Amazon is facing a record-high 15 votes on proposals from activists who want to transform the company’s relationships to its workers and the broader world. The votes will take place at Amazon’s annual shareholder meeting today, but none are likely to succeed despite their popularity with shareholders.
Shareholder resolutions have become increasingly common for a range of specific issues at Amazon over the last few years, and their proponents believe they force the company to pay attention to worker concerns even when the resolutions don’t pass.
The proposals demand reports and changes on issues ranging from working conditions, gender pay differences, contracts with governments that could violate human rights and even the way directors are appointed to the board. Consistent with its historical pattern, Amazon opposes each one of the 15 proposals. The company will likely secure victory in every vote, given its historical success advocating against these proposals and Jeff Bezos’ approximate 10% stake in the company (which gives him about 10% of the vote).
While corporate change advocates have used shareholder proposals since South Africa divestment campaigns in the 1980s, until recent years activists have kept them as mostly supplemental tools. They rarely pass because classes of voting shares and stock ownership usually give boards of directors the power to kill them, even when the proposals are popular with other shareholders.
But over the last few years — largely since 2018 — advocates in the tech space and tech workers themselves have embraced the shareholder proposal as a way to publicize their specific concerns to investors. Most of the proposals still fail, but, for the first time, many of them garner more votes each year they are proposed and some have actually succeeded: Apple, Microsoft and even Amazon have all agreed to conduct different forms of racial equity and civil rights audits in response to shareholder pressure.
The growing popularity of the shareholder proposal has coincided with the rise of environmental, social and governance (ESG) funds and ESG investing, which has exploded in popularity over the last five years. Shareholders now feel empowered to ask for more transparency from companies about climate considerations, worker treatment, human rights and corporate social responsibility.
“There are a lot more people who are wanting to vote their conscience, they want to make money and maximize their investments. That’s driving a lot of it,” Michael Connor, the director of the corporate accountability advocacy group Open Mic, told Protocol.
In late 2021, the Securities and Exchange Commission made it much harder for companies to block social responsibility and climate-related proposals from the annual proxy statement that lists out shareholder votes. Companies will typically ask the SEC to throw out shareholder proposals that could be seen as “micromanagement” of the business, but the new guidance makes it more difficult for companies to successfully argue that social good-related proposals would inappropriately interfere with business decisions.
Amazon’s own proxy statements reflect this historical pattern. In 2018 and the years prior, the statements usually listed only a handful of proposals. These were generally broad in their demands, asking about issues like “sustainability” and “human rights risks” but lacking detailed company specificity. The company’s rebuttal to the proposal averaged anywhere from one sentence recommending against to about a page’s length of explanation.
But in 2019, the number of proposals skyrocketed to 12 and has remained above 10 in the years since, hitting the record-high 15 this year. While some of the proposals are still fairly broad like those commonly seen in earlier years, many of them now discuss specific company products and controversies. The rebuttals from Amazon are correspondingly much more specific, often spanning several pages and including significant amounts of data.
A floor resolution will also be introduced at the meeting by warehouse worker Daniel Olayiwola — who bought more Amazon stock when he realized he could participate in shareholder proposals — asking that Amazon end its use of productivity metrics and workplace surveillance. Olayiwola, who will be the first warehouse worker to present a his own resolution at an Amazon shareholder meeting, has long been angry with Amazon’s productivity expectations and believes the company doesn’t properly value its workforce. But he doesn’t want to quit — he wants the company to change. "A lot of people are like, ‘If you don’t like it, just quit,” he said. “But winners never quit, and quitters never win. I’ve been working at Amazon for years, and I’m still there."In its three-page rebuttal to a different resolution calling for an independent audit of warehouse working conditions, Amazon urges shareholders to vote against the proposal because “safety is integral to everything we do at Amazon” and the company is transparent about its injury rates and workplace safety data. Olayiwola told Protocol that Amazon has never spoken to him about his particular issues or about this resolution.
Bathool Syed, a strategy manager at Amazon Prime Video, said the same about the resolution she helped introduce that demands a report on whether the company is selling technology to governments conducting human rights violations. The report cites the sale of AWS products to China, Israel and U.S. Immigration and Customs Enforcement as among those particularly concerning because their “history of rights-violating behavior pose risks to the company.”
“I think it’s really unfortunate that Amazon won’t engage,” Syed said. “We brought these honestly with the hope that Amazon would respond. Of course, we may not have been super optimistic that we would receive a response, but we did go into it with the desire to be able to have conversations about this issue, and we would love to still have it.”
“Amazon is combative in a way that others are not. It generally does not respect the shareholder voice,” Connor said. “Amazon by and large does not engage with shareholders. All you have to do is look at their record with employees and all the rest — they are a tough company to do business with. I understand it, but I don’t respect it.”
Amazon pointed Protocol to its 2022 proxy statement when asked for comment. “In a typical year, we will engage with dozens of shareholders, including our largest shareholders, two to three times a year. This outreach is complementary to the hundreds of touchpoints our Investor Relations team has with shareholders each year. We find it beneficial to have ongoing dialogue with our shareholders throughout the year on a full range of investor priorities (instead of engaging with shareholders only prior to our annual meeting on issues to be voted on in the proxy statement),” the company wrote in the proxy statement.
Despite Amazon’s refusal, Connor believes that these resolutions have power because they force investors and the board to consider these issues and evaluate whether they could pose financial risks for the company. For example, in 2021, the New York State Common Retirement Fund proposed a racial equity audit in its shareholder proposal, and the vote earned about 44% in favor. The New York Pension fund then proposed a similar audit for 2022’s vote, but was pre-empted because Amazon announced in April of this year that it would indeed conduct an audit and had hired former New York Attorney General Loretta Lynch to lead the effort.
“That’s not something that can be easily ignored, that’s a big deal,” Connor said. “That’s an example of a shareholder proposal that was filed and has achieved something.”
“If you get 20[%]-30% of a vote, the board of directors knows who you are and they are familiar with that issue,” he said.
Correction: This story was updated May 25, 2022, to include the correct proposal from Daniel Olayiwola.
