Scott+Scott Attorneys at Law LLP Announces Parties Provide Notice of Proposed Dismissal of Defendant from Stockholder Derivative Action

Scott+Scott Attorneys at Law LLP announces that Plaintiffs in the below-entitled action concerning Meta Platforms, Inc. (META) are releasing the following notice pursuant to an order of the Delaware Court of Chancery.

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

NOTICE OF PROPOSED DISMISSAL WITH PREJUDICE OF DEFENDANT JAN KOUM

TO: ALL CURRENT STOCKHOLDERS OF META PLATFORMS, INC. (“META”).

PLEASE READ THIS NOTICE CAREFULLY. YOUR RIGHTS MAY BE AFFECTED BY THE ACTIONS MENTIONED HEREIN, AND THE NOTICE CONTAINS IMPORTANT INFORMATION RELATED THERETO. IF YOU HOLD META STOCK FOR THE BENEFIT OF ANOTHER, PLEASE PROMPTLY TRANSMIT THIS DOCUMENT TO SUCH BENEFICIAL OWNER.

THE PURPOSE OF THIS NOTICE

Pursuant to Rule 23.1 of the Delaware Court of Chancery, you are hereby notified of the pendency of the above-captioned stockholder derivative action (the “Action”), which was brought by Co-Lead Plaintiffs California State Teachers’ Retirement System, Birmingham Retirement and Relief System, and General Building Laborers’ Local Union No. 79 General Fund (“Co-Lead Plaintiffs”) on behalf and for the benefit of Meta.

You are also notified that on February 12, 2025, Co-Lead Plaintiffs filed an Unopposed Motion for Voluntary Dismissal of Defendant Jan Koum with Prejudice (the “Motion”). If granted, the Motion would result in the dismissal of the claims brought against Defendant Jan Koum (“Koum”) with prejudice; the Motion will not affect and does not concern the claims brought against any other Defendants. On April 30, 2025, at 1:30 p.m., the Court will hold a hearing on the Motion at the Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware, 19801 (the “Hearing”) to determine whether the Motion should be granted. This notice describes what rights you have and what steps you may, but are not required, to take in response to the Motion.

Brokerage firms, banks, custodians, or other persons who hold shares of Meta stock for the benefit of others are requested to promptly provide this notice to all their respective beneficial owners.

BACKGROUND OF THE ACTION

THIS NOTICE DOES NOT CONSTITUTE FINDINGS OF THE COURT AND SHOULD NOT BE UNDERSTOOD AS AN EXPRESSION OF ANY OPINION OF THE COURT AS TO THE MERITS OF PLAINTIFFS’ CLAIMS OR THE DEFENSES OF ANY PARTIES.

In 2004, Defendant Mark Zuckerberg (“Zuckerberg”) founded Meta, formerly known as Facebook, Inc., as a social media business. Since that time, Zuckerberg has been Meta’s CEO, controlling stockholder, and Chairman of the Board of Directors (the “Board”).

On November 29, 2011, the Federal Trade Commission (the “FTC”) filed a complaint against Meta, that brought claims for violations of the FTC Act (the “2011 Complaint”). The 2011 Complaint alleged that Meta was engaging in deceptive privacy and data practices with respect to its approximately 750 million users and breached commitments regarding whether and how user data may be shared with third parties. Meta and the FTC agreed to settle the 2011 Complaint through an agreement and consent order (the “Consent Order”), which, as set forth in the Consent Order, imposed certain requirements on Meta relating to the privacy and security of users’ covered information, obtaining users’ consent to sharing nonpublic user information with third parties, and establishing and maintaining a comprehensive privacy program documented in writing. The FTC publicly announced the approval of the Consent Order on August 10, 2012.

On February 19, 2014, Meta announced that it had entered into a definitive agreement to acquire WhatsApp, Inc. (“WhatsApp”), a mobile messaging company of which Koum was the founder (the “Acquisition”). Meta consummated the Acquisition on or about October 6, 2014, and Koum became a Meta director. Koum also continued to serve as Chief Executive Officer of Meta’s WhatsApp business following the Acquisition.

In early 2018, counsel for Koum and Meta began negotiating a separation agreement whereby Koum would retire from Meta, including from his roles as a Meta director and the WhatsApp CEO. On April 30, 2018, Koum and Meta entered into a letter agreement (the “Separation Agreement”) through which Koum, inter alia, resigned from his position with WhatsApp, agreed to forfeit approximately 2 million unvested RSUs that were otherwise scheduled to vest on November 15, 2018, and notified Meta that he would not be standing for reelection to the Board. On May 1, 2018, Meta publicly announced that Koum would not be standing for reelection to the Board at Meta’s next annual stockholders meeting, which was to be held on May 31, 2018. On August 17, 2018, Koum and Meta executed a reciprocal release agreement (the “Release”) whereby Koum and Meta each agreed to release all potential claims that they may have against one another.

On March 17, 2018, The New York Times and The Guardian published articles related to Cambridge Analytica’s access to and collection of Meta user data. On July 24, 2019, after Koum had left the Meta board, the FTC filed a new complaint against Meta, which alleged, inter alia, that Meta had violated the Consent Order and asserted various other claims relating to Meta’s data and privacy policies and disclosures (the “2019 Complaint”). Contemporaneously with the filing of the 2019 Complaint, Meta and the FTC entered into an agreement to settle the 2019 Complaint through the payment of a $5 billion fine and modifications to the Consent Order that included new and enhanced user privacy commitments (the “FTC Settlement”). Following the publication of The New York Times and Guardian articles, Meta faced and resolved other state, federal, and international government actions related to Meta’s user privacy and data sharing practices.

Between April 25, 2018 and July 16, 2021, several Meta stockholders filed actions bringing derivative claims on behalf of Meta that arose out of Meta’s allegedly deceptive user privacy and data sharing practices, regulatory settlements, and related matters. On October 5, 2021, the Court appointed the California State Teachers’ Retirement System, the City of Birmingham Retirement and Relief System, and Construction and General Building Laborers’ Local Union 70 as Co-Lead Plaintiffs, with Prickett Jones & Elliott, P.A., Kaplan Fox & Kilsheimer LLP, and Scott+Scott Attorneys at Law LLP serving as Co-Lead Counsel.

On November 4, 2021, Co-Lead Plaintiffs filed the Second Amended and Consolidated Verified Stockholder Derivative Complaint (the “Complaint”). On May 10, 2023, following briefing and oral argument from the parties, the Court granted in part and denied in part Defendants’ motion to dismiss (the “Motion to Dismiss Ruling”). The Court denied the motion to dismiss claims for breach of fiduciary duty against certain Meta directors and officers, including Koum, with respect to their duties of oversight, while making clear that the Court is required on a motion to dismiss to accept the allegations of the Complaint as true and was not expressing any view on the validity of those allegations. The Court also denied the motion to dismiss with respect to claims for breach of fiduciary duty related to the fairness of the FTC Settlement, as well as against Zuckerberg for an insider trading-based claim, both matters that did not involve Koum.

Following the Court’s Motion to Dismiss Ruling, the parties have engaged in fact discovery. Among other discovery, Koum produced 15,326 pages of documents, which included the production of the Separation Agreement and Release. Co-Lead Counsel took Koum’s deposition on December 18, 2024. In total, Defendants and third parties have produced approximately 8.8 million pages of documents, and Co-Lead Counsel has taken the depositions of 22 fact witnesses.

On December 20, 2024, Koum filed a letter with the Court that requests leave to file a motion for summary judgment (the “Letter Request”). In the Letter Request, Koum argues that discovery has established that Meta’s claim against Koum, which Co-Lead Plaintiffs are litigating in this Action, is subject to the Release and thereby extinguished, and the record does not support a claim related to his duties of oversight for the time period that he was a member of the Board. After reviewing the Letter Request and considering the Separation Agreement, the Release, and the overall evidentiary record, Co-Lead Plaintiffs filed the Motion and have requested the voluntary dismissal of Koum with prejudice.

THE TERMS OF THE DISMISSAL

The Motion seeks dismissal with prejudice of the claims brought against Koum. If the Court grants the Motion, the prejudicial effects of the dismissal would not be limited to Co-Lead Plaintiffs and would extend to Meta and its other stockholders.

NO REQUEST FOR ATTORNEY’S FEES, EXPENSES OR PLAINTIFF SERVICE AWARDS

The Motion is not for purposes of a settlement of claims. Co-Lead Plaintiffs and Co-Lead Counsel are not making any request for attorney’s fees, expenses, or plaintiff service awards in connection with the Motion, and they have not received, been promised, been offered, and will not accept any form of compensation, directly or indirectly, in connection with the Motion.

RIGHT TO APPEAR AT THE HEARING AND OPPOSE THE MOTION

The Court will hold a hearing on the Motion on April 30, 2025, at 1:30 p.m. The Hearing will be held at the Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware, 19801. Any record or beneficial holder of Meta stock who does not oppose or object to the Motion does not need to take any action. Any record or beneficial holder of Meta stock who opposes the Motion or otherwise wishes to be heard may appear in person, or by his, her, or their attorney, at the Hearing and present evidence or argument that may be proper and relevant; provided, however, that except for good cause shown, any written oppositions or other written objections to the Motion (“Oppositions”) must be filed with the Register in Chancery, located at the Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801, and served upon counsel at least 14 calendar days prior to the Hearing. Oppositions must include documentation evidencing ownership of Meta shares, identify the grounds for opposing the Motion, and include all documents or writings that such person desires for the Court to consider. Oppositions must be served upon the following counsel by hand delivery, overnight mail, or the Court’s electronic filing system.

The parties may file reply briefs in further support of the Motion at least 7 calendar days prior to the Hearing. The Court may adjourn the Hearing at its discretion, including through oral announcement at the Hearing. The Court may grant the Motion without further notice.

SCOPE OF THIS NOTICE AND FURTHER INFORMATION

The descriptions of the Motion, the Action, and the other matters described herein are not comprehensive. Meta stockholders and their attorneys are referred to the documents filed with the Court in this Action, which are available for inspection at the Register in Chancery, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware, 19801 during the normal business hours of each business day. Inquiries or comments about the Motion may be directed to the attention of Co-Lead Counsel as follows:

DO NOT CALL OR WRITE THE COURT

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