Amazon shareholders reject all 11 annual meeting proposals, including employee-backed climate plan

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

Amazon shareholders voted down all 11 independent resolutions presented at the company’s annual meeting Wednesday, including a climate change push that was supported by more than 7,600 employees.

The votes came as groups demonstrated outside the event, with protesters focused on issues like climate change, housing and homelessness, better working conditions for security workers and more. Seattle City Councilmember Kshama Sawant, who faced off against Amazon during the contentious debate over a head tax on the city’s largest employers, briefly took part in protests outside the company’s annual meeting in Seattle’s Fremont neighborhood.

Inside the meeting, a group of Amazon employees asking the company to take action on climate change stood in white shirts in support of a shareholder resolution on the topic. More than 7,600 employees of the company signed an open letter backing the resolution. Emily Cunningham, an Amazon UX designer and an organizer of the climate change initiative, asked CEO Jeff Bezos to come on stage to hear the proposal before making her case. Bezos did not appear at that point.

“Without bold, rapid action, we will lose our only chance to avoid catastrophic warming. There’s no issue more important to our customers, to our world, than the climate crisis, and we are falling fall short,” Cunningham said. She added later, “Our home, Planet Earth, not distant far off places in space, desperately needs bold leadership. We have the talent, the passion, the imagination. We have the scale, speed and resources. Jeff, all we need is your leadership.”

Later, during the QA portion of the meeting, one of the employees asked Bezos directly if he would support initiatives to address climate change.

“That’s a very important issue,” Bezos said in response. “It’s hard to find an issue that is more important than climate change. … It’s also as everyone knows, a very difficult problem.” He added: “Both e-commerce and cloud computing are inherently more efficient than their alternatives. So we’re doing a lot even intrinsically. But that’s not what I’m talking about in terms of the initiatives we’re taking.”

He cited wind, solar and other projects. “There are a lot of initiatives here underway, and we’re not done, we’ll think of more, we’re very inventive,” he said.

Amazon’s board recommended shareholders vote down the resolution because of the environmental programs and commitments already underway at the company. In February, Amazon announced plans to publish its carbon footprint for the first time this year. Brian Olsavsky, Amazon’s CFO, outlined some of these plans at the meeting, to applause from some of the employees who had stood earlier.

The 11 resolutions included in Amazon’s annual proxy statement are more than at any other public company meeting this year. The resolutions focus on Amazon’s controversial facial recognition technology, demands for more action on climate change, salary transparency, and other equity issues.

Peter Strand, Miranda Klinck and Katy Sanlis of a group called Resistencia. (GeekWire Photo / Monica Nickelsburg)

Here are the 11 resolutions that were rejected by shareholders at the meeting:

Food waste: Shareholders want 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’re asking Amazon to study the feasibility of setting new goals for reducing food waste and working toward them.

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.

Facial recognition: This resolution would prevent Amazon from selling its controversial facial recognition technology to government agencies without board approval. A separate resolution asks Amazon’s board to commission an independent study of the technology on the potential threats to civil liberties that it poses.

Hate speech: Investors want Amazon to issue a report on its efforts to address products in its marketplace that promote hate speech and violence.

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.

Sexual harassment: This resolution asked Amazon management to review the company’s sexual harassment policies to assess whether new standards should be implemented.

Climate change activists call on Amazon to reduce its carbon footprint. (GeekWire Photo / Monica Nickelsburg)

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.

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.

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.

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.

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.

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