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Insider Shares at Tech Companies Present Governance Risk to Investors and the Market

Meta's infinity logo on a sign at the entrance to its headquarters

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.

  Official vote for: Independent vote for:
Governance    
Annual Say on Pay vote 27.1% 87.3%
End dual-class shares – one share, one vote 26.5% 85.2%
Report vote results by share class 20.1% 64.1%

Environmental, Social, Governance (ESG)
   
AI data usage oversight 10.2% 32.9%
Climate change commitment report 6.6% 22.3%
Online antisemitism report 6.6% 21.3%
AI data protection report 6.6% 21.3%
Human rights report     4.2% 13.16%
Executive compensation ESG pay links 
    (child safety)
3.4% 11.1%
H-18 visa – America First Jobs 
    (filed by anti-ESG proponants)
0.2% 0.7%

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.

 


Adrian Dominicans Find Inspiration at 50th Anniversary of Women’s Ordination Conference

six women stand in line in front of an ornate marble wall with engravings

July 13, 2026, Detroit – “My hope is that the Church will become ever more open to the voices, leadership, and gifts of women, and that it will continue to grow as a community marked by justice, compassion, inclusion, and fidelity to the Gospel. I hope we will courageously follow where the Spirit is leading us for the good of the whole Church.”

Those are the words of Sister Janice Brown, OP, in response to her attendance at the 50th anniversary of the Women’s Ordination Conference (WOC). Held at the Marygrove Conservancy in Detroit over the Memorial Day weekend, the anniversary event continued the exploration of women’s roles in the Catholic Church begun in the original conference, held in Detroit in 1975.

Sister Janice attended the anniversary event with Adrian Dominican Associate Carol Hofer and Adrian Dominican Sisters Janet Stankowski, OP, Cheryl Liske, OP, Judy Friedel, OP, and Durstyne Farnan, OP. The conference included keynote addresses, workshops, and lively liturgies, including the closing Pentecost Mass.

Sister Janice noted that Adrian Dominican Sisters were among about 1,000 participants who, encouraged by the changes that the Second Vatican Council brought to the Catholic Church, came to Detroit for the first Women’s Ordination Conference. “I believe it is important for the wholeness of who we are as people created in God’s image to continue this conversation,” she said. “I wanted to be part of discerning authentic responses to the Spirit, who continually guides the Church toward greater truth, justice, and inclusion.”

Carol, who attended the first conference – but in the overflow room because the number of participants exceeded expectations – said the recent conference “was special, but a source of grieving to come together once again half a century later … with a bit of progress seen in some Church policies but with the same tired responses given to block women from ordination, even after careful research shows the prohibition does not make sense.”

Carol attended some presentations that focused on women in the Bible who served in higher capacities as deacons in the Church. “The Church later decided who would work in this capacity, but the very early Church shows evidence of women as leaders, as priests.”

Sister Cheryl, who has been active in the Discerning Deacons organization, says the call to ordain women to the diaconate is related to the WOC movement. She noted the difference between transitional deacons – men who become deacons as part of their formation to become priests – and men, sometimes married, who are ordained as permanent deacons. Both the WOC and Discerning Deacons “are raising up in their own way how silly it is to purposely bar women from active ministry when we know that women are already called.” 

Sister Durstyne was impressed by two speakers, Natalia Imperatori-Lee, Associate Professor of Systemic Theology at Fordham University, and Teresa Delgado, Professor of Theology and Religious Studies at St. John’s University in New York. “They are both women of color, the only women I know of who can say some of the things they said,” especially about colonization and its effect of excluding women of color in conversation and decision-making, Sister Durstyne said.

Noting that Dr. Delgado had said she felt called to be a priest since she was 6 years old, Sister Durstyne encouraged women religious to stay open to the possibility of women’s ordination. “We have experienced the call to religious life,” she said. “We need to honor in some way the women who feel called to be ordained a priest.”

Although some participants felt a degree of sadness that women are still not allowed to be ordained, they also were inspired by their experience of the anniversary event. “Meeting women and men from diverse backgrounds who share a love for the Church was inspiring,” Sister Janice said. “I appreciated hearing personal stories, engaging in thoughtful dialogue, and experienced a sense of community rooted in hope and faith.”

Sister Janice also left the conference feeling even more strengthened in her conviction that “women have much to offer the Church in ordained ministry. [The conference] reinforced my belief that this conversation is not only about roles, but about recognizing and affirming the gifts God has given to all people.” She added that, while change in the Church often comes slowly, “I was encouraged by the commitment, wisdom, and faithfulness of those who continue to engage in this issue with love for the Church and trust in the Spirit.”

Sister Cheryl added: “Hope isn’t a prediction. It’s something that keeps us alive. As Dominicans, we’re called to preach and serve, and that’s what the ministry of the Church should be.”
 

Caption for above feature photo: Participants in the 50th anniversary Women’s Ordination Conference are, from left: Sisters Janet Stankowski, OP, Janice Brown, OP, Judy Friedel, OP, and Durstyne Farnan, OP; Associate Carol Hofer; and Sister Cheryl Liske, OP.


 

 

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