Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 28, 2025 Meta Platforms, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35551 20-1665019 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 1 Meta Way , Menlo Park , California 94025 (Address of principal executive offices and Zip Code) ( 650 ) 543-4800 (Registrant’s telephone number, including area code) N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))   Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol(s) Name of each exchange on which registered Class A Common Stock, $0.000006 par value META The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.07 Submission of Matters to a Vote of Security Holders. On May 28, 2025, Meta Platforms, Inc. (the "Company") held its annual meeting of shareholders via live audio webcast (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders voted on fourteen proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 17, 2025 (the "Proxy Statement"). At the beginning of the Annual Meeting, there were 1,769,720,699 shares of Class A common stock and 342,865,499 shares of Class B common stock present or represented by proxy at the Annual Meeting, which represented 92.61% of the combined voting power of the shares of Class A common stock and Class B common stock entitled to vote at the Annual Meeting (voting together as a single class), and which constituted a quorum for the transaction of business. Holders of the Company's Class A common stock were entitled to one vote for each share held as of the close of business on April 1, 2025 (the "Record Date"), and holders of the Company's Class B common stock were entitled to ten votes for each share held as of the Record Date. The shareholders of the Company voted on the following proposals at the Annual Meeting: 1. To elect the fifteen directors nominated by the Company's board of directors, all of whom are currently serving on the Company's board of directors, each to serve until the next annual meeting of shareholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal. 2. To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025. 3. To approve the Company's 2025 Equity Incentive Plan. 4. A non-binding advisory vote on the compensation program for the Company's named executive officers as disclosed in the Proxy Statement. 5. A non-binding advisory vote on whether a non-binding advisory vote on the compensation program for the Company's named executive officers should be held every one, two or three years. 6. A shareholder proposal regarding dual class capital structure. 7. A shareholder proposal regarding disclosure of voting results based on class of shares. 8. A shareholder proposal regarding report on hate targeting marginalized communities. 9. A shareholder proposal regarding report on child safety impacts and actual harm reduction to children. 10. A shareholder proposal regarding report on risks of deepfakes in online child exploitation. 11. A shareholder proposal regarding report on AI data usage oversight. 12. A shareholder proposal regarding GHG emissions reduction actions. 13. A shareholder proposal regarding Bitcoin treasury assessment. 14. A shareholder proposal regarding report on data collection and advertising practices. 1. Election of Directors Nominee For Withheld Broker Non-Votes Peggy Alford 4,293,835,996 699,767,025 204,772,865 Marc L. Andreessen 4,299,212,683 694,390,338 204,772,865 John Arnold 4,949,926,222 43,676,799 204,772,865 Patrick Collison 4,980,031,358 13,571,663 204,772,865 John Elkann 4,466,076,403 527,526,618 204,772,865 Andrew W. Houston 4,505,963,430 487,639,591 204,772,865 Nancy Killefer 4,943,033,689 50,569,332 204,772,865 Robert M. Kimmitt 4,888,979,218 104,623,803 204,772,865 Dina Powell McCormick 4,985,472,447 8,130,574 204,772,865 Charles Songhurst 4,976,317,168 17,285,853 204,772,865 Hock E. Tan 4,738,159,289 255,443,732 204,772,865 Tracey T. Travis 4,814,521,865 179,081,156 204,772,865 Dana White 4,973,980,488 19,622,533 204,772,865 Tony Xu 4,506,029,633 487,573,388 204,772,865 Mark Zuckerberg 4,626,960,113 366,642,908 204,772,865 Each of the fifteen nominees for director was elected to serve until the next annual meeting of shareholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal. 2. Ratification of Appointment of Independent Registered Public Accounting Firm For Against Abstentions 5,163,314,157 33,910,782 1,150,947 There were no broker non-votes on this proposal. The shareholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025. 3. Approval of 2025 Equity Incentive Plan For Against Abstentions Broker Non-Votes 3,753,643,849 1,235,628,986 4,330,186 204,772,865 The shareholders approved the Company's 2025 Equity Incentive Plan. 4. Non-Binding Advisory Vote on the Compensation Program for the Company's Named Executive Officers For Against Abstentions Broker Non-Votes 4,466,829,916 521,809,410 4,963,695 204,772,865 The shareholders approved, on a non-binding advisory basis, the compensation program for the Company's named executive officers as disclosed in the Proxy Statement. 5. Non-Binding Advisory Vote on the Frequency of an Advisory Vote on the Compensation Program for the Company's Named Executive Officers One Year Two Years Three Years Abstentions Broker Non-Votes 1,448,611,643 1,295,109 3,542,118,864 1,577,405 204,772,865 The shareholders approved, on a non-binding advisory basis, holding a non-binding advisory vote on the compensation program for the Company's named executive officers every three years. Based on these results and consistent with the Company's recommendation, the Company's board of directors has determined that the Company will conduct future shareholder advisory votes on the compensation program for its named executive officers once every three years. This policy will remain in effect until the next shareholder vote on the frequency of shareholder advisory votes on the compensation program for the named executive officers, expected to be held at the Company's 2031 annual meeting of shareholders. 6. Shareholder Proposal Regarding Dual Class Capital Structure For Against Abstentions Broker Non-Votes 1,286,629,335 3,701,609,499 5,364,187 204,772,865 The shareholders did not approve the shareholder proposal regarding dual class capital structure. 7. Shareholder Proposal Regarding Disclosure of Voting Results Based on Class of Shares For Against Abstentions Broker Non-Votes 1,028,098,566 3,959,996,157 5,508,298 204,772,865 The shareholders did not approve the shareholder proposal regarding disclosure of voting results based on class of shares. 8. Shareholder Proposal Regarding Report on Hate Targeting Marginalized Communities For Against Abstentions Broker Non-Votes 727,562,405 4,253,031,703 13,008,913 204,772,865 The shareholders did not approve the shareholder proposal regarding report on hate targeting marginalized communities. 9. Shareholder Proposal Regarding Report on Child Safety Impacts and Actual Harm Reduction to Children For Against Abstentions Broker Non-Votes 669,263,526 4,314,033,460 10,306,035 204,772,865 The shareholders did not approve the shareholder proposal regarding report on child safety impacts and actual harm reduction to children. 10. Shareholder Proposal Regarding Report on Risks of Deepfakes in Online Child Exploitation For Against Abstentions Broker Non-Votes 321,216,126 4,655,739,520 16,647,375 204,772,865 The shareholders did not approve the shareholder proposal regarding report on risks of deepfakes in online child exploitation. 11. Shareholder Proposal Regarding Report on AI Data Usage Oversight For Against Abstentions Broker Non-Votes 493,907,562 4,480,980,438 18,715,021 204,772,865 The shareholders did not approve the shareholder proposal regarding report on AI data usage oversight. 12. Shareholder Proposal Regarding GHG Emissions Reduction Actions For Against Abstentions Broker Non-Votes 161,819,547 4,813,205,098 18,578,376 204,772,865 The shareholders did not approve the shareholder proposal regarding GHG emissions reduction actions. 13. Shareholder Proposal Regarding Bitcoin Treasury Assessment For Against Abstentions Broker Non-Votes 3,916,871 4,980,828,562 8,857,588 204,772,865 The shareholders did not approve the shareholder proposal regarding Bitcoin treasury assessment. 14. Shareholder Proposal Regarding Report on Data Collection and Advertising Practices For Against Abstentions Broker Non-Votes 540,736,457 4,439,322,426 13,544,138 204,772,865 The shareholders did not approve the shareholder proposal regarding report on data collection and advertising practices. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Title or Description 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. META PLATFORMS, INC. Date: May 30, 2025 By: /s/ Katherine R. Kelly Name: Katherine R. Kelly Title: Vice President and Corporate Secretary