Amazon shareholders plan to press for a range of corporate reforms at the company’s annual meeting in May. Amazon released an early proxy statement Friday that includes 10 shareholder resolutions on issues ranging from the environment to pay equity.
The tech giant filed its proxy statement earlier than usual because the company wants to amend its bylaws to lower the threshold required for shareholders to call special meetings. The amendment would allow investors who collectively own 25% of Amazon stock to call a special meeting. Previously that threshold was 30%.
Amazon says it’s changing the threshold in light of “evolving governance practices as well as investor feedback and previous shareholder votes on the matter.” The company says its board believes a 25% threshold “strikes an appropriate balance between enhancing shareholder access and minimizing the potential harms associated with allowing a small number of shareholders to call special meetings.”
One of the shareholder resolutions in the proxy seeks to lower the ownership threshold to 20%, but Amazon is recommending investors vote that proposal down.
Other resolutions ask for comprehensive reports on Amazon’s lobbying activities, food waste, and pay gaps among employees of different genders and races. Amazon’s board is recommending shareholders vote down each of the 10 resolutions.
Last year, Amazon investors filed a record-setting 11 shareholder resolutions. None of those resolutions were adopted but the shareholders behind them succeeded in attracting national attention to their causes. Amazon Employees for Climate Justice, an employee activism group that formed last year, made a splash at the company’s last shareholder meeting.
Activist employees wearing white shirts stood up during the meeting to show support for a shareholder resolution demanding the company take more aggressive action in response to climate change. More than 7,600 employees of the company signed an open letter backing the resolution. A few months later, Amazon launched its Climate Pledge, which includes broad new sustainability goals.
Activists have used Amazon’s annual shareholder meeting as grounds for demonstrations for the past few years, but they won’t have that opportunity this year. The meeting will be held online for the first time due to the COVID-19 outbreak that is forcing organizations around the world to cancel in-person events.
Amazon plans to introduce a revised proxy statement in April that could include changes to the proposals.
Here are the shareholder resolutions included in the preliminary proxy:
Food waste: Shareholders want Amazon to report on the environmental and social impact of food waste that the company generates. The report should determine the cause, quantity, and destination of food waste, associated greenhouse gas emissions, and goals for reducing that waste, according to the resolution. Shareholders say Amazon’s growing market share in the U.S. grocery business lends weight to the need for a food waste survey.
Facial recognition: For the second year in a row, shareholders are asking Amazon to report on whether its facial recognition software could raise civil rights and privacy issues. The resolution would require Amazon to examine those issues, acknowledge whether Rekognition software is used by authoritarian governments, and assess the financial risks associated with the controversial technology.
Hate speech: Shareholders would like Amazon to report on its efforts to prevent the sale of items that promote discrimination in its marketplace. The resolution is based on reports that anti-semitic books, items depicting racial violence, and other objectionable goods are available for purchase on Amazon.com
Board policy: Investors are pushing for an independent chair of Amazon’s board of directors who has never served as an executive of the company. The resolution’s goal is to wrestle some control of the company from Jeff Bezos, who currently serves as CEO and board chair.
Pay gap: One resolution asks Amazon to report the company’s global median pay gaps between employees of different races and genders. Amazon already reports its overall gender pay gap annually.
Environmental justice: This proposal requests a report on the environmental impact the company has on communities of color. It asks Amazon to detail what steps beyond regulatory compliance the company is taking to mitigate environmental damage that disproportionately affects marginalized communities.
Ideological discrimination: Shareholders behind this resolution want Amazon to report on the business risks associated with discrimination against different political, religious, and social ideologies. The proposal points to Amazon’s discretion deciding which charities can participate in its Smile program and which books can be sold on the company’s marketplace.
Promotion velocity: To better understand the impact discrimination has on career mobility, shareholders want Amazon to report on “promotion velocity.” The report would detail the time elapsed between promotions for employees of different races and genders.
Shareholder meetings: Amazon investors want to make it easier for groups of shareholders to meet outside of the company’s annual meeting. This resolution would allow shareholders with 20% stock ownership to call a special meeting. Currently, that threshold is 30%.
Lobbying: This resolution asks Amazon to provide more comprehensive reporting on its lobbying activities, including direct and indirect, and explain its reasoning for backing different issues.
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