for the proponent. Operator, please play Ms. Nurik's recorded statement.

My name is Dani Nurik, and I'm the Director of Advocacy at Jay Lens, a network of Jewish investors. I'm here to present Proposal 8, which asks Meta to prepare and disclose an annual report assessing the effectiveness of its content moderation policies and practices that address hate speech, particularly anti-Semitic content, and hate targeting other vulnerable communities like the LGBTQ+ community and people with disabilities. With over 3 billion daily users and a market cap over $1 trillion, we believe Meta has outsized influence and an equally outsized responsibility. We've all seen the powerful ways social media can bring people together, but we've also seen it used to spread violent hate, radicalize users, and even live-stream mass shootings such as the mass casualty events in Christchurch, New Zealand, and Buffalo, New York.

We've also seen it used to spread a wave of anti-Semitism following the October 7th terrorist attacks in Israel. In 2024, research by the Anti-Defamation League showed that 41% of Jewish adults reported altering their behavior online to avoid being recognized as Jewish. 49% of respondents within the LGBTQ+ community and 45% of people with disabilities also experienced online harassment. 61% of adults who were harassed experienced these incidents on Facebook, far more than any other social media platform. These spikes in harassment occurred when Meta's content moderation policies were stronger. Yet since then, the company has opted to scale back its content moderation, not strengthen them, including its January decision to replace fact-checking with user-generated community notes. In April 2025, Meta's own oversight board questioned whether the rollback of moderation policies had gone too far and urged the company to assess the human rights impacts of these changes.

We believe this hands-on approach to content moderation is not only a moral failure. It poses serious business risks. Reputational damage, regulatory scrutiny, legal exposure, and a loss of user trust can all undermine platform engagement, shrink ad revenues, and erode shareholder value. As it says in the Book of Exodus, "Do not follow the majority to do harm." That verse, first directed at judges in ancient Israel, is a reminder that leadership demands moral courage. Proposal 8 calls on Meta to lead, not follow, and to act with integrity rather than expediency. Meta may have hate speech policies on paper, but policies without proof of impact are not enough. We believe investors deserve transparency regarding the effectiveness of those safeguards. Meta has the scale, the data, and the global influence to lead, but leadership demands accountability.

Supporting this proposal is a chance to restore trust with users and shareholders alike. We believe the risks are real, the harm is measurable, and the remedy, greater transparency, is clearly attainable. Approving Proposal 8 is not just good policy, it's good governance and in shareholders' best interests. Thank you.

Thank you. The board's position can be found on page 78 of the proxy statement. For Proposal 9, Sarah Gardner will be speaking on behalf of Proxy Impact for the proponents and the co-filers. Operator, please open Ms. Gardner's line.

Sarah Gardner
CEO, Heat Initiative

Good morning. I'm Sarah Gardner, CEO of the Heat Initiative, and I move Proposal 9, filed by Proxy Impact, on behalf of Dr. Lizette Cooper and co-filed by members of the Interstate Center on Corporate Responsibility. This resolution asks the Meta board to assess its child safety impacts and provide quantitative metrics on the effectiveness of its child safety tools claiming to reduce harm to children on its platforms. Every aspect of Meta's performance and your support as investors is based on metrics: revenue, active users, growth. Yet when it comes to child safety, we still don't have all the numbers. Today I'm going to share three numbers that show why transparency matters. The first is 20.

Twenty minutes is how long it took for two researchers who posed as 13-year-olds to create new Instagram teen accounts and be served Nazi propaganda and videos explaining how to have sex with a girl who is drunk, alongside other violent and sexually explicit content. Meta's management says that there are only a small number of these videos on the platform, but the problem is that Meta is proactively recommending these videos to minor users so intently that it only takes twenty minutes on the platform to be targeted with this content. The second number is six hours. Seventeen-year-old Jordan Demay died by suicide just six hours after he was targeted by six extortion scammers on Instagram who coerced him into sending explicit images of himself and then blackmailed him. Six hours from the time Jordan started communicating with them, he took his own life.

It's now reported that one in 17 children in the U.S. has experienced a sextortion attempt for one in every classroom. The last number I'll leave you with is 46. Experts estimate at least 46 teens have died from sextortion in this same way. Is there any other company where 46 children died because of their product where we wouldn't demand an independent safety audit or take it off the shelf entirely? These are just the children whose deaths were criminally investigated. It doesn't reflect the children's deaths that have not been reported, and it doesn't reflect the likely millions of children who have been sextorted but thankfully did not end their lives. Meta owes investors, parents, and the public these numbers. Investors in any company that has killed dozens of children should be concerned about management's approach to safety.

As Mary Rohde, parent activist and mother of Riley, who is forever 15 because he too was a victim of sextortion on Meta, said, "There will only be so many deaths and vicious scams that are perpetrated on this platform that will be tolerated by the public. No child or parent should have to go through this." I urge Mark Zuckerberg and Meta's leadership to take a hard, honest look at whether you are comfortable with the company's current approach. Thank you.

Kate Kelly
VP and Corporate Secretary, Meta Platforms

Thank you. The board's position can be found on page 80 of the proxy statement. For Proposal 10, Rick [Figaroa] will be speaking on behalf of Boyer Research Inc. for the proponent. Operator, please play Mr. [Figaroa's] recorded statement.

My name is Rick Figaroa. I represent the proponent for Proposal 10. In 2023, audiences across the nation were reminded of the grim reality of child exploitation in Angel Studios' Sound of Freedom movie. The film shone a light on child abuse and trafficking in some of the darkest parts of the world. It is important to remember child exploitation can happen anywhere, including computers and phones in and in our homes. Meta is a ground zero for online sex abuse. Instagram and Facebook are the top two sites used to threat of sexual exploitation. Instagram is the top site where sexual abuse material, including the abuse of children, is actually distributed. The increasing use of AI to create child porn is the next battleground for Meta across its platforms. Child abuse driven by AI isn't a side issue. It's the issue for Meta.

One in 10 children report that they personally know of cases where children have been sexually exploited using the power of AI. AI is a powerful tool capable of creating tremendous value, but it's also capable of horrifically exploiting the vulnerable. Meta has a role to play in encouraging the former and preventing the latter. Meta recently supported the Take It Down Act, championed by high-profile figures like First Lady Melania Trump. It's the latest bill aimed at protecting children from being victimized by AI deepfakes. If Meta will support that bill, it stands to reason it should support honesty to its shareholders about the steps it's taking to curb online abuse by AI. Sound of Freedom told the world that God's children are not for sale. It's time to affirm that the youngest users are being protected from the exploitation power of AI.

A cause that all the shareholders should support. Thank you.

Thank you. The board's position can be found on page 83 of the proxy statement. For Proposal 11, Luke [Perlatt] will be speaking on behalf of the National Legal and Policy Center. Operator, please play Mr. Perlatt's recorded statement.

Good morning. Artificial intelligence is revealing itself as one of the most transformative innovations in modern economic history, with power to improve everything from healthcare to financial services, but only if it is built on trust. AI thrives on data, yet that hunger tempts developers to harvest vast amounts of information that may be obtained unethically or illegally. Meta stands at the very center of this dilemma. The company boasts that its Llama models are trained on trillions of tokens, many drawn from Facebook, Instagram, and WhatsApp, platforms where people share memories with friends, not source material for commercial AI systems. Meta's recent privacy policy rewrite permits an expansive range of personal images, videos, and texts to be funneled into its models without explicit consent.

European regulators have already levied a EUR 1.2 billion fine against Meta for unlawful data transfers, and lawmakers worldwide are sharpening their focus on AI data abuse. Meanwhile, the integration of Meta AI directly into core products magnifies the risk that sensitive prompts or private chats could be ingested and resurfaced in unexpected ways, exposing the company to class actions, regulatory penalties, and reputational damage that no marketing budget can cure. Consumers consistently tell pollsters they do not trust companies to handle their data. Meanwhile, McKinsey finds firms that lead on privacy gain a durable competitive advantage, while laggards bleed users and revenue. Shareholders, therefore, have a clear interest in understanding how Meta acquires, vets, and deploys external information, and whether adequate safeguards exist to prevent misuse.

Proposal 11 asks only for a straightforward, annually updated report describing the material risks of improper data sourcing, the controls in place to mitigate them, and the metrics by which effectiveness will be measured. Transparent disclosure will help protect Meta's unprecedented valuation, reassure billions of users, and demonstrate that the company intends to win the AI race without abandoning the principles that first made its platforms indispensable. A concise audit will cost little, yet yield outsized returns in goodwill, compliance readiness, and long-term value for both the company and its global community. I urge my fellow shareholders to vote for Proposal 11. Thank you.

Thank you. The board's position can be found on page 86 of the proxy statement. For Proposal 12, Abigail Paris will be speaking on behalf of As You Sow for the proponents. Operator, please open Ms. Paris's line.

Abigail Paris
Proponent, As You Sow

Good morning, Chairman Zuckerberg, members of the board. My name is Abigail Paris, and I am speaking in support of Proposal 12. This proposal requests that Meta disclose a transition plan to address the growing greenhouse gas emissions from its data center operations. Meta's electricity use has surged over 200% since 2019, driven by the rapid expansion of its global data center footprint. While our company has supported some new renewable energy projects, its energy demand is vastly outpacing these efforts, perpetuating reliance on fossil fuels. In Louisiana, where Meta intends to build its largest data center to date, local utility Entergy plans to meet the projected electricity demand by constructing three combined cycle gas turbines over the next four years. Similar trends are playing out across other regions where data center growth is triggering new fossil fuel infrastructure rather than accelerating the clean energy transition.

While Meta claims to operate 100% renewable energy, largely by purchasing renewable energy credits, these certificates often fail to deliver new clean energy capacity, especially in the locations and at the times it is most needed, ultimately resulting in fossil fuel plants being built to serve Meta's new data centers. This disconnect raises serious questions about the integrity and impact of Meta's climate strategy. This growing gap between Meta's renewable energy claims and real-world outcomes introduces significant risks, including growing greenhouse gas emissions, concerns of greenwashing, intensified public criticism of Meta, and regulatory scrutiny. To avoid these risks and ensure its operations align with its public commitments, Meta must strengthen its energy procurement strategy. By prioritizing investments in new, local, and time-matched renewable energy projects, Meta can demonstrate accountability to stakeholders and actively support grid decarbonization where it operates.

I urge you to vote yes on this proposal to hold Meta accountable to its climate commitments and maintain its leadership in sustainable energy and data center development. Thank you.

Kate Kelly
VP and Corporate Secretary, Meta Platforms

Thank you. The board's position can be found on page 88 of the proxy statement. For Proposal 13, Matt Cole will be speaking on behalf of Ethan Peck for the proponent. Operator, please open Mr. Cole's line.

Matt Cole
CEO, Strive Asset Management

Good morning, Mr. Zuckerberg, fellow shareholders, and members of the board. My name is Matt Cole. I'm the CEO of Strive Asset Management, which was co-founded by Vivek Ramaswamy. I'm presenting to you live from the Bitcoin Conference in Las Vegas, Nevada, asking that Meta put Bitcoin on its corporate balance sheet. The case for putting Bitcoin on your corporate balance sheet has never been stronger. Right now, Bitcoin is over a $2 trillion market cap. When you look at the macro picture, we have a global fiat debt crisis. M2 is rising almost every single day. As M2 rises, the purchasing power of dollars, or dollars that are put in short-term US treasuries, continues to decrease. It's not accurate or sufficient to only look at inflation. You also have to look at the rise of asset prices, like stocks and homes.

The reality is that a corporate balance sheet in cash and short-term reserves is losing its ability to generate value for shareholders almost every single day. When you add the rise of AI risk, the risk goes even larger. To be clear, Meta has been a leader in preparing for our AI future. You took the bold step of changing your name from Facebook to Meta, and I applaud you for that, and also to be a leader in AI innovation. The risk for most corporations is not just that. If you take a look back to the internet era, over a period of 30 years, there was a 50% turnover in the S&P 500. Our belief is that there will be a similar turnover because of AI disruption in the next 10 years.

While I do not believe that Meta will fall out of the S&P 500, my belief is that Meta has the opportunity to actually be the largest, or maybe the second largest corporation in America if you get this right. Lean into AI innovation, but also look at the balance sheet side of the equation, and do not just sit on cash and short-term treasuries, but adopt a bold Bitcoin corporate treasury strategy. My ask is simple. Mark Zuckerberg, you have already taken step one. You have named your GOAT Bitcoin. My ask is that you take step two and adopt a bold corporate Bitcoin treasury approach and vote yes on Proposal Number 13. Thank you.

Kate Kelly
VP and Corporate Secretary, Meta Platforms

Thank you. The board's position can be found on page 90 of the proxy statement. For Proposal 14, Antoine Argouges will be speaking on behalf of Tulip Share Capital LLC for the proponent. Operator, please play Mr. Argouges' recorded statement.

Good morning, fellow shareholders and members of the board. My name is Antoine Argouge, founder and CEO of the impact fund Tulip Share. I am here to speak in support of Proposal Number 14, which urges Meta to enhance transparency and accountability around its data collection and advertising practice. It is true that Meta has made strides in user control and privacy disclosures, but serious concerns remain. Instagram, Facebook, Messenger, and Meta Business have been invasive in terms of user data collection. Meta collects lots of categories of data, often linking it directly to individual users, including sensitive and biometric information, even when users have not logged in. It is time, as shareholders, we stop these questions that everybody is asking themselves of, "Is my phone listening to me?" This aggressive data strategy has already proven costly. Privacy-related fines include the Cambridge Analytica scandal and GDPR fine.

Despite these issues, Meta's privacy policy remains vague. It does not clearly disclose what data is collected, how long it's retained, and how users' consent is obtained or managed, or how AI is used in advertising targeting. There is also little transparency around how data is integrated across Meta's platform or shared with third parties. This proposal does not ask Meta to stop using data. It simply asks for a public report at a reasonable expense detailing what data is collected and retained, how user consent is handled at the device level, how data is used for ads targeting, impact assessments and audits on user privacy, and the details on cross-platform data integration. This is about responsible governance, risk management, and maintaining public trust in Meta's platform. Transparent data practices aren't just good ethics. It's good business. This is why I urge you to vote for Proposal Number 14.

Thank you. The board's position can be found on page 92 of the proxy statement. The polls will be closing shortly. If you intend to vote and haven't done so yet, please do so now by casting your vote through the portal by using the Vote Here button. We will have a short 20- to 30-second pause now while we wait for shareholders to finish voting. Now that everyone has had the opportunity to vote, I declare the polls closed on the items presented at the meeting. For the record, I note that it is May 28, 2025, and the time is now 10:35 A.M. Pacific Time. While we wait for the vote to come in and before I turn it over to Mark, I would like to make a required legal statement.

Mark's remarks and the Q&A that follow may contain forward-looking statements regarding future events and the future financial performance of the company. We caution you to consider the important risk factors that could cause actual results to differ materially from those in any forward-looking statements. These risk factors are more fully detailed under the caption "Risk Factors" in our quarterly report on Form 10Q filed with the Securities and Exchange Commission on May 1, 2025. In addition, any forward-looking statements that we make today are based on assumptions as of this date. We undertake no obligation to update these statements as a result of new information or future events. I see that the vote is now in, so we can announce the approximate preliminary results.

These totals are preliminary because the vote is subject to final audit by the inspector of election, but that will not affect the outcome on any matter. For Proposal 1, each nominee for director has received a for vote of at least 85%. The ratification of the independent auditor was approved with over 99% of the vote in favor. Our 2025 equity incentive plan was approved with over 75% of the vote in favor. Our advisory vote on the compensation program of our named executive officers was approved with over 89% of the vote in favor. On the frequency of the advisory vote on the compensation program of our named executive officers, every three years was approved with over 70% of the vote in favor. Less than 1% of the vote was in favor of every two years and 29% in favor of every year.

For Proposal 6 on dual-class stock, 26% of the vote was in favor and 74% was against. For Proposal 7 on disclosure of voting results based on class of shares, 21% of the vote was in favor and 79% was against. For Proposal 8 on a report on hate targeting marginalized communities, 15% of the vote was in favor and 85% was against. For Proposal 9 on a report on child safety impacts and actual harm reduction to children, 13% of the vote was in favor and 87% was against. For Proposal 10 on a report on risks of deepfakes in online child exploitation, 6% of the vote was in favor and 94% was against. For Proposal 11 on a report on AI data usage oversight, 10% of the vote was in favor and 90% was against.

For Proposal 12 on GHG emissions reduction actions, 3% of the vote was in favor and 97% was against. For Proposal 13 on Bitcoin treasury assessment, less than 1% of the vote was in favor and over 99% was against. Lastly, for Proposal 14 on a report on data collection and advertising practices, 11% of the vote was in favor and 89% was against. Final voting results will be posted on our website and filed with the SEC within four business days. There are no other items of business on the agenda, so this concludes the formal part of our meeting. Thank you all. The annual meeting is adjourned. Now I will turn it over to Mark.

Mark Zuckerberg
Chairman and CEO, Meta

All right. Thanks, Kate, and thanks everyone for joining today. Our community keeps growing with more than 3.4 billion people now using at least one of our apps each day. Our business is also performing very well, and I think that we're well positioned to navigate any macroeconomic uncertainty. 2025 is a critical year for us. I think this is probably the most exciting and dynamic time that I've ever seen in our industry. For Meta, this is the year when the trajectory of a lot of our long-term initiatives, I think, is really going to take shape. AI is the fundamental force behind all of this, transforming eventually everything that we do. You can break down the opportunities ahead into five areas that I've discussed previously: improved advertising, more engaging experiences in our apps, business messaging, Meta AI, and AI devices.

These are each long-term investments that are downstream from building AGI and leading AI models and infrastructure. Even with our significant investments, the reality for the business is that we do not need to succeed in all of these areas to have a good ROI. If we do, then I think we are going to be very happy with the investments that we are making. The first opportunity is improved advertising. Businesses used to have to generate their own ad creative and define what audiences they wanted to reach. AI has already made us better at targeting and finding the audiences that will be interested in businesses' products than most businesses are themselves. That just keeps improving. Now AI is generating better creative options for many businesses too.

I think that this is going to define what advertising is into an AI business agent that delivers measurable results at scale. In the not-too-distant future, we want to get to a world where any business will be able to just tell us what objective they're trying to achieve, like selling something or getting a new customer, how much they're willing to pay for each result, and connect their bank account, and then we just do the rest for them. The second opportunity is more engaging experiences. This will come in two forms: better recommendations for existing content types and better new types of content. Our AI-powered recommendation system is already making meaningfully more relevant and engaging feeds across Facebook, Instagram, and Threads, which, by the way, continues to be on track to become our next major social app.

AI is also enabling the creation of better content as well. Some of this will be helping people produce better content to share themselves. Some of this will be AI-generating content directly for people that is personalized for them. Some of this will be in existing formats, like photos and videos, and some will be increasingly interactive. The third opportunity is business messaging. Right now, the vast majority of our business is advertising in feeds on Facebook and Instagram. WhatsApp now has more than 3 billion monthly actives, with more than 100 million in the U.S. and growing quickly. Messenger is used by more than a billion people each month, and there are now as many messages sent each day on Instagram as there are on Messenger. Business messaging, we believe, should be the next pillar of our business.

In the next few years, I expect that just like every business today has an email address, a social media account, and a website, they will also have an AI business agent that can do customer support and sales. They should be able to set up that business agent very easily, given all the context that they've already put into all of our business platforms. The fourth opportunity is Meta AI. Across our apps, there are now a billion monthly actives using Meta AI. Our focus for this year is deepening the experience and making Meta AI the leading personal AI, with an emphasis on personalization, voice conversations, and entertainment. I think that we're going to all have an AI that we just talk to throughout the day while we're browsing content on our phones, eventually as we're going through our day, wearing glasses.

I think that this is going to be one of the most important and valuable services that this industry has ever created. We've released our first Meta AI standalone app. It is personalized so that you can talk to it about your interests that you've shown while you're browsing Reels or other stuff across our apps. We built a social feed into it so you can discover entertaining ways that other people are using Meta AI. I expect that the business opportunity for Meta AI will follow our normal product development playbook, which means that first we're going to focus on building and scaling the product, and only then, once it is at scale, are we going to focus on revenue. The fifth opportunity is AI devices, which is increasingly how we're thinking about our work on the next generation of computing platforms.

Glasses are the ideal form factor for both AI and the metaverse. They enable you to let an AI see what you see, hear what you hear, and talk to you throughout the day. They let you blend the physical and digital worlds together with holograms. More than a billion people worldwide wear glasses today, and it seems highly likely that these will become AI glasses over the next 5- 10 years. Building the devices that people use to experience our services lets us deliver the highest quality AI and social experiences. This will serve as an amplifier on all the opportunities that I've mentioned so far, as well as unlocking new opportunities as well. Ray-Ban Meta AI glasses have tripled in sales in the last year, and people who have them are using them a lot.

We've got some exciting new launches with our partner EssilorLuxottica later this year as well that should expand the category and add some new technological capabilities to the glasses. On Quest, we are seeing deeper engagement as Quest 3S makes VR accessible to more people, and more people are creating experiences in Horizon with AI tools. Everything that I've talked about today is built on top of our AI models and infrastructure. We released the first Llama 4 models last month, and they are some of the most intelligent, best multimodal, lowest latency, and most efficient models that anyone has built. We have more models on the way, including the massive Llama 4 behemoth model. Overall, we are focused on building full general intelligence. All of the opportunities that I've discussed today are downstream of delivering AGI and doing so efficiently.

The pace of progress across the industry and the opportunities ahead are staggering. I want to make sure that we work aggressively and efficiently, and I also want to make sure that we're building out leading infrastructure and teams that we need to achieve our goals. As we do all this, we will continue to prioritize safety and security across our experiences and apps, particularly when it comes to youth well-being and safety. Last year, we introduced teen accounts on Instagram initially, and now we've begun to expand to Facebook and Messenger too. This automatically places teens into built-in protections that seek to limit who can contact them and what content they can see. These are complex issues, but this is a real focus for us, and we're going to keep working with experts and listening to parents to develop tools that meet their needs.

That is a quick summary of everything I wanted to cover up top. I'm proud of the progress that we're making and grateful to our teams that are driving all these advances, and to all of you for being on this journey with us. Now I'm going to turn it back over to Kate as we go to questions.

Kate Kelly
VP and Corporate Secretary, Meta Platforms

Thanks, Mark. I'd now like to invite Susan Lee, our Chief Financial Officer, and Joel Kaplan, our Chief Global Affairs Officer, to join Mark, Jen, and our independent directors to answer your questions. We want to thank those who have submitted questions in advance and during the meeting, and we'll try to answer as many questions as we can. We will start out with a set of questions that have been submitted in advance via the online meeting site. Our first question was submitted by Brett Y., who writes, "WhatsApp is gradually beginning to generate significant revenue. In terms of revenue and profitability, do you envision a scenario where WhatsApp becomes an equal to Facebook and Instagram?" Mark, would you like to take this question, please?

Mark Zuckerberg
Chairman and CEO, Meta

WhatsApp generating revenue. All right. Here is the way that I think about it. The vast majority of our business comes from Facebook and Instagram ads today. We have said that basically between we have click-to-messaging ads, which are basically ads that show up in Facebook and Instagram but point to Threads in our messaging services. That business is, I think we've shared, is on the order of $10 billion. The big opportunity here that we see is business agents around AI. What we've seen is that there are a set of countries, especially in Southeast Asia today, where there is much more commerce that happens through messaging. Thailand and Vietnam are kind of two particular cases where I think that they are ranked 10 and 11 for revenue by us, for us, even though by GDP, they are in the 30s.

A lot of that is just because there's so much more commerce that's happening on messaging in those countries. Some of that is that the cost of labor is low, so people can afford to basically interact directly with businesses. Part of it is just that there's a whole messaging ecosystem for commerce that is built up around that. We think that by the time that every business can stand up a business agent to interact across these messages that can do both sales and customer support, that's the basic path to having the revenue and business in WhatsApp and Messenger and Instagram direct grow to be proportional to the usage. We think that that's going to end up being the next pillar of the business, right? There is Facebook and Instagram today, and we think that messaging is going to be next.

Some of the more novel AI and metaverse opportunities will probably only reach scale after the messaging part of this becomes more monetized.

Kate Kelly
VP and Corporate Secretary, Meta Platforms

Great. Thank you, Mark. Our next question comes from Fabian M. It is clear that the strategy has been to expand the business into related areas through acquisitions. It seems to me the metaverse is still quite underdeveloped. Why is this so? At the same time, artificial intelligence is moving very rapidly. Any change in strategy you might be thinking?

Mark Zuckerberg
Chairman and CEO, Meta

I mean, you know, it's interesting. When we started working on AR glasses, it's always been clear that glasses are going to be important because they do two fundamental things. I laid this out in my opening remarks. One is, I think glasses are the perfect form factor for AI so that you can let an AI see what you see, hear what you hear, talk to you throughout the day, et cetera. It's also the perfect form factor for blending the physical and digital world together and putting holograms in your field of view. I think it's a little wild that we're here in 2025. We have such a rich digital world, yet like most of what we see is physical. When you want to access that very valuable and rich digital world, you have this small screen that you pull out of your pocket.

It seems inevitable to me that at some point that basically gets kind of more combined together. Now, if you'd asked me 10 years ago, I would have thought that it would be easier to build holograms than full AI. It's been sort of an interesting twist of the technology industry that I think we're likely to get AGI before we are to get cheap holograms. It may actually be that AGI is something that helps us get cheap holograms. Anyway, I continue to be excited about both. The emergence of AI has certainly made it so that the AI glasses that we're selling with EssilorLuxottica, the Ray-Ban Meta Smart Glasses, and other products that we hope to build, I think are kind of accelerating and selling more because of that.

I think that the fact that AI is taking off now so well, we were actually just better positioned for that because of the metaverse work that we'd done before. I think that we're years ahead in the development of glasses, and I think that that's going to end up being a major strategic advantage for our company because of that. Ultimately, I think that both are going to end up being important. I mean, AGI, I think, is going to be the most fundamental technology of our time, but I think that there will be kind of future app platforms as well, and that's going to be a fundamental way that we deliver all of our experiences.

Kate Kelly
VP and Corporate Secretary, Meta Platforms

Great. Thank you, Mark. We received a number of questions regarding a potential stock split, including one from Antonio P., who asks, "Is a stock split being considered in the near future?" Susan, could you please take this one?

Susan Li
CFO, Meta

Sure. Thanks for the question. At this time, we do not have plans to initiate a stock split. Our primary focus still remains on executing against our long-term mission, investing in areas that we believe will drive value for our shareholders over time. I would also point out that many brokerages now enable people to purchase fractional shares, so individuals can invest the dollar denomination that they would like to, regardless of where our company's share price is. If that's something that might be of interest to you, I would encourage you to contact your brokerage and see if they offer fractional investing and understand any limitations that they might have with fractional shares relative to owning whole shares.

Kate Kelly
VP and Corporate Secretary, Meta Platforms

Thank you. Here's a question from Christopher M., asking, "When will you be ending the censorship of conservative voices?" Joel, would you like to take this question, please?

Joel Kaplan
Chief Global Affairs Officer, Meta Platforms

Yeah, thanks, Kate. Happy to take this one. As I hope Christopher, and I'm sure many of you will recall, this past January, we announced a number of changes that were designed to return to our fundamental commitment to free expression. The truth is, in our efforts to make our platforms places where people feel comfortable expressing themselves, we gradually built more and more complex systems and rules to manage what can and can't be said and shared. Over time, these systems became too complex, they made too many mistakes, and they led to too much harmless content being censored. The changes we announced in January were a recognition of that and an attempt to get back to first principles and to our roots in free expression.

The changes included first ending our third-party fact-checking program and launching a crowdsourced community notes system starting here in the United States. The second thing we did was to simplify some of our content policies to allow more room for debate and discussion on topics that people want to be sharing about online. If something can be said on TV or the floor of Congress, our view was you should be able to say or share it on our platforms. We made changes to ensure that could happen. The third thing we did was to reduce over-enforcement and cut down on mistakes by focusing our automated enforcement systems on illegal and high-severity violations, things like terrorism and drugs and frauds and scams. I hope these changes go a long way to addressing the concerns Christopher raised. Of course, we're not going to be perfect.

We're going to stay on the lookout for problems and places where we're still making too many mistakes. Our commitment is first and foremost to free expression. That's what these changes are about, and that's what we're going to try and stay true to.

Kate Kelly
VP and Corporate Secretary, Meta Platforms

Thank you, Joel. Our next question comes from Eddie T., asking the basic salary of Meta employees. I can address this question. While we do not disclose any individual employee salary, we disclose that for 2024, the median of the annual total compensation of all employees of our company other than our CEO was $417,400. This includes bonus, equity, and other benefits in addition to salary. You can find more information on page 61 of our proxy statement. Our next question comes from David D. Why do we give shares to executives and directors, pay them, and allow them to purchase shares at a reduced rate, 75%-85% of the current price, and require them to hold the shares for a specified period of time depending on the discount? Giving away shares that are created for such use diminishes the equity and voting power of each shareholder.

All shares used for such purposes should be purchased by the company on the open market. Peggy, would you please take this question?

Alford Peggy
Board Member, Meta

Sure. Consistent with our approach to executive and director compensation in previous years, we do expect to continue to emphasize equity awards because of the direct link that equity compensation provides between shareholder interests and the interests of our executive officers, thereby motivating our executive officers to focus on increasing our value over the long term. Our Compensation, Nominating, and Governance Committee, as well as the full board, believe that our executive compensation practices and approach to equity awards are effective in implementing our compensation philosophy and in achieving our goals.

Kate Kelly
VP and Corporate Secretary, Meta Platforms

Thank you, Peggy. Our next question comes from Eleanor H., who asks, "How much compensation is too much compensation for any of the Meta board members and executives? When can the individual shareholders expect to receive like compensation, dividend increases for their overall investments in the company?" Peggy, would you please take this question too?

Alford Peggy
Board Member, Meta

Absolutely. Our executive compensation program is carefully designed to attract top talent, motivate our executives, as well as encourage focus on company priorities, strengthen long-term retention, reward high levels of impact with commensurate levels of compensation, and align the interests of our executives with those of our shareholders by emphasizing long-term incentives. As in prior years, our CEO's base salary was $1, and he does not participate in the bonus plan, receive equity awards, or other incentive compensation. For other executive officers, compensation generally includes base salary, performance-based cash incentives, and equity-based compensation in the form of restricted stock units. Similarly, our director compensation policy is designed to attract and retain highly qualified non-employee directors who are critical to our long-term success.

Our Compensation, Nominating, and Governance Committee and full board believe that our executive and director compensation policies and practices are effective in implementing our compensation philosophy and achieving our goals. With respect to dividends, while our primary focus remains investing in our business and company priorities, we do believe that our strong financial position will allow us to support these investments while also returning capital to shareholders. We paid out over $5 billion in dividends during 2024, and in February, we announced a 5% increase in our quarterly dividend.

Kate Kelly
VP and Corporate Secretary, Meta Platforms

Thank you, Peggy. I see we have time for one more question. Our last question is from Brett Y. "As a longtime shareholder, I appreciate all the hard work of Mark Zuckerberg and all the employees at Meta. Llama seems like a winning product for Meta, and I was hoping you could go into more details on how you plan to monetize AI. Can you illustrate some examples on how Meta could make money from your AI product? Do you see AI Llama potentially becoming as lucrative as Facebook and Instagram?" Mark, would you like to take this question, please?

Mark Zuckerberg
Chairman and CEO, Meta

Yeah, sure. I mean, I spent most of the opening remarks talking about the five major ways that I think this is going to grow into a large business. I take this question as asking about Meta AI specifically in terms of how people interact with it. Basically, I think that there's already a billion monthly actives who use Meta AI across our apps. As engagement on that grows and as it becomes more personalized, I think people just ask it increasingly more questions, interesting questions in their lives.

I think that there will be opportunities to either insert paid recommendations over time, although that's a new thing that we're going to have to figure out, and we're not working on it right now, as well as offering a subscription service so that people can pay to use more compute and have higher levels of intelligence used to deliver the answers and things that they're working on. I think both of those are going to be opportunities. The first thing that we do when we're building new consumer products is we build them to reach scale and really get to the quality that we want. I mean, it may seem kind of funny that a billion monthly actives doesn't seem like it's at scale for us, but that's where we're at.

I think we really want to scale this to be bigger than it is and have much deeper engagement and clearly have leading quality across the industry. At that point, I think we will really focus on what the business is around it. I think it'll take the flavor of the two things that I just said.

Kate Kelly
VP and Corporate Secretary, Meta Platforms

Great. Thank you. That concludes the Q&A session. Thank you all for attending Meta's 2024-2025 Annual Meeting of Shareholders. We appreciate your participation and value hearing directly from you, our shareholders. We'll see you next year.

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