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AGM 2021

May 26, 2021

Operator

Good day, welcome to Facebook, Inc. 2021 Annual Meeting of Shareholders. I would now like to turn the conference over to Jennifer Newstead. Please go ahead.

Jennifer Newstead
General Counsel, Facebook, Inc.

Thank you. Good morning. Welcome. Thanks for joining us for Facebook's 2021 annual meeting of shareholders. I'm Jennifer Newstead, General Counsel of this annual meeting, which I now call to order. First, I'd like to acknowledge that our meeting today is being held in an all-virtual format as the pandemic continues. We hope that each of you and your loved ones are safe and healthy. Even with the virtual format, we will still be providing our shareholders with the opportunity to participate in today's meeting. Our agenda will start with the business set forth in the proxy statement. Following adjournment of the formal portion of the meeting, Mark will give a company update, and then we'll conclude with a Q&A session. Before we begin, I'd like to remind you of the rules of conduct for this meeting, a copy of which is available on the meeting website.

We intend to run an orderly meeting. Let me start by introducing the members of our board of directors who are participating in our virtual meeting today: Mark Zuckerberg, Sheryl Sandberg, Nancy Killefer, Robert Kimmitt, and Tracey Travis. Michael Johnson, our assistant secretary, is also with us today and will act as chair of the meeting in the event of any technical difficulties that prevent me from performing the duties of chair. We are joined by Richard Jackson of Ernst & Young LLP, our independent registered public accounting firm, and Chris Fiacco, 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, 2021.

I've been advised by the inspector of election that the holders of shares representing at least a majority of the voting power of our Class A and Class B common stock, voting together as a single class, are present or represented by proxy here today, and the requisite quorum for each proposal is therefore present. This meeting is authorized to transact the business set forth in the proxy statement. We have nine proposals to consider at the meeting, each of which is described in the proxy statement. We will discuss those proposals momentarily. First, however, I remind you that if you've already voted and do not intend to make any changes, there is no need for you to cast a vote today. Your vote will be counted automatically without any further action on your part.

Any shareholder present who has not voted or who wishes to change their vote may vote at this meeting by using the voting link. It is currently 10:07 A.M. Pacific Time. The polls have been opened. 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 director nominees are Peggy Alford, Marc Andreessen, Andrew Houston, Nancy Killefer, Robert Kimmitt, Sheryl Sandberg, Peter Thiel, Tracey Travis, and Mark Zuckerberg. The qualifications of each nominee are set forth in the proxy statement. No other director nominees have been properly submitted for election pursuant to our bylaws, therefore, no other nominations may be accepted at this time.

The board of directors recommends a vote for the election of each of the nominated directors. The second item of business is to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. The board of directors recommends a vote for this proposal. The third item of business is to approve the amendment to our director compensation policy, which sets out the annual compensation of our non-employee directors. The board of directors recommends a vote for this proposal. Finally, we received six shareholder proposals that complied with the requirements of SEC rules and are therefore eligible to be voted on at this meeting. The board of directors recommends a vote against each of the proposals four through nine. The company's position on each proposal is set forth in the proxy statement.

Each shareholder proponent may now present their proposal. I will direct the operator to open your line one by one. Please limit your statement to no more than three minutes. First, for proposal four, which is a proposal regarding dual-class stock structure, Tenzing Tashishar will be speaking on behalf of NorthStar Asset Management. Operator, would you please open Ms. Tashishar's line?

Tenzing Tashishar
Analyst, NorthStar Asset Management

My name is Tenzing Tashishar from NorthStar Asset Management in Boston. I am presenting resolution number four, a request that Meta Platforms's Board take steps to adopt a recapitalization plan for all outstanding stock to have one vote per share. The SEC tells all shareholders to vote in the annual elections of the companies in which they are invested in order to, quote, "Make our views known to the company management and directors on significant issues that may affect the value of our shares," unquote. At Meta Platforms, ordinary shareholders don't have an equal right to weigh in on significant matters of corporate policy.

Whether it's voting for the board of directors or dissenting against a new class of shares, without equal voting rights, shareholders lose this ability to oversee management through board elections, empowering the CEO and insiders to appoint a board that only serves the CEO and management, not shareholders. It's no secret that our company has struggled due to controversy. Just this year, in response to the January 6th insurrection at the US Capitol, there were criticisms that Facebook, "Failed to recognize the threat posed by the Stop the Steal movement despite numerous warnings, and how Facebook in some cases was unable to enforce its own rules.

One news article alleged that the internal Facebook report about this incident contradicts Mr. Zuckerberg's statements to Congress about Facebook being inhospitable to harmful content about the election and Ms. Sandberg's January comment that the insurrection was, quote, largely organized on platforms that don't have our abilities to stop hate, don't have our standards, and don't have our transparency, unquote. We believe that the company's failure to appropriately intervene in this incident caused real-world harm and risked shareholder value. We also believe that these sorts of problems are due to the insulated nature of our management and board, and that shareholders should have the ability to effectively express dissatisfaction through shareholder voting.

Mr. Zuckerberg may have brought this company to fruition, but the company's decision to offer common shares of the company on public exchanges, making Facebook a public company, brings with it a responsibility to shareholders to practice good governance. Shareholders, we urge you to vote for proxy item number four. Thank you.

Jennifer Newstead
General Counsel, Facebook, Inc.

Thank you. Next, for proposal five, which is a proposal regarding an independent board chair, Michael Frerichs will be speaking on behalf of the Illinois State Treasurer. Operator, would you please open Mr. Frerichs' line?

Michael Frerichs
Treasurer of State, Illinois

Good morning, Mr. Chairman, and members of the board, and fellow shareholders. My name is Michael Frerichs, and I am the Treasurer of the State of Illinois and a long-term shareowner of Facebook. I am here to present proposal number five, seeking independent board chair for Facebook. This proposal is co-filed by fellow state treasurers from Rhode Island, Vermont, New Jersey, as well as the Sisters of the Holy Names and other investors. As long-term investors, we firmly believe that establishing an independent board chair is one of the key steps Facebook can take to address fundamental governance shortfalls, to enhance board oversight of management, to build trust in the company, and ultimately better serve the interests of the company and shareholders for years to come. Put another way, this is a crucial way to build a stronger company. This question comes to shareholders at a critical moment.

Public trust in Facebook has fallen sharply, and the company is navigating a regulatory landscape that is changing quickly. In this difficult and challenging environment, it is important to stop and consider the CEO position is the most demanding job in corporate America. At the same time, board chair responsibilities are tremendously time-consuming. We need different people in these two distinctly different leadership positions. Selecting an independent chair would free the CEO to focus on managing the company and enable the chair to focus on oversight and strategic guidance. Right now, the CEO exerts excessive influence on the board and its agenda, and there is a serious question as to the board's effectiveness fulfilling its fundamental oversight and risk management duties. We believe this lack of board independence and oversight has contributed to Facebook mishandling several controversies which have negatively impacted the company's risk exposures, reputation, and shareholder value.

An independent board chair is endorsed by the Council of Institutional Investors, as well as many of Facebook's peers, including Google, Microsoft, Apple, and Twitter, all of which maintain an independent board chair. Perhaps most importantly, over the past two years, the majority of Facebook's independent shareholders have voted to separate the CEO and board chair roles. In the company's opposition statement, Facebook has argued that the current board structure is effective, and that, quote, the lead independent director facilitates effective representation of the interests of all shareholders, unquote. We respectfully disagree. We acknowledge the board has taken steps to better articulate the powers and responsibilities of the lead director. However, these changes are fundamentally insufficient to address the issues at hand because the lead director is different from the board chair.

As the EY Center for Board Matters emphasizes, the lead independent director does not command the same authority as a board chair. Furthermore, Facebook is hampered by a dual-class stock structure that gives the CEO control of majority of voting shares. This has had the effect of limiting the voices of shareholders and entrenching insider leadership, which is further hampered by the board's overall low level of independence. In closing, we urge Facebook to seize this opportunity to strengthen its corporate governance structure, heed the calls of its shareholders, and make a common sense change that will better position the company for sustainable long-term growth. Thank you.

Jennifer Newstead
General Counsel, Facebook, Inc.

Thank you. Next, for proposal six, which is a proposal regarding child exploitation, Sarah Cooper will be speaking on behalf of Proxy Impact. Operator, would you please open Ms. Cooper's line?

Sarah Cooper
Member of the Survivors Council, ECPAT-USA

Hello, my name is Sarah Cooper, and I am a member of the Survivors Council of ECPAT-USA, the leading anti-child trafficking organization in the United States. I am here this morning to present resolution number six, asking the board to report on the risk of increased sexual exploitation of children as the company develops and offers additional privacy tools such as end-to-end encryption. One year ago, I told my personal story publicly for the first time of being groomed and trafficked by a predator I met on Facebook. He seemed to be my age, but was actually days older. I was groomed starting when I was 15 until just after my 18th birthday. It seemed innocent enough at the beginning. I received a Facebook friend request from someone I didn't know.

We exchanged messages back and forth, and after some time, I sent photos to my predator, then more images to him, also known as CSAM. He groomed me for over two years. I thought he was a friend, someone I could trust. I didn't really know anything was wrong until I met him in person and saw his face. I finally realized he was closer to 40 than 18. Once I stepped into his car, it was too late. When I was trafficked, given drugs, sold into sex slavery, and held against my will at gunpoint, my instinct was to survive. I was lucky enough to have been rescued by a friend and thankfully survived my ordeal. Some are not as lucky and never make it home. For years, I was unaware of the dangers lurking on the Internet until I myself became a target.

Today, as an advocate working to prevent child sex trafficking, I've come to understand that law enforcement in the field relies extensively on tips from Facebook to bring predators to justice. What will happen when you go to end-to-end encryption on the Messenger app? Facebook admitted that in going forward with implementing end-to-end encryption, it will not be able to see child sexual abuse materials online, and the number of these reports will go down. Therefore, the number of children's lives that could be saved or helped will be less. Facebook made nearly 21 million reports of child sexual abuse materials last year, and it has been estimated that 75% of these will become invisible once it applies to end-to-end encryption. These reports are not just reports. They are children.

Children who are scared and hurt, children who need our help, children who believe Facebook would never hurt them. They are someone's daughter, sister, grandchild, and neighbor. Facebook needs to immediately improve age verification, increase human monitoring of content, work in tighter cooperation with law enforcement, and it should absolutely delay banning encryption on its platform until it can protect children. Privacy is important, but we need a balance of privacy and protection of the most vulnerable members of society, our children. Facebook is a great platform, but it is not a safe platform. With encryption, it will become one of the world's most dangerous playgrounds for children. Thank you.

Jennifer Newstead
General Counsel, Facebook, Inc.

Thank you. Next, for proposal seven, which is a proposal regarding putting a human or civil rights expert on the board, Natasha Lamb will be speaking on behalf of Arjuna Capital. Operator, would you please open Ms. Lamb's line?

Natasha Lamb
CIO, Arjuna Capital

Good morning. My name is Natasha Lamb, and I move proposal number seven on behalf of Arjuna Capital and co-filer Friends Fiduciary, asking Facebook's board to nominate a board candidate with a high level of human and civil rights expertise. The reason for this request should be obvious. We all know the problem with Facebook, and it's not the pictures of puppies and kids, which we love. Facebook is a lightning rod for disseminating racism, sexism, hate, violence, and misinformation, content that threatens human and civil rights, an informed electorate, and our democracy. Solving the problem is not so simple. If it were, we would not be presenting our concerns for the fifth straight year. Rightly, our company is scrambling to build some internal scaffolding, adding experts, policies, and a quasi-independent Oversight Board to make high-profile content decisions.

The latest example of that being the fumbled political hot potato of banning Donald Trump. That is, the Oversight Board deals with the garbage at the end of the pipe, not what is fundamentally wrong with the platform, not what creates the problems in the first place. Facebook ignores the root cause, which is a business model fueled by clickbait and user profiling. While this model has been profitable, it is increasingly problematic, threatening Facebook's brand and social license to operate. Just one year ago, over 300 advertisers boycotted the platform after civil rights groups critical of Facebook for failing to address hate speech launched the Stop Hate for Profit campaign. Facebook is losing the trust of its advertisers, users, and perhaps most importantly, public policymakers.

Not only has Mr. Zuckerberg been called before Congress on multiple occasions, Facebook is now at the center of an antitrust lawsuit from the Federal Trade Commission. Despite this, we have yet to see a proactive approach to address the problem. Our company demonstrates a repeating pattern of marginally changing policies and practices only after substantial and highly visible public pressure. Changing policies and practices is not enough. Civil rights group Color of Change has criticized Facebook for doubling down on a business model that fundamentally lacks an understanding of how civil rights, voter suppression, and racism actually function in this country. To solve this problem, it's going to take a lot more than passing the buck to an Oversight Board to make the tough decisions at the end of the pipe. It's going to take Facebook's actual board stepping up to the plate and addressing the root cause.

To do that, it needs human and civil rights expertise, which is what we are asking for today. To say that Facebook has adequately addressed human and civil rights is a gross overstatement. It is the board's responsibility to address this root cause issue and steward business strategy going forward.

Jennifer Newstead
General Counsel, Facebook, Inc.

Thank you. Next, for proposal eight, which is a proposal regarding platform misuse, Thomas Van Dyck will be speaking on behalf of As You Sow. Operator, please open Mr. Van Dyck's line.

Thomas Van Dyck
Founder, As You Sow

Hi. My name's Thomas Van Dyck and I'm the Founder of As You Sow. I'm here to talk about ending misinformation on our platform today. Mark, I wanna talk to you today. You've created a powerful platform, a place where my mother could witness my son's engagement during a time of COVID when she couldn't be there personally. I thought about where we had shared experiences, and we're both fathers. You're a father too, I'm a father too. The difference is my kids are your age. My daughter in her 20s, while President Obama set up the US Digital Service and worked there for nine years. You created this tremendous platform. When my daughter was younger, I coached herself and her friends in soccer, I taught them four things, focus, give 150%, be a good sport and act in integrity, and have fun.

Those I thought were lessons of life, that they, if they did those things, they would have a happy and successful life. What I was not prepared for was what would happen with them as women, the amount of sexual harassment that they would experience. If I knew that then, I would have spent more time changing society so they would not have had to go through those experiences. You now though, Mark, have the power with this platform to actually mitigate the misinformation, the hate, the racism, the sex trafficking, to end that pain and push society towards the good. You've several people on the board, they're saying, "Well, we can't limit this.

We'll limit our revenue." I'll tell you as one of the founders of sustainable investing, that if you actually act with integrity and move towards good, that you will empower your employees and they'll be more productive. You empower the community and they'll respect the company that you've created. You empower your users because they'll be proud to be there, and your advertisers to be there as well. You will make more money, and you'll do it in a way that benefits society. There are two things that being a parent redefined for me, two words. Those words are love and responsibility. I didn't know unconditional love until I had kids. I also didn't know what responsibility was. Facebook is your kid, Mark. You have the responsibility to mitigate hate speech, sex trafficking, and the spreading of disinformation. You can do it. I have faith in you.

Please feel free to reach out. Thank you.

Jennifer Newstead
General Counsel, Facebook, Inc.

Thank you. Finally, for proposal nine, which is a proposal regarding a public benefit corporation, Frederick Alexander will be speaking on behalf of James McRitchie and Myra Young. Operator, would you please open Mr. Alexander's line?

Frederick Alexander
CEO, The Shareholder Commons

Hello. Thank you. I'm Rick Alexander, CEO of The Shareholder Commons, here today to present a proposal requesting that the company convert to a public benefit corporation. This proposal would allow the company to reject shareholder primacy and to promote the interests of all of its stakeholders. The company in its proxy statement says they already do so. Here's the rub. As a conventional corporation, the company can do so only if it profits the shareholders. In fact, the company's own governance guidelines admit that the board is committed to managing, and I quote, "With a view toward enhancing long-term value for Facebook stockholders." No one else is mentioned. In the proxy statement, the company says you should vote against the proposal because, and again I quote, "It could significantly restrain or limit our capacity to take certain corporate actions." End of quote.

Of course, that's the point of the proposal. You've heard other proponents today talk about things like sexual slavery. We want to restrain the company from taking actions that promote those things. The company currently considers the interest of billions of people under their corporate structure. That's billions of people who use their platform in decision-making only in the context of delivering value to shareholders. The proposal would change what the corporation could do because it could no longer simply ignore the social costs of its business model. This would be a good thing, because right now the company optimizes profit, even when that means driving traffic with content and algorithms that lead to pandemics, authoritarianism, genocide, and child trafficking. Company says it already considers stakeholder interests.

For example, in the proxy statement it says, "In response to the COVID-19 pandemic, we relaunched multiple initiatives," and they name other good things they have done. Now, that's nice, but where do they get the money for such initiatives? It's by driving traffic with anti-vax misinformation and other things. As one report noted, Facebook has failed to remove the accounts of 12, the 12 most prominent anti-vaxxers who repeatedly violate their terms of service. Why? Because it drives traffic, makes more money. The current business model is actively tearing societies down. To quote from another recent report, quote, "Social media has been fundamental to the rise of far right and authoritarian politicians and governments." End quote.

Reputation policy and good deeds cannot make up for the fact that Facebook increases traffic in ways that contribute to genocide, pandemics, authoritarianism, as we heard bravely from Sarah Cooper today, sexual slavery. This conduct doesn't just hurt victims. I'm not asking you to cast an altruistic vote. This conduct hurts Facebook's own shareholders because they have diversified portfolios that suffer when the economy as a whole bears the weight of the systemic threats that corporations like Facebook create. Think of the cost of the pandemic to our economy or the cost of authoritarianism and political unrest. Facebook is a critical gatekeeper in the information economy. It is in the interest of all stakeholders, including its own diversified shareholders, that it confine its profit-seeking efforts to those that do not endanger the health of critical social and environmental systems.

Conversion to a PBC would change the rules that govern the company, allowing it, together with its shareholders, to reject the shareholder primacy that threatens us all. I hereby move the vote on proposal nine. Thank you.

Jennifer Newstead
General Counsel, Facebook, Inc.

Thank you, thank you all for your statements. The company will not be providing responses at this meeting, as our position on each proposal has already been set forth in the proxy statement. The polls will close shortly. If you intend to vote, you need to do so now. All right. The time is now 10:30 A.M. Pacific Time, and the polls are now closed. I'll now report on the preliminary results of the voting. The final results, including any votes cast at this meeting, will be filed with the Securities and Exchange Commission on a Form 8-K within four business days. The votes required to approve each of the proposals are as set forth in the proxy statement. Based on the preliminary results tabulated by the Inspector of Election for proposal one, each of the nine nominees has been elected to the board of directors.

Based on the preliminary results for proposal two, Ernst & Young has been approved as our independent registered public accounting firm. Based on the preliminary results for proposal three, the amendment to the director compensation policy has been approved. Finally, based on the preliminary results tabulated by the Inspector of Election, each of proposals four through nine has been rejected by at least the requisite majority of the votes cast. There are no other items of business on the agenda, so this concludes the formal part of our meeting. The annual meeting is now adjourned. Before I ask Mark to begin the company update, I want to remind you that Mark's remarks and the Q&A that follows 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 10-Q filed with the Securities and Exchange Commission on April 29, 2021. In addition, any forward-looking statements that we make today are based on assumptions as of this date. We undertake no obligation to update those statements as a result of new information or future events. Now I'll turn it over to Mark.

Mark Zuckerberg
CEO, Facebook, Inc.

All right. Hey, everyone, and thanks for joining us today. It's, you know, it's hard to believe now, but our last annual meeting, we were still in the early stages of this pandemic. You know, I talked about everything we were doing to help keep people connected and informed, new video and messaging products that people could use to stay in touch, commerce tools that businesses could use to operate online, and products and partnerships to help get authoritative health information out there to everyone. All of that work continues, and it's just as important today. You know, although we're seeing some good news on vaccination and infection rates in some parts of the world now, there's still a long way to go.

People are relying on our products to connect and keep their businesses running, and the need for authoritative information remains strong. You know, at the same time, we're starting to get a clearer picture of some of our longer term opportunities. I wanted to share a quick update on those before we get to the questions today. As I said on our earnings call the other day, our business has been performing better than we expected over the past couple of quarters. That's given us the confidence to ramp up our investments in a few key areas that are gonna be important for the long term, including augmented and virtual reality and commerce, business messaging, and the creator economy.

First up, I want to talk about augmented and virtual reality, which, you know, we think is gonna be the next computing platform. We continue to invest heavily in building out the best experiences here, and this accounts for a major part of our overall R&D budget growth. Quest 2 is due. It has set a new standard for VR, and we keep shipping updates that make it better and better. We're also seeing the VR app ecosystem broaden out beyond games and into social apps, productivity apps, and fitness apps as well. Over time, I expect that augmented and virtual reality are going to unlock a massive amount of value in people's lives and the economy overall. There's still a long way to go, and most of our investments to make this work are still ahead of us.

The feedback that we're getting from people is giving us confidence that we're focusing on the right areas. Another long-term opportunity that we're investing heavily in is commerce, and this has become a lot more important as the pandemic has accelerated a broader shift towards businesses moving online. We're investing in building the future of commerce on our services. You know, we launched Shops last year, and we're creating more native commerce capabilities across our apps with new tools to make it easier to buy and sell in WhatsApp and Instagram. We're also building some broader commerce infrastructure, everything from payments to customer service and support. For business messaging, we're starting to see a meaningful shift in the way that people communicate with businesses.

People wanna get support and make purchases, and businesses wanna be able to show their products and take orders and communicate with customers. Increasingly, they wanna do all that through chat, and we're well-placed to deliver those types of services. We're focused on making our tools for business messaging across Messenger, Instagram, and WhatsApp more powerful and easier to use. We're also gonna be offering businesses a native way to manage their customer relationships on our platforms. A fully featured commerce platform is gonna bring together a lot of areas where we have strong offerings already, like in ads, community tools, and messaging. It's gonna bring those together with areas like Shops and business messaging and payments that we're working on ramping up now.

We're also investing in areas like customer support for our products, which I think is the next pillar of our trust and safety work. We have a long way to go there, but I'm optimistic that we're gonna be able to build out our commerce offering and create something that people and businesses are gonna find very valuable. The last area that I wanna touch on today is creators. Our goal here is to support the full range of human expression and to be the best platform for millions of creators to make a living. We're focused on building out creative and monetization tools to support this overall creator economy. Part of this is gonna be delivering tools and products for all the ways that people wanna create and consume content.

You know, I believe that, you know, at the intersection of every media type, and every audience, there is some compelling social experience to build. We need to connect these experiences with easy options for monetization for creators, whether that's subscriptions, tipping, or enabling creators to give product recommendations and enable commerce. With Instagram and Facebook, you know, we have a unique ability to bring creators and commerce together and build something that's going to be really useful here. Across all of these areas, you know, there's a unique opportunity to help connect people in deeper ways and to support a stronger economy for everyone, and I'm optimistic that our work is going to help accelerate some of the positive emerging trends that we are seeing in the world.

Thank you all for being a part of this journey with us. I'm looking forward to making even more progress. With that, I would like to open it up for questions.

Jennifer Newstead
General Counsel, Facebook, Inc.

Great. Thanks, Mark. I'd now like to invite Sheryl Sandberg, Facebook's Chief Operating Officer, Dave Wehner, Facebook's Chief Financial Officer, and Nick Clegg, Facebook's Vice President of Global Affairs and Communications, to join Mark and answer some of your questions. We want to thank those who've submitted questions in advance and during this meeting, we will 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. Shareholders also have the opportunity to submit questions live during this meeting, we may turn to some of those questions if we have time. Our first question was submitted by Arash D. "Can you please describe Facebook's plans for the future of Oculus and how it will contribute to the bottom line?" Mark, would you like to take this one?

Mark Zuckerberg
CEO, Facebook, Inc.

Sure. I can take that. The key thing to understand about virtual and augmented reality is that they are technologies that help us deliver a sense of presence, like you are right there with another person, or in another place doing something, in a way that just feels viscerally real. From that perspective, you know, these are technologies that I've thought about for a long time, as enabling the holy grail of social experiences, right? The ability for you, no matter where you are in the world, you know, to be able to put on glasses or put on a headset, and feel like you're right there with the people you care about or want to interact with.

I mean, this is just a huge step up from the kinds of experiences that we can have on screens today. From that perspective, probably the main reason why I'm excited about these technologies is because of the ways that they'll make all of the other products that we build, all these social experiences that we've wanted to build for, you know, since even before I started this company, all of that is gonna be possible, and that's gonna be a big world that's gonna open up. As that becomes possible, I mean, I think that there's gonna be a big business opportunity here too.

You know, the playbook and the way that we tend to develop these things is to focus on delivering these really valuable social experiences first and at scale before focusing on how that's going to benefit our business. It's worked with our apps. We've, you know, there are billions of people who use our apps. You know, our apps reached 1 billion people or more before we really focused on what the business model and how we were going to make money around them. I think similarly with virtual and augmented reality, there will be opportunities through, you know, app stores and payments and advertising and all kinds of different things to make money along the way.

I think, the main way that we're thinking about this is if we can enable new great social experiences at scale, then that will over time be an important part of our business. Will, you know, if we reach the point where there are hundreds of millions or billions of people using these devices, I just think that that's going to be an extraordinary opportunity for us.

Jennifer Newstead
General Counsel, Facebook, Inc.

Great, thank you. Our next question was submitted by Mark P. Does the announcement of live audio rooms and shareable sound bites signal a shift away from Facebook's image and video-driven strategy? If no, how will the integration of sound help better monetize Facebook's existing platform? Mark, would you like to take this one?

Mark Zuckerberg
CEO, Facebook, Inc.

Yeah, sure. I can take this one. You know, I think people want both audio and video, so I don't think that you should see this as a shift away from video, you know, or a shift away from photos or anything like that. Audio has emerged as another first class type of medium that people want to interact with. There are a lot of good reasons why people like audio. I mean, from a creation side, it's much easier to set up. You know, you don't have to get dressed and make sure that your background looks good or that, you know, you have makeup on or whatever it is there.

From a consumption perspective, you know, a lot of times we listen to music or audio in the background while we're doing something else, whereas video sort of demands your entire attention. I think that there's a big space for both of these. We're already, you know, one of the leaders in developing VoIP calling, so audio, you know, through WhatsApp and through Messenger is, you know, already one of the big experiences that people do through our product. It's not like we're completely new to audio. This is an area that I think it makes sense to extend.

It's also gonna be a big part of the creator economy, where you have creators and public figures, you know, increasingly a lot of journalists, or, or bloggers, you know, couple subscription offerings that have, you know, a blog or newsletter with a podcast. You know, being able to offer the full range of how people want to express themselves and build business models for creators I think is gonna be valuable as well. I think there are a lot of ways in which, you know, this ties into how people wanna create content and consume content online. I'm, I'm really excited for the offering that we're gonna be rolling out here.

Jennifer Newstead
General Counsel, Facebook, Inc.

Great, thank you. Next we'll take a question that was submitted anonymously. A number of shareholder proposals seek to deal with ongoing content moderation, platform abuse, and threats to the safety of Facebook users and integrity of the platform. Current proposals aside, what kind of continuing investments is the company willing to make to ensure that safety, security, and integrity are core and essential functions of the business? Mark, would you like to take this one as well?

Mark Zuckerberg
CEO, Facebook, Inc.

Yeah. Yeah, I can take this one, too. It's, you know, we have a large and very talented team working on these issues. You know, it's, we have about 1,000 or maybe even more people working on the AI and engineering systems to help us identify, you know, every different type of harmful content from the worst types of things like child exploitation, terrorism, and incitement of violence to, you know, to other categories like, you know, nudity or intellectual property violations. I mean, there are about 20 categories of harmful content that we track and build specific systems to address.

On top of the, you know, 1,000 or so technical staff, who work on this, we also have about 35,000 people, who work in content review and other areas of our operations who are focused on helping to review and detect and in some cases remove harmful content as well. This is certainly a big part of what we do. The leader of this is on our executive team and is a key member of my team. You know, I've been proud of the progress that we've made here, which we outline in our transparency reports that we issue. There's also a lot more to do, and we're gonna continue investing on this for years to come.

Jennifer Newstead
General Counsel, Facebook, Inc.

Great, thank you. Next we'll take another question that was submitted anonymously. Are there written or unwritten policies in place that decide who or what gets censored and what does not? What policies or guidelines are in place to ensure that the process is fair to the left and the right politically? Does it seem odd that it's perceived to be in one direction only? Nick Clegg, would you like to take this question?

Nick Clegg
VP of Global Affairs and Communications, Facebook, Inc.

Yeah, sure. Happy to. I mean, to be clear, we absolutely do not suppress content on the basis of political viewpoint. We always strive to enforce our policies evenly without regard to the political affiliation of those affected. That's because, you know, Facebook is an open platform for voices across the political spectrum. We believe fundamentally in free expression and the right of voters to hear what politicians are saying, the good, the bad, the ugly, so that they can be held to account. Now, of course, that doesn't mean that politicians can just say things that clearly cause harm, and our policies on hate speech, incitement, and so on apply to everyone regardless of their position of power.

Those rules, our rules are set out in our community standards, and they're available publicly and in considerable detail. You know, we're very clear. We remove content that poses specific harm to people, content intended to intimidate, exclude, or silence views. Inevitably perhaps, we get criticized by both sides of the political equation. Certainly in the U.S., many Republicans accuse us of bias for taking action on content that breaks our rules. Many Democrats say we should be going further to restrict the same content. We go to great lengths to allow debate from across the political spectrum on our platform as long as it doesn't violate our community standards.

Of course, we also created the Oversight Board to make independent judgments on some of the biggest content decisions we make, which is why, for instance, we referred our decision to suspend President Trump's accounts, then President Trump's accounts to it. Of course, in an ideal world, it would be better if these decisions were made according to frameworks agreed by democratically accountable lawmakers. In the absence of such laws, there are decisions that we cannot duck. We will continue to enforce those decisions as fairly as we can.

Jennifer Newstead
General Counsel, Facebook, Inc.

Thanks, Nick. Our next question was submitted by Jessica C. There should be more diversity within this company. Many different people use Facebook and are also invested in Facebook, not just one race of people. I do not see this in the board of directors or in higher up positions. This needs to change soon. It's a very important issue that needs to be addressed. Sheryl, would you like to take this question?

Sheryl Sandberg
COO, Facebook, Inc.

Yeah, I can take that. We're proud that the majority of our directors are diverse in terms of gender and ethnicity and LGBTQ status. I agree with you that this area is super important. You know, D&I is a area I've spent a lot of time on. We've elevated our D&I function so our Chief Diversity Officer, Maxine, reports directly to me and is in the meetings at the highest level of the company. We want to ensure that D&I is at the very center of everything we do and in every decision we make. You know, over the past many years, Facebook's grown a lot, and our approach has changed a lot, but we know we still have a tremendous amount to do. We've committed to 50% of our workforce will be underrepresented communities by 2024.

That means women, people who are Black, Hispanic, Native American, Pacific Islanders, two or more ethnicities, people with disabilities, or veterans. We put out our diversity numbers publicly every year. We announced our seventh one on July 15th. Where that shows is that we're continuing to see incremental progress. There are some things in there I'm really proud of. Since 2014, we've increased the number of Black women at Facebook by 40x and the number of Black men by 15x . The women in technical roles has improved to 24%. That's a really big deal because we were at 15% before. Unfortunately, women only get 19% of the CS and E degrees, which means it's really been hard to get to those numbers.

It's also the case that the majority of our new female leaders were internally promoted, which means that we are hiring people and growing them into bigger jobs. Since we have really ambitious goals, in order to get there, we're going to need to continue focusing on recruiting. We use a diverse slate approach in the U.S., and when we start recruiting in new cities, we are able to get to pools of more diverse talent from new hubs like Atlanta. We've also done salary reviews for many years where make sure we're paying men and women fairly. And we have a great pipeline of students coming in.

We have a Facebook University program where we take kids who, could study computer science but are not currently studying computer science, bring them to, be a summer intern with us, and our goal is to encourage them to change majors and go into those fields, and that's been very successful. We have a pipeline over 1,000 students who have participated in that program. In order to get it right, we're gonna have to continue to work hard, and we know that, and we will.

Jennifer Newstead
General Counsel, Facebook, Inc.

Thank you, Sheryl. Next, we'll take another question that was submitted anonymously. When will you start paying a dividend, and do you anticipate a stock split in 2021? Dave, would you like to take this one?

Dave Wehner
CFO, Facebook, Inc.

Jennifer, thanks for the question. At this time, we don't have plans to initiate a dividend or pursue a stock split based on our capital allocation decisions on a regular basis. Our priority has been is to investing in growth as we see lots of opportunities ahead in areas like Facebook Reality Labs, commerce, and business messaging. We do think we have the ability to invest in growth while also generating a healthy amount of cash flow, we see an opportunity to deploy a percentage of that cash flow to share repurchase going forward. In January, we received an incremental share repurchase authorization from the board of $25 billion. Notably, we stepped up our share repurchases in the first quarter to $4.1 billion of Class A common stock.

That was our second-largest quarter for repurchase.

Jennifer Newstead
General Counsel, Facebook, Inc.

Okay. Thank you, Dave. Next we'll take another question that was submitted anonymously. Could you throw light on Facebook's strategy to launch new businesses beyond online advertisements and the associated launch time frames? In a similar vein, how do you de-risk from what seems to be a small number of businesses Facebook is present in today? Mark, would you like to take this question?

Mark Zuckerberg
CEO, Facebook, Inc.

Sure. I can take that. There are a number of areas that we're working on that we see as pretty exciting opportunities, both supporting the ads business that we have, as well as potentially growing in new areas. You know, the two that I've talked about the most, including on this call so far, are around commerce and around future computing platforms.

The commerce efforts, while they're connected to ads in a lot of ways because, you know, now you'll be able to enable the experience where if someone clicks on an ad, instead of having to go to some other website that, you know, may lose context about who they are, may not be able to be personalized, may not have their payment credentials on file, that'll kind of all be an inline native experience and it'll be seamless, and you'll be able to see the other inventory from that business and so on. That both makes the ads experience better and makes the ads perform better for businesses, also enables a lot more commerce activity within our services. I mean, that's one really interesting area.

Of course all the work that we're doing on the next computing platform around virtual and augmented reality. You know, a big part of what we're doing there is, you know, not directly advertising in that people are buying devices, they're buying apps and content to experience on the devices. Those are, you know, obviously different types of business than what we're doing in our core business today. Even though over the long term, I think for both commerce and the future computing platform work, I think, you know, enabling, you know, our services to extend into these platforms and enabling the business model that we have now is one thing that I think will benefit long term as well.

It's, there's a lot of exciting opportunity both for the growth of the core business model and for, and in a lot of these areas, including commerce and computing platforms specifically.

Jennifer Newstead
General Counsel, Facebook, Inc.

Thanks, Mark. We'll take next another question that was submitted anonymously. Many of us wonder why there's no way to communicate or plead a case when people on Facebook are blocked from participating on Facebook. Facebook should provide a way for people to communicate their concerns if they disagree with Facebook's decisions when someone is punished for something that Facebook says goes against its community standards. Will you do anything to correct this? Nick, would you like to take this question?

Nick Clegg
VP of Global Affairs and Communications, Facebook, Inc.

I'll take it, of course. There are ways for people to appeal our decisions. We remove content if someone posts something that violates our community standards or Instagram's community guidelines, but we also notify people so they better understand the reason behind the removal. In enforcing all of that, we use a strike system, so that means that we might restrict or disable someone's account depending on which policy the content violated, the person's history of previous violations, and the number of strikes on their account. We give people the chance to appeal when we remove their content or their account, and they can do it right on the app. Of course there are exceptions.

You know, if we've removed their account for a really egregious violation like breaking our child exploitation or dangerous organizations policies, for instance, there's no appeal for those. For, in almost all other instances, there is a right of appeal, and that can be done on the app. That said, during the pandemic, our review operations have been affected, and one of those areas was our appeals capacity. Now, we've worked hard to restore that capacity, but as long as the pandemic continues to have a serious global impact, it's possible it will continue to be affected for a while. At the moment, as a temporary measure, and as long as this operational disruption continues, we're giving people the option to tell us that they disagree with a decision.

In many cases, we are re-reviewing those, you know, where people disagree with the decision, as we would a typical appeal. We've also, of course, set up the Oversight Board, as I mentioned in a previous question, in answer to a previous question, which gives people another way to appeal content when they believe they've got as far as they can with Facebook's appeals process. People can appeal content they think that has been left up or taken down incorrectly, and the Oversight Board's decisions are entirely binding on Facebook.

Jennifer Newstead
General Counsel, Facebook, Inc.

Thank you, Nick. Next we'll take another question that was submitted anonymously. Privacy is a topic of growing importance to American society. Many would like the U.S. to move towards a European model for privacy regulation. What would be the impact to Facebook in terms of the financial, product, and brand experience if the regulatory environment successfully moved in that direction? Is there a middle ground that Facebook would find acceptable, and where would that be? Nick, would you also like to take this one?

Nick Clegg
VP of Global Affairs and Communications, Facebook, Inc.

Yeah, I mean, not only would we find it acceptable, we strongly believe the U.S. needs a comprehensive privacy law. We've been calling for comprehensive privacy legislation for some time because we think it will benefit people by providing consistent protections right across the country, and of course, will benefit businesses by giving them the certainty that they need to operate too. Consumers should have a right to access, correct, and delete their data, move their data to other services, and opt out of its sharing for certain purposes. We believe that any comprehensive federal approach to privacy should enshrine these rights and require corresponding accountability for businesses such as ours, as well as resources which need to be allocated to government agencies tasked with the enforcement of the privacy legislation.

While we believe that federal legislation is the optimal solution for people and businesses, that hasn't stopped us from supporting state legislation, including Virginia's Consumer Data Protection Act, where we think that makes sense. The key for us in the long run, of course, is that any privacy laws are evenly applied across geography. So Virginia's law, for instance, provides strong protections, but it does so in a way that is pretty familiar to businesses and people that have been used to compliance with GDPR and similar laws.

Of course, whether in the U.S. or in the EU or elsewhere, our view is that any privacy legislation can and should avoid restricting innovation or the ability of companies to advertise online. We don't think that personalized ads and privacy are at odds. We believe we can have a regulatory framework that supports both.

Jennifer Newstead
General Counsel, Facebook, Inc.

Thank you, Nick. Our next question was submitted by Ed T. How can Facebook leverage and possibly become a leader in crypto? DeFi smart contracts and NFTs are here to stay. Many people talk about Bitcoin, but Ethereum and its blockchain are more disruptive and valuable to businesses like Facebook. Mark, would you like to take this question?

Mark Zuckerberg
CEO, Facebook, Inc.

Sure, I can talk about this. It's definitely the case that adoption and interest in blockchain technology continues to grow. You know, I think it's an exciting space, and it's gonna have, I think a lot of implications for a number of areas of economic opportunity in different apps. You know, digital currencies and cryptocurrencies are one example of how this new technology can be leveraged. You know, we believe that they can certainly play an important role in bringing financial services and financial inclusion to more people. This matters to us and what we do because when people have access to financial tools, then they're more empowered to be able to support themselves and others and, or start a business.

You know, a lot of what we do is about empowering people to start businesses and support small businesses. We have been involved in creating products to support digital currencies for a couple of years now, you know, when we came together with a group of other companies to help start, you know, what is now called the Diem Project, which is independently led by the Diem Association. When we introduce the Novi Digital Wallet, it will offer people access to Diem digital currencies to start.

You know, we're exploring a number of ways that we can further support the growing adoption of these tools and provide people and businesses with all the tools that they need to support and achieve their different financial goals. Overall, yeah, I think this is an exciting area and one to watch.

Jennifer Newstead
General Counsel, Facebook, Inc.

Thanks, Mark. Next, we'll take a question submitted by Oliver C. Is there any plan to create a real structure to manage the proliferation of fake news? Nick, would you like to take this one?

Nick Clegg
VP of Global Affairs and Communications, Facebook, Inc.

Yeah, happy to. Because, you know, it's important to remember we really are committed to fighting wherever we can the spread of false information on Facebook. We remove content that violates our community standards as I said earlier, and we reduce distribution of stories which are marked as false, and we inform people, try and inform people so that they can decide for themselves what to read, trust, and share. We work with more than 80 third-party fact-checking organizations around the world. I think it's by some measure the largest fact-checking system established by any social media company, covering over 60 languages, and when they rate something as false, we dramatically reduce the distribution of the content they've rated as false.

We also show warning labels to people who see that post or try to share it or already have. For instance, from March last year through to the middle of October last year, we displayed warnings on nearly 170 million pieces of content viewed on Facebook from the U.S., so that gives you some sort of feel of the scale of this. We use both technology and human review to remove fake accounts, promote information literacy and disrupt the financial incentives of spammers.

Since we're still obviously in the COVID pandemic and there's a lot of legitimate focus on pandemic-related misinformation, we've removed more than 18 million pieces of content from Facebook and Instagram with false claims about COVID and false claims about vaccines that leading health organizations like the World Health Organization have debunked. When pages and groups repeatedly share false content, we reduce the distribution of their posts in News Feed, remove them from the recommendations we show to people, and in some instances, we may even remove them from the app altogether.

Jennifer Newstead
General Counsel, Facebook, Inc.

Thank you, Nick. We have time for one last question. This question was submitted anonymously. When are we going to become more user-focused, specifically when users submit concerns about their accounts, marketing overload, et cetera? Mark, would you like to take this one?

Mark Zuckerberg
CEO, Facebook, Inc.

Sure, I can talk about this. you know, as I mentioned upfront, customer support is gonna be an increasing focus for us. For the last several years, you know, our team that has been focused on kind of trust and safety overall has been more focused on content moderation, right? So making sure that we can identify harmful content and take it down. Also working on making sure that we continue improving privacy and supporting and providing world-class controls there. Those are different problems than customer support.

In fact, a lot of the time, when you're focused on content moderation and more proactively identifying harmful content, that can lead to experiences where you're taking content down from people who disagree that it should be taken down, and it could, those two things between content moderation and customer support are often at odds. Now recently we've started a new company-wide effort for customer support to make sure that we also improve the support experiences that people and businesses receive when using our services. We know that this is gonna be the next pillar of our work in trust and safety. We're standing up a very big effort to improve it.

Just like the work on, content moderation and integrity, we have a multi-year roadmap. It's gonna take a while to, really get to the state that we wanna be in. I have confidence in the team, that we will get there. This is certainly going to be a big focus over the next several years.

Jennifer Newstead
General Counsel, Facebook, Inc.

Thank you, Mark. That concludes our Q&A session. Thanks for attending Facebook's annual meeting of shareholders, everyone. We'll see you next year.