Amazon shareholder proposals on climate and facial recognition won about 30 percent of vote

Amazon CEO Jeff Bezos addresses the company’s 2019 shareholder meeting on Wednesday in Seattle. (Screenshot via YouTube)

Updated below with full results and news release from Amazon employees who backed climate resolution.

Amazon announced this week that shareholders voted down all eleven proposals up for consideration at its annual meeting — but that was only part of the story. Numbers released by the company in a regulatory filing Friday afternoon show that several of the resolutions received more than a quarter of the vote.

A proposal to commission an independent study of Amazon’s facial recognition technology to assess potential threats to civil liberties won the support of 28 percent of shareholders. However, a separate resolution to ban the sale of facial recognition technology to governments without special board approval was less popular, winning about 2.5 percent support.

Using Amazon’s method of tabulation, which counts abstentions as “no” votes, nearly 30 percent of shareholders supported a proposal that would have had Amazon prepare a report laying out its plan to reduce fossil fuel dependence and prepare for disruptions caused by the climate crisis. This resolution garnered support from more than 7,600 Amazon employees in advance of the meeting. Excluding abstentions, the climate measure garnered nearly 31 percent of votes.

Members of 350 Seattle, a group that worked with the Amazon Employees for Climate Justice group that a shareholder resolution calling on the company to present a comprehensive climate change plan, protest outside the tech giant’s annual meeting. (GeekWire Photo / Monica Nickelsburg)

By comparison, a shareholder proposal in 2017 to require Amazon to use environmental sustainability as a component for determining Amazon executive compensation won less than 5 percent of the vote. This is more typical of the results for independent shareholder resolutions at the company in past years. A similar proposal this year won 19 percent support.

Today’s filing shows that more than 24 percent of shareholders supported a resolution to separate the roles of CEO and board chair, both of which are held by Amazon founder Jeff Bezos. A similar proposal last year won almost 26 percent of the vote, indicating that a smaller proportion of shareholders now support the notion of giving Bezos greater oversight.

Outside shareholder resolutions typically face an uphill climb, in part because Bezos owns or controls about 16 percent of the company’s shares. Amazon’s board opposed each of the outside shareholder resolutions. Matt Day of Bloomberg News put together this chart showing what the results were (excluding abstentions) and what htey would have been if Bezos’ shares were not counted.

From Amazon’s SEC filing, this was the shareholder vote on the company’s board.

Here are details on the shareholder resolutions with full results. We’ve calculated the percentages based on Amazon’s practice of counting abstentions as “no” votes for these resolutions, because under the current rules that method of counting determines whether a resolution passes.

Food waste: Shareholders wanted Amazon to issue an annual report on the environmental and social impacts of food waste generated by the company. As part of the report, they asked Amazon to study the feasibility of setting new goals for reducing food waste and working toward them. For: 87,329,530, or 25.53 percent; Against: 249,904,557; Abstentions: 4,769,305.

Special shareholder meetings: The shareholders behind this resolution wanted to amend Amazon’s bylaws to make it easier to call special shareowner meetings. Specifically, they want to give shareholders with an aggregate of 20 percent of the company’s outstanding stock that authority. Amazon currently only allows shareholders with 30 percent of company shares to call a special meeting, according to the resolution. For: 120,657,881, or 35.28 percent; Against: 220,494,576; Abstain: 850,935.

Facial recognition ban: The first resolution would have prevented Amazon from selling its controversial facial recognition technology to government agencies without board approval. For: 8,272,638, or 2.42 percent; Against: 328,206,303; Abstain: 5,524,451.

Facial recognition ban: This separate resolution asked Amazon’s board to commission an independent study of the technology regarding potential threats to civil liberties. For: 94,208,150, or 27.55 percent; Against: 239,591,730; Abstain: 8,203,512/

Hate speech: Investors want Amazon to issue a report on its efforts to address products in its marketplace that promote hate speech and violence. For: 92,057,511, or 26.92 percent; Against: 246,944,049; Abstain: 3,001,832.

Independent board chair: Shareholders asked the board to appoint an independent chair to replace Jeff Bezos, who serves as chair and CEO. “We believe the combination of these two roles in a single person weakens a corporation’s governance, which can harm shareholder value,” the resolution says. For: 82,323,835, or 24.07 percent; Against: 248,907,842; Abstain: 10,771,715.

Sexual harassment: This resolution asked Amazon management to review the company’s sexual harassment policies to assess whether new standards should be implemented. For: 111,862,346, or 32.71 percent; Against: 223,768,797; Abstain: 6,372,249.

Climate change: Shareholders asked Amazon to prepare a report describing its plan to reduce fossil fuel dependence and prepare for disruptions caused by the climate crisis. The resolution has garnered support from more than 7,600 Amazon employees. For: 101,746,415, or 29.75 percent; Against: 227,595,462; Abstain: 12,661,515.

Board diversity: Under this resolution, Amazon’s board of directors would disclose their own “skills, ideological perspectives, and experience” and describe the minimum requirements for new board nominees. The goal is to ensure the board represents a diverse set of ideas and backgrounds. For: 9,107,139, or 2.66 percent; Against: 330,667,051; Abstain: 2,229,102.

Pay equity: Shareholders want Amazon to report on the company’s global median gender pay gap. “A report adequate for investors to assess company strategy and performance would include the percentage global median pay gap between male and female employees across race and ethnicity, including base, bonus and equity compensation,” the resolution says. For: 88,345,337, or 25.83 percent; Against: 241,595,028; Abstain: 12,063,027.

Executive compensation: This proposal asked the board to study whether it would be feasible to use environmental and social responsibility metrics when determining compensation for senior executives. For: 64,988,902, or 19 percent; Against: 274,689,747; Abstain: 2,324,743.

Vote-counting: Shareholders asked Amazon’s board of directors to change corporate governance rules so that all resolutions are decided by a simple majority vote. For: 16,226,186, or 4.74 percent; Against: 324,872,785; Abstain: 904,421.

Update, 4:22 p.m.: Amazon employees behind the climate resolution issues this press release about the results.

Amazon Employee Climate Resolution Surpasses All Past Sustainability Resolutions with 31% Support

(SEATTLE) – At 5pm ET on Friday, May 23, Amazon announced through a filing with the SEC that 31 percent of shares voted — or $185.5 billion in investments — were cast in favor of the employees’ resolution asking for a company-wide plan around the climate crisis. It has garnered the most votes of the seven sustainability or climate-related resolution since 2010. Excluding Jeff Bezos’ 16 percent of the shares, 41 percent of shares voted were cast in favor of the resolution. Amazon’s Board opposed the resolution. No resolution opposed by the board has ever passed.

The resolution was filed by 28 current and former Amazon employees and over 7,700 employees signed an open letter supporting it. The two largest proxy advisory firms, Glass Lewis and Institutional Shareholder Services (ISS), which combined represent 97% of the advisory market, also supported the resolution.

After the announcement, Maren Costa, a Principal User Experience Designer at Amazon and resolution co-filer issued the following statement:

“Amazon employees, investors, and customers agree that the climate crisis poses an existential threat to our planet. Despite Amazon Board’s formal opposition, 31 percent of shares voted were cast in support of the resolution. I hope Jeff Bezos sees the broad support for this resolution and makes our climate impact a priority in every aspect of our business. Otherwise, we’re looking forward to refiling our resolution next year. We’ll continue to push Amazon to take bold leadership on addressing the climate crisis.”

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