Proxy Season Update: Facebook

2014 Annual Meeting: 2:00 PM EDT, Thursday, May 22, 2014

Sofitel San Francisco Bay, 223 Twin Dolphin Drive, Redwood City, CA 94065

Facebook has three pending ESG shareholder proposals in 2014.

  • POLITICAL ACTIVITY: Political Spending
    • NorthStar Asset Management is continuing a push it started last year for companies to more explicitly align stated company values with political spending decision-making. It asks Facebook to

      create and implement a policy with consistent incorporation of corporate values as defined by Facebook’s policies and public affirmations into Company and FB PAC political and electioneering contribution decisions, and requiring reporting to shareholders at reasonable expense and excluding confidential information on a quarterly basis listing any electioneering or political contribution expenditures occurring during the prior quarter, identifying any contributions that raised an issue of congruency with corporate values, and stating the justification for any such exceptions.

    • This resolution from the Benedictine Sisters of Mount Saint Scholastica asks for annual reports on policy, payments, memberships in groups that write model legislation, information on how these payments occur, and how management and the board of directors monitor them. The proposal says the reports should include:

      1 . Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.
      2. Payments by Facebook used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.
      3. Facebook’s membership in and payments to any tax-exempt organization that writes and endorses model legislation.
      4. Description of management’s decision making process and the Board’s oversight for making payments described in sections 2 and 3 above.

      For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which Facebook is a member.

      Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels.

      The report shall be presented to the Audit Committee or other relevant oversight committees of the Board and posted on the company’s website.

  • SOCIAL: Advertising and Childhood Obesity
    • The Sisters of the Holy Name have requested a report from Facebook focusing on concerns about food advertising to children. The proposed report would examine “whether the scope, scale and pace of implementation of the company’s advertising and privacy policies are sufficient to prevent material impacts on the company’s finances and operations due to public concerns about childhood obesity and public and private initiatives to eliminate or restrict food marketing to youth.”

Download Proxy Preview 2014 to find more political spending, lobbying, and social resolutions.