Good day, and welcome to Meta's 2026 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 Katherine Kelly, Vice President and Corporate Secretary. Please go ahead.
Good morning, everyone. I'm Katherine Kelly, Meta's Corporate Secretary. Together with Mark Zuckerberg and the rest of Meta's Board of Directors, I want to welcome you to our 2026 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 in 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, and our Lead Independent Director, Ambassador Robert Kimmitt. I would like to acknowledge that Hock Tan and Tracey Travis have retired from the board today. We thank them for their dedicated service to the company and our shareholders. We have a number of senior executives present who will participate in the Q&A, including C.J. Mahoney, 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 Munerlyn 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 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 1st, 2026. 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 12 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 in the meeting portal. 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 27th, 2026, 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 12 to 20. All 12 directors will serve a one-year term expiring at our 2027 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 & Risk Oversight Committee, has appointed Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31st, 2026, and is seeking ratification by the shareholders. The board of directors recommends a vote for this proposal as described on page 38 of 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 3, Paul Chesser will be speaking on behalf of the National Legal and Policy Center. Operator, please play Mr. Chesser's recorded statement.
I'm Paul Chesser of National Legal and Policy Center. Proposal Three asks Meta to do one thing: to publish an annual report that tells us what management knows about the legal, financial, regulatory, and public welfare risks of how Meta sources and uses external data to fuel its artificial intelligence products. The company's guided 2026 capital expenditures of $115 billion-$135 billion, nearly double last year, with much of it pointed at AI infrastructure. The company's AI strategy is built on the data inside its social media empire. Hundreds of billions of publicly shared images, tens of billions of public videos, and increasingly, the relationships and context inside users' personal lives. Last month, Meta Superintelligence Labs released Muse Spark and marketed it as personal superintelligence.
Shareholders should ask a basic question: What does the Board know about the risks attached to that strategy, and what is it doing about them? Meta's track record on user data is not reassuring. A record EUR 1.2 billion fine for illegally transferring user data out of Europe and a $725 million settlement in the Cambridge Analytica litigation. A privacy policy rewritten so that users' images, videos, and text can be pulled into AI training without their explicit opt-in consent. In March of this year, there were two jury verdicts in three days, $375 million in New Mexico, plus a California verdict finding Meta and Google negligent in their design of products harmful to minors. The Board recommends voting against this proposal, claiming existing privacy practices, disclosures, and committee oversight are sufficient. The Board's own opposition statement undermines that claim.
Meta admits that private chat content can be used to train its AI when, quote, "The user or someone in the chat chooses to share those messages." End quote. That is a structural consent loophole. One participant's choice sweeps every other participant's words, photos, and context into Meta's training pipelines without their individual consent. If Meta's existing disclosures actually captured that risk, the board wouldn't have to explain it away in the proxy statement, but a proper risk report would. Proposal three does not ask Meta to slow down its AI investment. It asks management to be candid with the people whose capital is funding it. I urge shareholders to vote for proposal three. Thank you.
Thank you. The board's position can be found on page 69 of the proxy statement. For proposal four, John Chevedden will be presenting his proposal. Operator, please open Mr. Chevedden's line.
Hello, this is John Chevedden. Proposal 4, annual shareholder vote regarding Meta executive pay. This is the shortest proposal on the Meta ballot today. Shareholders ask Meta to initiate an annual vote on Meta executive pay, which is called Say on Pay. This calls for the same vote on executive pay that was on the 2025 Meta annual meeting ballot to be on each annual meeting ballot. Unfortunately, the next Meta shareholder vote on executive pay will not be until 2028. This proposal would simply bring Meta up to the standard being adopted by the vast majority of companies. Without annual Say on Pay vote, Meta can play games with its shareholders and give excessive pay to its executives during the years that shareholders have no say on executive pay. This is one of 3 proposals today to improve the corporate governance of Meta.
Good corporate governance is closely linked to Meta's financial performance. The other good governance proposals are proposal 5, give each shareholder an equal vote, proposal 6, disclose Meta voting results by share class. Please start this meeting right by voting for an annual shareholder vote regarding Meta executive pay, proposal 4.
Thank you. The board's position can be found on pages 70 to 71 of the proxy statement. For proposal five, Tammy Rodriguez will be speaking on behalf of NorthStar Asset Management, Inc., funded pension plan. Operator, please play Ms. Rodriguez's recorded statement.
My name is Tammy Rodriguez, and I am the mother of Selena Rodriguez, forever 11. On behalf of NorthStar Asset Management, I'm presenting resolution number five, a request that Meta's Board take steps to adopt a recapitalization plan for all outstanding stock to have one vote per share. My daughter, Selena, was 11 years old when she died. For more than two years, she struggled with an Instagram addiction that's so severe that she would become physically violent when her phone was taken away. Through Instagram's dangerously defective design, Selena was contacted by pedophiles and groomed to send pornographic videos to adult predators. She was abused on Instagram by bullies who encouraged her to kill herself before filming and posting her suicide on social media. When Selena died, a light went out that we can never replace.
Selena was a champion of the underdog, a caring friend, beloved by her family and her community. Once she became addicted to social media, she went from being the loudest, brightest voice to withdrawn and easily upset. Selena is one of many kids who were harmed by Meta's products, and recent litigation makes it clear the company knew. In March 2026, jurors in Los Angeles and New Mexico found Meta guilty of making false and misleading statements while knowingly engaging in practices that exploited children's vulnerabilities. Meta's own internal documents shown at trial revealed that Mark Zuckerberg and other Meta executives knew their platforms were harming young children, yet they chose to ignore the warnings. One internal message from Meta researchers read, "Instagram is a drug.
We're basically pushers." While Meta claims that the current unequal voting structure allows it to focus on long-term success, the recent litigation could open the floodgates to thousands of similar lawsuits. Public disclosures, litigation records, and sworn testimony show a pattern. Material risks were surfaced internally and then allowed to escalate into lawsuits, regulatory scrutiny, and lasting reputational damage. My daughter's story is not unique. Across this country, thousands of families, maybe even yours, are living with consequences that Meta's own researchers predicted and executives ignored. I urge you to vote for proxy item number five, a recapitalization plan for all outstanding stock to have one vote per share. Thank you.
Ladies and gentlemen, please stand by. There seem to be some technical difficulties. Thank you.
We're going to try that one more time. If you are speaking, we cannot hear you. Operator, can you please open Marissa Martinez's line? Okay.
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Good morning.
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Sorry about that. Okay, let's start again. Good morning. My name is Marissa Martinez. I work for the Office of the Illinois State Treasurer, which serves as trustee of the Bright Directions College Savings Program, a long-term investor in the company. I am presenting Proposal 6, a proposal that asks the company to disaggregate voting results by share class. This proposal represents a simple and reasonable call for enhanced transparency, which we believe will serve the shared financial interests of the company and its shareholders. Providing disaggregated voting results does not alter the company's capital structure, voting rights, or governance framework. Proposal 6 simply asks Meta to disclose voting results by share class. Such disclosure is warranted because Meta maintains a dual class stock structure with disparate voting rights. Class A common stock carries 1 vote per share, while Class B common stock carries 10 votes per share.
Based on information disclosed in the 2025 proxy statement, Founder, Chairman, and CEO, Mark Zuckerberg, owns approximately 99.8% of the outstanding Class B shares. Due to the 10-to-one voting ratio, Mr. Zuckerberg controls approximately 61% of total voting power, despite the ability to vote on behalf of only about 14% of the company's total economic ownership. This imbalance between economic ownership and voting power underscores the importance of ensuring that all shareholders, particularly Class A shareholders, receive clear information on how each class voted on fundamental governance decisions. Class-level reporting would enable investors to clearly understand how holders of different share classes vote on critical company decisions, including board elections, executive compensation, and shareholder proposals. This is important as there appears to be persistent misalignment between Class A and Class B shareholders on key governance matters.
Based on our analysis of votes from the company's 2024 and 2025 annual meetings, there were multiple shareholder proposals that were estimated to have received majority support amongst Class A shareholders, including proposals to disclose voting results by share class, phase out the dual Class stock structure, publish a child safety impact report, and publish a report on generative AI misinformation risk. Yet these proposals failed overall, illustrating how the concentrated voting power of Class B shares can outweigh broad investor support, and why class level disclosure is essential for accurately capturing shareholder sentiment. We are not aware of any technical or operational barriers that would prevent the company from disaggregating voting results by share class. Other issuers provide this information, and the proposal does not request implementation until after the 2027 annual meeting.
There is growing recognition amongst investment professionals and corporate governance experts, including the Council of Institutional Investors, that dual class companies should provide class-level reporting. For these reasons, we urge you to vote for proposal 6. Thank you.
Thank you. The board's position can be found on page 74 of the proxy statement. For proposal seven, Fatine Al-Rwan will be speaking on behalf of Azzad Asset Management, Inc. Operator, please play Ms. Al-Rwan's recorded statement
Proposal seven, human rights due diligence in conflict zones. Member of the board, executives, and shareholders, my name is Fatine Al-Rwan. I'm a Palestinian journalist with decades of war reporting experience, and I do not just read about Meta's policies, I survive them. I'm here on behalf of Azzad Asset Management to present proposal seven, demanding an independent public report on Meta's human rights due diligence in conflict zones. In high-risk areas like Myanmar, Tigray, and Gaza, Meta's moderation isn't just fluid, it is fatal. It actively erases the truth. I have my content deleted, my live stream cut, and my account suspended simply for documenting Palestinian realities and human rights abuses. When you silence a journalist in a war zone, you aren't just violating terms of service, you are assassinating press freedom and blinding the world. The double standard is staggering.
While Meta systematically suffocates the voices of Palestinian journalists, documented reports from 7amleh prove your platform continue to amplify hate speech and protect accounts tied to violent settlers and extremists. This is no longer a moderation glitch. It is systematic human rights failure. Every time you suppress a witness while amplifying a threat, Meta becomes complicit in the violence. Silence is a business choice, and right now it is costing lives. For the safety of journalists, for the integrity of the company, and for the sake of human rights, I urge you to vote yes on proposal seven. Hold this company accountable before the next crisis. Thank you.
Thank you. The board's position can be found on pages 76 to 77 of the proxy statement. For proposal eight, Dani Nurik will be speaking on behalf of JLens for the proponent. Operator, please play Ms. Nurik's recorded statement.
My name is Dani Nurik. I'm the director of advocacy at JLens, a Jewish investor network and affiliate of the Anti-Defamation League. I'm here to present proposal eight, which asks Meta to publish a report assessing the effectiveness of its policies and practices in addressing antisemitism and other forms of hate on its platforms. Last year, we submitted a similar proposal, which more than 46% of votes cast by independent shareholders supported. Meta has failed to take adequate action to combat the proliferation of hateful rhetoric on its platforms, in our view, we are back this year with another proposal. After Meta's 2025 decision to dismantle its third-party fact-checking program, ADL researchers have documented what they have seen on the platform.
As of April 15th, 2026, on Instagram, 105 accounts affiliated with the white supremacist Groyper network, with over 1.4 million combined followers, regularly post Holocaust denial, antisemitic conspiracy theories, and pro-Hitler content, some of it from Nick Fuentes, despite the fact that he's been banned. Accounts linked to designated foreign terrorist organizations, including ISIS and Al Qaeda, retained over 340,000 followers. When this content was reported, Instagram removed only 7% of it. Meta's own oversight board has raised serious concerns and called on the company to assess the human rights impacts of its policy changes. Shareholders should recognize the business risk. Core to Meta's business is advertising. In 2025, ads brought in roughly $200 billion, about 97% of total revenue, according to Meta's financial statements. That concentration means content governance failures could hit revenue from two sides at once.
On the demand side, if harmful content rises, advertisers may cut spend, tighten placement rules, or push for lower prices, and we believe Meta's recent policy rollback heightens that exposure. On the supply side, Meta monetizes attention. If user trust erodes, engagement could decline, shrinking the inventory Meta sells and weakening the pricing power behind it. These are risks to the core of how Meta makes money. Meta operates at a scale no institution in history has ever managed. Three billion users, billions of posts a day in more than 100 languages. Moderating that volume of speech is genuinely hard, and no reasonable shareholder expects perfection. Difficulty is not a defense against accountability. Rabbi Tarfon, a first-century Jewish sage, offers timeless advice in the ethics of the fathers. It is not your responsibility to finish the work, but neither are you free to desist from it.
No one expects Meta to finish the work of eliminating online hate. Meta is not free to desist. Shareholders are not free to look away. Proposal 8 asks for one basic measure of accountability, a report telling shareholders whether Meta's safeguards against antisemitism and other forms of hate are actually working. We urge shareholders to vote for proposal 8. Thank you.
Thank you. We also received a shareholder question from JT about the board's recommendation against this proposal. The board's position, including a description of the company's efforts to combat antisemitism and other forms of hateful conduct on our services, can be found on pages 78 to 79 of the proxy statement. For proposal nine, Katie Carter will be speaking on behalf of As You Sow for the proponent and the co-filers. Operator, please play Ms. Carter's recorded statement.
Fellow shareholders and members of the board, my name is Katie Carter, and I hereby move proposal nine as a representative of and on behalf of lead filers, Presbyterian Church (U.S.A.) and As You Sow, long-term shareholders of Meta.
Proposal nine asks Meta to issue a report explaining how it will meet its climate change-related commitments on greenhouse gas emissions, given the growing energy demand from its artificial intelligence and planned data centers. The technology sector is an increasingly significant source of greenhouse gas emissions as a result of AI and data centers. Despite the promise of AI to unlock efficiencies and unparalleled innovation, AI data centers are highly energy intensive, placing significant strain on the power grid and challenging the progress of the clean energy transition. U.S. utilities are responding to Meta's unprecedented power demand for its data centers by backtracking on climate commitments, expanding fossil fuel infrastructure, and delaying coal plant closures. Meta, too, is building its own on-site methane gas plants.
As a result, Meta's data centers are becoming increasingly reliant on high carbon power, driving higher emissions and exposing the company to growing climate and regulatory risk. Already, Meta's direct emissions from its data center energy use have risen 223% since 2019. Although Meta is working to add renewable capacity to the power grid, its data center energy consumption is outpacing these efforts, and investors are concerned that this trend is jeopardizing the company's climate commitments, including a fast-approaching 2030 net zero goal. Meta's rising greenhouse gas emissions also represent portfolio-level risks for long-term investors. Climate change poses catastrophic threats to the greater economy and, over time, investor portfolio performance. At the local level, these data centers require so much power that they can impact the energy cost and reliability of local neighborhoods connected to the same grids. This creates equitability and affordability issues on top of climate risk.
Investors are particularly concerned that community pushback and increased data center regulations will limit Meta's social license to operate. Although Meta discloses certain sustainability initiatives related to its data centers, investors still lack a clear understanding of how these efforts add up to a credible net zero pathway. Importantly, investors seek growing opportunities to power data center expansion without locking in new fossil fuel dependence. Advances in clean energy, storage, grid modernization, and flexible load management offer pathways to support AI growth while maintaining progress toward climate goals. These approaches can also reduce exposure to fuel price volatility and avoid the long-term costs associated with fossil fuel infrastructure. Given Meta's rising emissions profile and increasing operational and reputational risks, investors are seeking a forward-looking roadmap that explains how the company plans to expand its data center footprint while credibly maintaining its climate commitments.
We therefore urge shareholders to vote for this proposal. Thank you.
Thank you. The board's position can be found on pages 80 to 81 of the proxy statement. For proposal 10, Kelly Stonelake will be speaking on behalf of Proxy Impact for the proponents and the co-filers. Operator, please open Ms. Stonelake's line.
My name is Kelly Stonelake. I am a former Meta director who worked at the company for nearly 15 years. I am speaking this morning at the request of the shareholders who filed Proposal 10, Proxy Impact, on behalf of Dr. Lisette Cooper, and co-filed by faith-based and institutional investors with a combined $800 million in Meta stock. The proposal asks for a report assessing the feasibility of integrating child safety improvements into Meta's senior executive compensation program. Meta's board calls this unnecessary, citing child protection as a company priority. Executive compensation is tied to the stock price, which largely reflects growth in revenue without any child safety performance condition, and it's not working. In March, a New Mexico jury found Meta liable for enabling child sexual exploitation.
Meta was ordered to pay $375 million in penalties. The state is now seeking billions more for an abatement plan and platform changes. The next day, a Los Angeles jury found Meta negligent in a bellwether youth social media harm case. In April, the EU Digital Services Act announced preliminary child safety findings against Meta that, if confirmed, carry fines up to $12 billion. At least 15 countries are advancing social media restrictions for minors as Meta faces thousands of pending child safety lawsuits from attorneys general, school districts, and grieving families like Tammy Rodriguez, who we heard from earlier. Meta's insurers are not obligated to defend claims like these because they're based on Meta's intentional business decisions, not accidents.
These decisions to increase engagement and revenue often bolster the stock price but lack transparent accountability for the consequences of the same choices, like physical and psychological harm to kids, including sextortion, grooming, suicide, human trafficking, cyberbullying, and addictive endless scroll. Other industries recognize that when their core business creates safety risks, executive compensation must reflect proportional responsibility. Former Oculus researchers testified that Meta's legal team altered or omitted findings about children exposed to grooming or sexual misconduct and halted projects that could create legal risk. Executives must be incentivized to prevent child safety failures, not just manage Meta's exposure to them. Meta's board said the company does this through products like Teen Accounts, but independent testing found that only eight of the 47 tested youth safety features worked as described. Executives must be measured against whether child safety systems actually work, not whether Meta can manage the optics.
To Meta's majority shareholder and my former boss, Mark Zuckerberg, if you don't want 50 states.
Dozens of countries and thousands of lawsuits threatening business sustainability and dictating child safety requirements. Explore a compensation structure that would incentivize your leaders to solve the problem first. Thank you.
Thank you. The board's position can be found on pages 82 to 83 of the proxy statement. For Proposal 11, Lydia Kuykendal will be speaking on behalf of Mercy Investment Services, Inc., and the co-filers. Operator, please play Ms. Kuykendal's recorded statement.
Good morning. My name is Lydia Kuykendal, and I am here on behalf of Mercy Investment Services and co-filers to present Proposal 11 to urge the board of directors to oversee a data protection impact assessment. On October 1st, 2025, Meta announced that beginning December 16th, it would start, quote, "improving your recommendations on our apps with AI at Meta." end quote. This means that the company will harvest data from users' daily conversational interactions with Meta's AI products, like AI chatbot, to further monetize their data. These interactions can be uniquely revealing, capturing intimate details of users' personal lives, relationships, health, and beliefs. While a user may be able to manage their ad preferences and feeds on Meta's platforms, this does not prevent Meta from harvesting users' data. The company has provided no way for a user to fully opt out of this surveillance technology.
This is perhaps the most salient issue Meta is facing today. 97% of Meta's $36.5 billion 2024 Q1 revenue came from ads. 2025 saw Meta spend nearly unprecedented amounts on its generative AI products. If this evolution of technology is not done sustainably, the company risks not only legal and regulatory consequences, but severely damaging the core of its business. We are seeing these consequences play out in real time. In March of this year, for the first time ever, a jury has found that social media apps should be treated as defective products for being engineered to exploit the developing brain of kids and teenagers. Expressly engineering a chatbot without an opt-out feature for data training is increasing the risk that these kinds of judgments will become more frequent and costly.
While we are glad to see the very recent news that the company is rolling out an incognito mode for its WhatsApp chatbot, we don't see any indication that move will be made for Meta's other platforms or the standalone app. Meta's other recent announcement that it will track employee activity on work devices using a tool that records keystrokes, mouse movements, and screen content to train AI models only heightens our concern. All reports indicate that employees cannot opt out of this technology. An assessment that discloses information about how the company is ensuring users have control over their own data would mitigate reputational, financial, and legal risk from Meta's generative AI offerings. For these reasons, we urge you to vote for Proposal 11. Thank you.
Thank you. The board's position can be found on pages 84 to 85 of the proxy statement. Lastly, for Proposal 12, Steven Milloy will be speaking on behalf of the National Center for Public Policy Research. Operator, please play Mr. Milloy's recorded statement.
Good morning, fellow shareholders. My name is Steven Milloy, and I am the Executive Director of the Free Enterprise Project of the National Center for Public Policy Research. I'm asking you to vote yes on proposal number 12 for a report on anti-American discrimination through abuse of the H-1B visa program. Meta and other big tech companies have repeatedly claimed there is a desperate shortage of skilled American workers. They insist H-1B visas are the only way to get the best and the brightest. The numbers say otherwise. The program is not about filling genuine gaps. It is a mechanism for employers to obtain cheap, immobile labor that undercuts U.S. workers and distorts the labor market. In reality, there is no shortage of tech workers. Most H-1B hires perform routine tasks that qualified Americans can and do handle.
Data consistently show that the average quality of H-1B workers, measured by patents, publications, and other objective indicators, is lower than that of comparable U.S. citizens and permanent residents. Many of these workers are international students trained right here in American graduate programs. They compete directly with their U.S. classmates for the same entry level and mid-level jobs. The real attraction is cost. Savings come from paying H-1Bs below the market rate for comparable Americans. In 2023, the average salary for new H-1B workers in the tech industry was about $99,000. That is 25% below the median salary of $132,000. The next kind of savings are even more insidious. Employers simply replace experienced older and skilled Americans with younger, cheaper H-1B workers. This illegal age discrimination has driven many mid-career U.S. engineers out of the industry. Ironically, even the H-1B holders lose.
Because their legal status is tied to a single employer, they function as de facto indentured servants with little bargaining power. The result of H-1B abuse is lower wage growth, fewer incentives for Americans to pursue STEM careers, and a tech sector that arrogantly treats domestic talent as optional. We do not need more H-1Bs. We need drastic reform, much tighter caps, genuine recruitment of American workers, and an end to the indentured servant reality. Only then can the program serve its original narrow purpose versus serving as a subsidy for employers at the expense of American workers. Let's make America great again by paying Americans market wages rather than foreigners working on the cheap just to stay in America. Capitalism is great. We are big champions of it.
When capitalism becomes a race to the bottom, it becomes penny wise and pound foolish. Fellow shareholders, our company has had more than its share of bad publicity. Let's begin repairing that by taking the industry lead in hiring American. Vote yes on proposal number 12. Thank you.
Thank you. The board's position can be found on pages 86 to 87 of the proxy statement. The polls will close shortly. If you intend to vote and haven't yet done so, please do so now by casting your vote through the meeting portal by using the Vote Here button. We will have a 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 for the items presented at the meeting. For the record, I note that it is May 27, 2026, and the time is now 10:38 A.M. Pacific Time. While we wait for the votes 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 10-Q, filed with the Securities and Exchange Commission on April 30, 2026. 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, except as required by law. 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 received a for vote of at least 82%. For proposal 2 on the ratification of the independent auditor, over 99% of the vote was in favor and less than 1% was against. For proposal 3, on a report on AI data usage oversight, approximately 10% of the vote was in favor and 90% was against. For proposal 4, on an annual vote regarding executive pay, approximately 27% of the vote was in favor and 73% was against. For proposal 5, on dual class capital structure, approximately 26% of the vote was in favor and 74% was against.
For proposal 6, on disclosure of voting results by share class, approximately 20% of the vote was in favor and 80% was against. For proposal 7, on a report on human rights due diligence, approximately 4% of the vote was in favor and 96% was against. For proposal 8, on a report on addressing antisemitism and hate in online platforms, approximately 7% of the vote was in favor and 93% was against. For proposal 9, on a report on climate change-related commitments, approximately 7% of the vote was in favor and 93% was against. For proposal 10, on a report on integrating child safety improvements into the executive compensation program, approximately 3% of the vote was in favor and 97% was against. For proposal 11, on a data protection impact assessment on generative AI chatbots, approximately 7% of the vote was in favor and 93% was against.
Lastly, for proposal 12 on a report on risks of anti-American discrimination from H-1B visa program use, less than 1% of the vote was in favor and 99% 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.
All right. Thanks, Kate. Thanks everyone for joining. More than 3.5 billion people now use at least one of our apps each day. Our business is delivering strong results, and I believe that we're building the foundation for what will be the most valuable products that we've ever created. Since our last meeting a year ago, we've made significant progress across the company. Daily and monthly actives on Instagram and Facebook are growing, and video is driving all-time high engagement across both apps. WhatsApp continues to see strong momentum, including in the U.S. Threads continues on its trajectory to become the leading app in its category.
As we reported on our last earnings call, our financial position is enabling us to pursue our ambitious long-term vision. The most important thing that's happened since we last met is the launch of Meta Superintelligence Labs and our first model from that lab, Muse Spark. Spark has already made Meta AI a world-class assistant. We've seen large increases in Meta AI usage since the release, and the Meta AI app has consistently been near the top of the app stores. We are already training even more advanced models. Today, I want to talk about where we're headed. This is the most exciting moment that I've seen in our industry in 20 years of running this company. The way I see it, the opportunity ahead of us breaks down into four major areas: improving our core apps and advertising with AI, personal agents, business agents, and AI hardware.
The first opportunity is using AI to improve our core apps and advertising. Right now, our apps primarily help people with three goals: connecting with people, learning about the world, and entertainment. Our new AI models will let us understand people's goals in much more detail. For the first time in Meta's history, instead of just looking at statistical patterns of what types of people engage with what content, we're going to be able to develop a first principles understanding of what you care about and what each piece of content is actually about so we can show you more useful things. On the advertising side, AI is already making us better at targeting and creative generation, and that keeps improving.
The trend over the last few years seems clear that we're seeing increasing returns on our ability to improve engagement and value for advertisers. This gives us confidence in continuing to invest heavily. The second opportunity is personal AI agents. Since I first wrote about our vision for personal superintelligence last year, we've been focused on delivering agents to billions of people that can understand your goals and work day and night to help you achieve them. My view of AI is very different from many others in the industry. I hear a lot of people talk about how AI is going to replace people. I think that AI is actually going to amplify people's ability to do what they want, whether that's to improve their health, their learning, their relationships, or their personal and career goals. People will be more important in the future, not less.
As people inevitably want to get more out of these agents, there will be an opportunity to charge for premium or high compute versions. The third opportunity is business agents. We're building agents focused on helping entrepreneurs and businesses across the world grow, reach new customers, and serve existing customers better. As of April, weekly conversations with our business AIs had grown 10x since the start of the year. Whether someone uses our personal or business agents to achieve their goals, I believe that the future will see a massive increase in entrepreneurship, people creating things that they've always wanted to exist but previously didn't have the tools to bring into the world. Our business AIs are currently free for most businesses on our messaging apps, but as we make more progress, we expect that we will also work towards establishing a longer-term monetization model as well.
The fourth opportunity is AI hardware. Our AI glasses continue to perform well with the number of people using them on a daily basis tripling year-over-year. This is one of the fastest-growing categories of consumer electronics ever. We launched Ray-Ban Meta Optics this year, designed for all-day wear rather than primarily as sunglasses. We have exciting new partnerships coming later this year that should reach even more people. I'm excited to see the glasses evolve from answering questions to being a personal agent that's with you all day long, helping you remember things and achieve your goals. We also continue to be the biggest investor in the VR space as well, with experiences that are increasingly powered by AI. We're focused on making our VR business sustainable as we invest more in AI and glasses.
Now, everything that I've talked about today is built on top of our models and infrastructure. As I mentioned on our last earnings call, we are increasing our infrastructure investments this year to ensure that we have the compute needed to deliver on this vision. We're rolling out more than one gigawatt of our own custom silicon. One of our primary goals with Meta Compute is to lead the industry in building and operating infrastructure, and we expect that that will be a strategic advantage over time. As we do all of this, we continue to prioritize safety and security across all of our experiences, particularly when it comes to protecting teens. These are complex issues, but this remains a focus for us, and we will keep working with experts and working with parents. Overall, we are living through a historic technological transformation.
We are among the few companies positioned to shape the future, and we are on track to do that. I'm looking forward to delivering personal superintelligence to billions of people. I'm grateful for the hard work of our teams driving these advances and to all of you for being on this journey with us. Now I will turn it over to Kate as we kick off some questions.
Thanks, Mark. I’d now like to invite Susan Li, our Chief Financial Officer, and Joel Kaplan, our Chief Global Affairs Officer, to join Mark, CJ, and our independent directors to answer your questions. We want to thank those who have submitted questions in advance and during the meeting. We will start out with a set of questions that have been submitted in advance via the meeting portal. Our first question is from Brett Y. Question is for Mark Zuckerberg. Meta has spent a tremendous amount of money on CapEx infrastructure to build out AI. My question is, can you go into detail on how Meta will profit from AI? I applaud that AI has contributed to stimulating the core entities of Facebook, Instagram, WhatsApp, and Threads, but I’m curious about the other category. How does Meta profit when others use your AI besides just for advertising?
Mark, would you like to take this question?
Sure. I think I covered this a bit in the remarks just now. There are four main categories: improving the core products, personal agents, business agents, and AI hardware. As you note, AI is already making our core products better, so it's better ranking, better recommendations, better content understanding, and all that compounds across our services and makes them more engaging and makes the ads more effective. That's meaningful. Personal agents, we think that every person in the world is going to have an agent that helps them achieve their goals. There will be a free version of this that can be supported by commerce and ads over time. I also think that there will be a subscription version that is premium and that fits with the large amounts of compute that I think people are going to use for their agents.
For business agents, I think that this is going to be a way that businesses interact with their customers and sell a lot of things going forward. Just as with our ads business, businesses are willing to pay a portion of each sale in order to grow their revenue. I think that will be true with business agents, too. I think that that has the potential to be a very large business. On the AI hardware side, we're continuing to invest, especially in glasses. There's somewhere between one and a half and 2 billion people in the world who wear glasses. We continue to believe that all of those will become AI glasses over time, and that will become an important opportunity that there will be subscriptions around, as well as premium services for people to access more advanced technology and more compute.
Great. We received multiple questions on Reality Labs investment levels, with Nazley C. asking if we can give shareholders a specific financial condition, whether a revenue threshold, a user adoption milestone, or a defined timeline at which the Board would conclude this investment is not working and begin winding down or materially reducing Reality Labs spending. Mark, could you please take this question?
Happy to talk through this. The Reality Labs investment is central to the long-term strategy to build the next computing platform, and it's connected to the vision around personal agents and AI hardware that I just talked about. Most of the investment in Reality Labs now goes towards wearables, which includes our AI glasses. We've been happy with the traction of wearables. As I mentioned, the daily number of people using it, I think, has tripled year-over-year and continues to grow quickly, and we have an exciting product roadmap there. This dovetails very nicely with the work that we're doing on personal agents and we think is a big opportunity. Aside from wearables, we do continue to see opportunity with virtual reality and are excited about the roadmap there as well.
We're continuing to invest in supporting the VR ecosystem, but as we ramp up the investments on AI and wearables, we are focused on making the VR investment more sustainable and getting to profitability over the long term. We've narrowed some of our initiatives there to focus the roadmap on the most exciting ones. As Rody shared, we expect that our investment levels in Reality Labs this year will result in operating losses that are similar to 2025. Beyond 2026, we expect we will gradually reduce Reality Labs losses as we benefit from more mature supply chains, from scaling wearables and VR, and generate higher margin revenue lines, and also continue to operate more efficiently. This remains an important investment, but we're focused on ensuring that we're improving the investment profile from where it is today.
Thanks, Mark. We received a few questions on stock splits. This one is from Paul A. When are you going to consider a stock split? Stock is cutting out a lot of people that would love to own Meta. Susan, could you please take this one?
Sure. Thanks for the question. We don't presently have plans to initiate a stock split. I would note 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 share price is. I'd encourage people who are interested in that to contact their brokerage to see if they offer fractional investing and understand any limitations they may have with fractional shares relative to owning whole shares. Overall, we recognize the importance of maintaining share accessibility, and we will continue to monitor market conditions and investor feedback as part of our ongoing evaluation process.
Thank you, Susan. Here's a question from Nuno P., "Is there any plan to increase dividend payout to shareholders?" Susan, could you take this one too, please?
Sure. We remain very committed to returning capital to shareholders in the form of quarterly dividend payments, which were $1.3 billion in the first quarter of 2026. We will continually assess the appropriate dividend size over time, and we will make changes as appropriate, subject, of course, to Board approval. We don't have anything to share on our plans today.
Great. Thank you. Our next question comes from David D. asking: 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. Additionally, any given shares should not have any voting rights for a specified period of time. Peggy, can you please take this one?
Sure. Happy to. Consistent with our approach to executive and director compensation in previous years, we 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. We also believe equity compensation is an important component to attract and retain key talent in a highly competitive market. We benchmark against our peers with input from an independent compensation consultant. Our practice of issuing equity is consistent with the industry. Lastly, we do have a longstanding policy that board members and executives meet and maintain a minimum ownership threshold.
Thank you, Peggy. Our next question comes from Brett Y. asking, "Mark, with the large CapEx build-out of AI, would you consider building a cloud to compete with AWS, Azure, et cetera?" Mark, can you take this question please?
Sure. It's definitely on the table. I said this on one of our earnings calls last year, but almost every week there are different companies that come to us from outside, asking us to both stand up an API service or asking if we have compute that they could buy from us, at some premium to what we bought it at. We haven't done that yet because we think that we have a use for the compute, but obviously if we get to a point where we feel that we have overbuilt, then that is an option that we have, and that is partially what gives us confidence in investing in building this out.
Great. Thank you. Our next question comes from Jimmy S. "Will there be a buyback of shares? Freeze or lower the AI stuff. Slow down until progress is made and stop spending." Susan, can you please take this question?
Of course. We continue to evaluate repurchases versus other uses of cash, and as of March 31st, 2026, we had $25 billion remaining on our outstanding share repurchase authorization. However, as you may have seen, we didn't repurchase any shares in the first quarter of 2026 or the fourth quarter of 2025. Share repurchase levels will vary from time to time for a variety of reasons, including whether we believe that there are areas that have a greater near-term use for the capital, and right now we think the highest order priority for the company is investing our resources to position ourselves as a leader in AI.
Thank you, Susan. We received one question that's more of a comment from Isaac W. that I will read. "Thank you for the constructive and positive engagement with shareholders. We consider our engagement earlier this season an excellent example of effective investor-company dialogue and particularly appreciate the good faith sentiment you bring to the table. From Boyar Research." Thank you, Isaac. Our last question comes from Saeed S. "In recent periods, your infrastructure and operational costs have begun to scale faster than your revenue growth. At what specific revenue threshold or AI performance milestone does management expect to see a return to the significant operating leverage that historically defined Meta's business model?" Mark, would you please take this question?
Sure. All right. On this question, we don't manage the business to a specific target margin. Our focus from a profit standpoint is growing profit, consolidated operating profit over time. I think the way to think about this is in terms of the size of the opportunities in front of us. AI is going to transform how people interact with our products and I think increasingly all products and how businesses reach their customers and these are massive markets and opportunities that we are well-positioned in. We see this as a significant opportunity that merits investing in building out, even if it takes some time to get there. Our approach has always been to invest in building great products first, and then we get them to a point where people love using them and they're retentive.
Once we know that when we have someone using a product, that if someone loves using a product, they're going to keep wanting to use it. At that point, we focus on distributing them, having them more widely used, and then building out the monetization and business on top of it. Right now, we are at the phase where we're making the significant infrastructure investments to build the models that are going to power the experiences. The revenue obviously isn't fully coming in yet, although it is improving the core business, and that's an important part of what we're seeing. We're very optimistic about both the product roadmap and the monetization opportunities that we believe are quite clear once we get to that stage in this investment.
Thank you, Mark. That concludes the Q&A session. Thank you all for attending Meta's 2026 Annual Meeting of Shareholders. We appreciate your participation and value hearing directly from you. We'll see you next year.
The meeting has now concluded. Thank you for joining, and have a pleasant day.