What's Happening

By Mary Minette, Senior Director of Shareholder Advocacy,
Mercy Investment Services

Voting results at this year’s Meta annual meeting are an example of a troubling governance trend among publicly traded technology companies. In 2026, investors filed 10 shareholder proposals at the company, the parent of social media platforms Facebook and Instagram, on topics ranging from the human rights implications of its use of artificial intelligence to the risk to its climate goals presented by the energy used to support the company’s massive data centers.

The company’s dual-class share structure gives the shares held by founder Mark Zuckerberg 10 votes per share while the shares held by other investors have only a single vote; as a result, although Zuckerberg owns only 14 percent of the company, he holds nearly 60 percent of voting rights. Due to this share structure, a majority vote on a shareholder proposal is impossible unless Zuckerberg agrees to vote yes.

As a result of this unequal power structure, none of the proposals presented in this year’s proxy statement passed. However, if you remove the “founder” shares held by Zuckerberg from the mix, several of them received a sizeable majority of the independent share votes, as shown in the table below.

Source: Michael Passof, Proxy Impact

All three of the governance-related proposals on the proxy, which requested that the company hold an annual “say on pay” vote for its highest paid employees, report voting results by share class (as in the chart above), and most importantly, end the dual class share structure that resulted in these inequitable results, received majority votes from the independent shareholders in Meta, but Zuckerberg’s voting power was able to defeat them all.  A proposal that was co-filed by the Portfolio Advisory Board, asking the company to explain how it will meet its climate change targets given the growing energy demand from its use of artificial intelligence and planned data center development, received only 6.9 percent of the vote overall, but a much more robust 22.3 percent of the vote from independent shares. This indicates that independent shareholders are interested in learning more about the company’s commitment to its climate change goals.

The Council of Institutional Investors calls the concept of “one share, one vote” a bedrock principle of corporate governance, and one that ensures that boards of directors have a clear picture of the concerns of their independent shareholders.  Allowing founders of companies to continue to control indefinitely the vote at some of the largest public companies risks entrenched thinking among management and that boards will miss opportunities to make needed changes in strategy.

Despite the risks presented by allowing a founder to continue to control a majority of votes indefinitely, the number of companies with such “dual class” share structures has grown in recent years. The most prominent current example may be the newly public SpaceX, which gives founder Elon Musk 80 percent of the voting rights although he and other entities that he controls own only about 40 percent of shares in the company.

Investors and investor organizations such as the Interfaith Center on Corporate Responsibility have spoken out about the risks of dual class share structures to long-term good governance and will continue to push companies to reconsider these structures to ensure that all shareholders have an equal voice in the companies they own.

April 7, 2017, Adrian, Michigan – Shareholders in public corporations have a unique privilege, opportunity, and responsibility: to use their proxy ballots to shape the values and decisions of those corporations.

That was the message of Adrian Dominican Sister Corinne Florek, OP, Executive Director of the Religious Communities Investment Fund, in a live-streamed April 3 talk, “How One Checkmark Can Influence Corporate Policy.” Her address was given in the auditorium of Weber Retreat and Conference Center on the Motherhouse campus of the Adrian Dominican Sisters.

She noted the strong economic influence that corporations carry: of the 150 largest economic entities, she said, 87 are corporations. Some 91 million U.S. adults own some stock, she noted, adding that most throw away or recycle their proxy votes rather than voicing their values. 

“If you own shares, you have a voice – and I’m here today to ask you to use your influence to improve corporate decision-making and creating change in the issues you care about,” Sister Corinne said. “After all, investments are your money and should be working for you.”

Sister Corinne encouraged individual shareholders to consider the values they support and the industries they would like to avoid supporting, and to ask their financial advisers to craft a portfolio that reflects these choices. Then, as individual investors, they have the right to guide the corporation’s decisions through their proxy vote.

“Proxy is just another name for a ballot that contains resolutions that are up for a vote,” Sister Corrine explained, adding that proxies also include a slate of candidates running to serve on the corporation’s Board of Directors. Resolutions can deal with issues such as environmental impacts and disclosure of the corporation’s lobbying expenses and treatment of workers. 

If shareholder resolutions receive support of 3 percent of the proxy voters, the corporation will remain in dialogue about those issues. “The proxy voting is the incentive for the corporation to stay in the dialogue,” Sister Corinne explained. When shareholders don’t vote at all, their votes are considered to be in favor of the view of the corporation’s management rather than of shareholders who are trying to make changes, she added. 

Using proxy voting to help bring more justice into the economy is not a new practice. Sister Corinne noted that the Adrian Dominican Sisters have been involved in economic justice through corporate responsibility for more than 40 years through the Congregation’s Portfolio Advisory Board (PAB). The Congregation is also working with hundreds of other faith-based organizations, members of the Interfaith Center on Corporate Responsibility (ICCR), to ensure that the corporate world reflects values of justice, care for the environment, and concern for workers and low-income people. 

Panelists included Sisters Thérèse Haggerty, OP; Joan Marconi, OP; and Frances Lombaer, OP.

A panel of Adrian Dominican Sisters spoke on their own experience of voting proxies for the Congregation. Sisters Frances Lombaer, OP, Joan Marconi, OP, and Thérèse Haggerty, OP, encouraged listeners to vote their proxies, noting that the process becomes easier with practice. “We do proxy voting because we want to support the choices that the Congregation makes through the PAB, our Portfolio Advisory Board, Sister Thérèse said. “These choices are in line with our vision statements.”

Sister Corinne concluded her talk by giving investors some ideas on how they can both diversify their portfolio and make a difference in the world.

• Invest in high impact community development organizations that work with low-income people and communities. “This isn’t high-risk investing,” Sister Corinne said. “This is investing for high impact, which means that it’s in low-wealth, low-income, low-asset communities, to help them, to empower them” to find security, livelihoods, jobs, housing and access to credit. She added that, over 40 years of investing, the Congregation has only lost less than 1 percent of its investment. 
  
  
• Invest in credit unions. Sister Corinne suggested taking at least some funds or assets – such as CDs or your savings account – and placing them in credit unions. “Nobody’s making a profit off these financial institutions,” she explained. “All the profits go back to making loans to the members.” Credit unions serve populations such as low-income borrowers, people of color, women, distressed areas, and rural areas – areas that big banks don’t always serve, she said. 

“Please join us in this effort to create more justice in our economy,” Sister Corinne concluded.

To watch her presentation, click here.