Elections Don’t Matter. Or Do They?

[Bloomberg] [Fully Charged]( From [Bloomberg](   [FOLLOW US [Facebook Share]]([Twitter Share]( [SUBSCRIBE [Subscribe]](  Hi, folks. It's [Shira](mailto:sovide@bloomberg.net). The owners of Facebook Inc. gather Thursday in Silicon Valley for an update from management and their annual vote [on corporate matters](. We already know the results, but that doesn't make the process irrelevant. In fact, it's time to pay closer attention to the signs of restive shareholders at big technology companies. First, here's what we all know will happen at Facebook's stockholder ballot, which comes after a tumultuous year in which the company has been accused of harming (political) democracy, fanning ethnic violence and letting people's personal information be harvested by bad actors. All members of Facebook's board will win re-election. The small shareholders who submitted ballot measures will fail. There's no drama, because Facebook Chief Executive Officer Mark Zuckerberg casts the majority of votes thanks to his super-powered stock. But I expect a significant protest vote on several matters, including a non-binding recommendation to end Zuckerberg's special stock, which gives him 10 times the votes of regular shareholders. At least two advisers on stockholder election matters, Institutional Shareholder Services and Glass Lewis, have recommended votes for that ballot measure and several others over Facebook's objections. It wouldn't be the first time that Facebook has been on the wrong end of shareholder elections. Last year, a majority of ballots cast by investors other than Zuckerberg [votedÂ](in favor of a similar proposal to end Zuckerberg's special control. His super shares rendered moot the votes of those other stockholders. Protest votes by disgruntled tech investors are as common in Silicon Valley as [vandalized scooters]( these days. Alphabet Inc. last year needed executives' super-voting shares to ensure a nay vote against a proposal to scrap the special stock. Excluding shares held by executives, Oracle Corp. owners have [repeatedly rebuked the company]( in annual elections over compensation for the top brass. Netflix Inc. stockholders have cast ballots that [ignored management's recommendations]( on several matters. To be clear, there's a lot of pointless theater when it comes to stockholder elections. And it's been easy to ignore mostly symbolic protest votes over how big tech companies are run because, well, shareholder democracy is a mirage and most industry giants have posted stellar financial performance. The trappings of good corporate governance tend not to matter unless things are going wrong. You may have noticed, though, that some things are going wrong in tech. Compounded with the ways tech companies have failed their users, efforts to shrug off the will of stock owners has been icing on a terrible cake. Zuckerberg is a star right now. But what happens, probably decades from now, when the grim reaper nears? For clues, look no further than the [long-running farce]( at the top of TV broadcast network CBS Corp. -- another company with super-voting stock. It wasn't so long ago that Zuckerberg pushed Facebook's board to revisit the company's stock structure to lock in his control. Facebook [spiked]( the proposed change last year after a group of shareholders sued. At least so far, Zuckerberg doesn't need to be concerned about losing his grip. He's sold heaps of Facebook stock in the last year to fund his family's philanthropic efforts, but his share of voting power actually increased from [59.7 percent]( in 2017 to [59.9 percent]( as of March 31, including shares that Zuckerberg votes on behalf of another Facebook founder. The full breakdown of Facebook's shareholder election likely won't be released for several days, but it's already clear that stock owners of big tech companies won't rubber stamp everything management wants. There's broad agreement now that the digital hangouts owned by technology superpowers need to be under a more-watchful eye. Likewise, their boardroom behavior needs the kind of scrutiny that empowered stock owners are supposed to provide. Those meaningless shareholder elections should and do matter. [--Shira Ovide](  Here’s what you need to know in global technology news: Airbnb Inc. pulled [out at the last minute from](a proposed merger of its China operation with a local rival. Now the question is whether Airbnb is delusional or savvy to try to succeed solo in a country where most American technology companies have failed.  Warren Buffett is famous for shunning investments in tech companies. Lately, though, the investor has splurged big on Apple Inc. stock and professed his love of Amazon.com Inc. And quietly, Buffett [proposed investing $3 billion]( in Uber Technologies Inc., but the talks fizzled.  When Facebook shook up its news feed early this year, a web traffic doomsday was predicted for news organizations and other website owners that rely on readers from the social network. It turns out...[not so bad so]([far](, according to figures from Chartbeat.  There's been some [dissent]( among Google employees over that company providing artificial-intelligence technology to the U.S. Department of Defense for analyzing drone footage. One of the company's most prominent AI researchers [worried about negative publicity]( surrounding the deal before it was made public, and since then senior executives at the company have sought to calm employees' concerns about the project.  In other shareholder meeting news, Amazon CEO Jeff Bezos said his corporation and other large institutions deserve outside scrutiny and [shouldn't "take it personally."]( Part of the context of his remarks are President Donald Trump's persistent criticisms of Amazon for what he says is an overly generous deal from the U.S. Postal Service and unfair tax rates.    You received this message because you are subscribed to the Bloomberg Technology newsletter Fully Charged. You can tell your friends to [sign up here](.  [Unsubscribe]( | [Bloomberg.com]( | [Contact Us]( Bloomberg L.P. 731 Lexington, New York, NY, 10022