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Governance

Facebook shareholders defeat voting structure, risk oversight proposals

Content governance, gender pay reports also rejected

Shareholder proposals calling for changes to Facebook Inc.'s shareholder voting structure, the creation of a risk oversight committee, and the issuance of content governance and gender pay reports were defeated at the company's annual meeting, despite support from several large pension funds, the social media giant disclosed in an 8-K filing Tuesday.

The company's annual meeting took place May 31.

Large pension funds that supported all four shareholders proposals included the $352.8 billion California Public Employees' Retirement System, West Sacramento; C$356.1 billion ($274.4 billion) Canada Pension Plan Investment Board, Toronto; $224.8 billion California State Teachers' Retirement System, West Sacramento; $204.9 billion Florida State Board of Administration, Tallahassee; and the $146 billion Texas Teacher Retirement System, Austin.

Additionally, all five pension funds voted against three or more directors up for election. All nine directors up for election were ultimately elected.

Despite receiving only 10% of total votes, the office of New York state Comptroller Thomas P. DiNapoli estimates that about 40% of outside investors voted in favor of the content governance proposal. Facebook CEO and Chairman Mark Zuckerberg owns about 16% of the company's economic interest but controls 60% of its voting rights.

Mr. DiNapoli, sole trustee of the $206.9 billion New York State Common Retirement Fund, Albany, co-filed the content governance proposal, which asked Facebook to report on how it enforces its terms of service to prevent election interference, fake news, hate speech, and sexual harassment from being posted to its platform. A similar proposal was supported by 36% of Twitter investors last week.

In other news, Sheryl Sandberg, Facebook's chief operating officer, announced at the meeting that the board is setting a policy to consider diverse candidates for vacant director positions.