Treasurer Torsella Calls For Independent Board Chair At Facebook

Group of 6 institutional investors join to call for independent oversight


Harrisburg, PA - Pennsylvania Treasurer Joe Torsella announced today his office co-filed a shareholder proposal at Facebook, calling for an independent board chair to oversee company decisions. A group of 6 investors have re-filed this proposal, which has been widely supported by non-insider shareholders, with increasing majorities, in previous years. The proposal will receive a shareholder vote at Facebook’s 2021 Annual Shareholder Meeting.


“Mark Zuckerberg needs to answer to an independent board and be held accountable when his decisions hurt Facebook users. Taxpayers, Facebook users, and shareholders deserve more and better from a company that has become such an important part of our culture, particularly as we fight COVID-19 and feel more distanced and isolated from loved ones than ever before. For years, shareholders have made their choice loud and clear and called overwhelmingly for an independent voice at the head of the Board of Directors. Until Zuckerberg makes the decision to do right by the company and Facebook’s billions of users, Facebook will continue down a path of damaging public trust and long-term value. It’s time for him to step aside.”


Pennsylvania State Treasurer, Joe Torsella

Facebook uses a dual-class share structure, which allows Zuckerberg and others inside Facebook to control voting outcomes of the company’s largest decisions, regardless of the vote counts from outside shareholders. In previous years, this proposal has garnered an increasing majority of outside shareholder votes, ranging from 51% in 2017 to 68% in 2019.


The history of Facebook is riddled with mismanagement, including massive data leaks, lack of responsiveness to misinformation and credible threats to public safety, and, most recently, antitrust concerns from 48 attorneys general as Facebook continues to acquire competitor companies—such as WhatsApp and Instagram—rather than compete with them.


The proposal is being co-filed this year by Pennsylvania Treasury, Illinois Treasury, Rhode Island Treasury, Vermont Treasury, Green Century Funds, and Sisters of the Holy Names.


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