Notice of Exempt Solicitation. Definitive Material. (px14a6g)
May 23 2022 - 10:04AM
Edgar (US Regulatory)
NOTICE OF EXEMPT SOLICITATION
Name of the registrant:
Twitter, Inc.
Name of person relying on exemption:
New York State Comptroller Thomas P. DiNapoli, Trustee of the New
York State Common Retirement Fund
Address of person relying on exemption:
Office of the New York State Comptroller
Division of Legal Services
110 State Street, 14th Floor
Albany, NY 12236
Written material:
Text of May 20, 2022, email communication sent by Kyle Seeley,
Corporate Governance and ESG Investment Officer, New York State
Common Retirement Fund
Please see the attached letters from New York State Comptroller
Thomas P. DiNapoli, Trustee of the New York State Common Retirement
Fund, to the Boards of Meta Platforms and Twitter regarding their
content management practices and how they relate to the tragic
racially motivated mass shooting in Buffalo, New York. Comptroller
DiNapoli is urging shareholders to vote against all of Meta
and Twitter's directors at their annual meetings on May 25, 2022.
He is also urging Meta shareholders to vote for the shareholder
proposal on the proxy seeking a report on the enforcement of its
community standards.
This is not a solicitation of authority to vote your
proxy.
Please DO NOT send us your proxy card as it will not be
accepted.
THOMAS P. DiNAPOLI
STATE COMPTROLLER
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110 STATE STREET
ALBANY, NEW YORK 12236
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STATE OF NEW YORK
OFFICE OF THE STATE COMPTROLLER
Board of Directors Twitter, Inc.
1355 Market Street, Suite 900
San Francisco, CA 94103
Dear Twitter Directors:
I write as Trustee of the New York State Common Retirement Fund,
one of the nation’s largest pension funds, with an estimated $279.7
billion in assets as of December 31, 2021. The Fund holds and
invests the assets of the New York State and Local Retirement
System on behalf of more than one million members and
beneficiaries, and as of March 31, 2022, held approximately $34.6
million in Twitter, Inc., shares.
As an investor in Twitter, I write to express my deep and abiding
concerns regarding the company’s content management practices and
how they relate to the tragic racially motivated mass shooting in
Buffalo, NY, that claimed the lives of ten people. It has been
widely reported that Twitter has repeatedly failed to remove video
clips and screenshots of the shooter’s livestream, and his alleged
manifesto from its platform. This is just the latest example of
Twitter’s failure to enforce its community standards and guidelines
to control the dissemination of hate speech, and content that
incites violence.
Businesses like Twitter have a duty to ensure that their platform
remains a welcoming place for the widest range of customers and
advertisers. While free expression is a fundamental value shared by
all Americans and provides important protections for Americans’
rights to speak their minds, Twitter’s future success is endangered
by its repeated failure to adhere to its policies and its
association with those who incite violence and spew hate speech
through the platform. Indeed, public reports have documented how
Twitter’s platform continues to allow white supremacists and other
extremists to spread hate speech, misinformation, and incitement to
violence. Allowing this content on social media platforms
facilitates the radicalization of individuals through repeated
exposure to violent rhetoric, hate speech, and examples of previous
violence. This radicalization has attracted unending scrutiny from
regulators around the world and public denouncements that have led
to increasing calls for further regulation of social media
platforms.
The Fund has long been concerned with Twitter’s content management
practices, and how Twitter’s board oversees these practices; the
Fund has sought to engage the company on improvements to Twitter’s
approach. We believe Twitter’s failure to properly manage the
content on its platform creates significant reputational,
regulatory, legal, and financial risks.
Unfortunately, Twitter’s management has repeatedly failed to
properly enforce its content management policies and the board of
directors has failed to provide adequate oversight, resulting in
serial controversies and risks for investors. As a result, the New
York State Common Retirement Fund will be voting against all of
Twitter’s directors at its annual meeting on May 25, 2022, and will
encourage other investors to do likewise.
The proliferation of harmful content on Twitter’s platform not only
leads to risks for investors but—more importantly and
tragically—impacts real world events with devastating effects.
Until Twitter’s board of directors can demonstrate its ability to
successfully oversee the company’s content management policies, the
Fund will continue voting against directors.
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Sincerely, |
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Thomas P. DiNapoli |
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State Comptroller |
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