Form 8-K

8-K — Meta Platforms, Inc.

Accession: 0001628280-26-039193

Filed: 2026-05-29

Period: 2026-05-27

CIK: 0001326801

SIC: 7370 (SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.)

Item: Submission of Matters to a Vote of Security Holders

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8-K — meta-20260527.htm (Primary)

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8-K

8-K (Primary)

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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 27, 2026

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 27, 2026, 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 twelve 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 16, 2026 (the "Proxy Statement"). At the beginning of the Annual Meeting, there were 1,758,006,749 shares of Class A common stock and 342,307,492 shares of Class B common stock present or represented by proxy at the Annual Meeting, which represented 92.19% 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, 2026 (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 twelve 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, 2026.

3.A shareholder proposal regarding report on AI data usage oversight.

4.A shareholder proposal regarding annual vote regarding executive pay.

5.A shareholder proposal regarding dual class capital structure.

6.A shareholder proposal regarding disclosure of voting results by share class.

7.A shareholder proposal regarding report on human rights due diligence.

8.A shareholder proposal regarding report on addressing antisemitism and hate in online platforms.

9.A shareholder proposal regarding report on climate change-related commitments.

10.A shareholder proposal regarding report on integrating child safety improvements into the executive compensation program.

11.A shareholder proposal regarding data protection impact assessment on generative AI chatbots.

12.A shareholder proposal regarding report on risks of anti-American discrimination from H-1B visa program use.

1.Election of Directors

Nominee For Withheld Broker Non-Votes

Peggy Alford 4,291,140,639 677,536,447 212,856,564

Marc L. Andreessen 4,766,747,193 201,929,893 212,856,564

John Arnold 4,919,233,923 49,443,163 212,856,564

Patrick Collison 4,919,253,388 49,423,698 212,856,564

John Elkann 4,110,029,835 858,647,251 212,856,564

Andrew W. Houston 4,525,080,688 443,596,398 212,856,564

Nancy Killefer 4,834,303,472 134,373,614 212,856,564

Robert M. Kimmitt 4,826,084,255 142,592,831 212,856,564

Charles Songhurst 4,921,551,531 47,125,555 212,856,564

Dana White 4,542,071,550 426,605,536 212,856,564

Tony Xu 4,530,138,488 438,538,598 212,856,564

Mark Zuckerberg 4,650,180,275 318,496,811 212,856,564

Each of the twelve 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

5,148,139,817 29,583,257 3,810,576

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, 2026.

3.Shareholder Proposal Regarding Report on AI Data Usage Oversight