Shareholders of Facebook, your fund managers are about to vote on whether the social media giant needs better data privacy.
So how will Vanguard, which is Facebok's largest shareholder, and the other massive index funds vote?
Matthew Patsky, CEO of Trillium Investments, a Boston fund that manages more than $3 billion, put forth a shareholder proposal this year asking Facebook to clean up its act by setting up a risk-management committee to sort out what went wrong with the data consulting firm Cambridge Analytica, the manipulation of Facebook during elections, and other privacy screw-ups. A copy of the shareholder proposal and letter to Facebook can be found at Trillium's website: trilliuminvest.com.
For those counting, Vanguard, BlackRock, State Street, and Fidelity holdings account for roughly 20 percent of Facebook shares.
As of Dec. 31, 2017, Vanguard Group owned 166,025,538 shares of Facebook, or 6.93 percent of the total. At current Facebook share price, that's worth just over $29 billion. The scandal affected more than 4.6 million Pennsylvania and New Jersey residents, which prompted attorneys general in both states last week to call for changes to data and user privacy at Facebook.
So how will Vanguard vote?
For clues, look to Vanguard's actions last year, when the firm voted for one of the first times against corporate management at Wells Fargo, and against management again in asking for a climate change study at ExxonMobil.
Fellow index fund giant and rival BlackRock, too, changed its tune on shareholder activism last year. That was due in part to Trillium's calling out the firm for "hypocrisy" on workforce diversity at BlackRock itself.
"Explain the hypocrisy of the way you're talking about diversity publicly vs. the way you vote BlackRock proxies on diversity issues," Trillium wrote BlackRock in a letter.
BlackRock is a publicly traded asset management firm, and it ultimately promised Trillium it would better address diversity in-house.
"We really got under [BlackRock CEO] Larry Fink's skin," said Patsky. "And it worked."
Now, the massive index fund firms are all moving together — if glacially — toward more public activism. "Sometimes there's safety in numbers when it comes to the large firms like Vanguard, Fidelity, BlackRock, and State Street," said Patsky. "Did that make it safer for Vanguard and State Street to vote against management? I think the answer is yes."
BlackRock, State Street, and Vanguard, as money managers, collectively oversee more than $13 trillion in assets, bigger than the size of China's economy, according to the Wall Street Journal.
Trillium's shareholder proposal appears on the docket for the May 31 Facebook shareholder meeting in Menlo Park, Calif.
Vanguard said it doesn't comment on specific votes but pointed to its investment stewardship newsletter, which is available at its website: https://about.vanguard.com/investment-stewardship/.
"The sheer volume, magnitude, and frequency of Facebook's controversies strongly suggests that the company's whack-a-mole approach is insufficient," Trillium wrote in its proposal. "Facebook needs to institutionalize stronger risk-oversight mechanisms."
Why now? Trillium cites research linking Facebook to depression and other mental-health issues; investigations into Russian meddling in U.S. elections and proliferating "fake news"; censorship; smugglers reportedly using Facebook to broadcast abuse and torture of migrants to extort ransom money; criticism from the Congressional Black Caucus over diversity and race relations; and the use of Facebook as a platform to incite terrorism.
Facebook, for the record, this year opposed the Trillium resolution — but that was before the Cambridge Analytica scandal broke.
The Facebook vote promises to be another indication of how Vanguard and the other Wall Street index fund giants are shifting attention to these issues, particularly with social media companies: As of year-end 2017, Vanguard Group owned 53,054,207 shares of Twitter, or 7.07 percent, and was the largest shareholder; and 19,117,354 shares of Snap, or 2.15 percent, ranking as the second-largest shareholder.
"The fact that WhatsApp founder Jan Koum is leaving Facebook is deeply concerning, because he was a very strident privacy advocate, so without him there, better governance is even more important," said Trillium senior vice president Jonas Kron.
"Social media users don't expect to have their information given to third-party developers without their knowledge," Pennsylvania Attorney General Josh Shapiro said last week. "Businesses like Facebook must take significant steps to better protect their users' privacy and personal data."
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