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.