Annual shareholder meetings: A new battlefront for tech workers

"There's no such thing as a silver bullet when it comes to corporate change."

Hands holding up protest signs

Investors in tech giants face an especially steep climb due to the massive amount of control that founders retain.

Illustration: Getty Images

For two years running, Alphabet investors have had a chance to hear directly from Google engineers past and present at the company's annual shareholder meeting. In 2020, it was Jack Poulson, an engineer who left the company in 2018 after finding out Google was considering building a search engine for China. This year, it was Andrew Gainer-Dewar, a Google Ads engineer and member of the Alphabet Workers Union, who talked about how Alphabet has retaliated against whistleblowers inside the company.

Both years, Poulson and Gainer-Dewar presented a shareholder proposal brought by Trillium Asset Management, asking for the same thing: a third-party review of Alphabet's whistleblower policies.

Both years, their proposals got voted down.

Proponents of the measure argue that even though it didn't pass, that doesn't mean the effort itself was a failure. "At its heart, this work is about persistence and long-term change," said Jonas Kron, Trillium's chief advocacy officer.

Activist investors and equity-holding employees have used shareholder proposals for decades to publicly urge companies to change their ways. Such proposals have been used effectively to push companies on sustainability goals and change corporate governance structures. But recently, as tech workers have become more vocal about their experiences working for tech giants, a growing number of these proposals have come to directly reflect worker concerns about their employers.

This year alone, in addition to the whistleblower proposal, both Alphabet and Facebook faced proposals that would require them to add someone with civil and human rights experience to their boards. Amazon held votes on a battery of proposals, from a call for a racial equity audit to a proposal that would make hourly workers board director candidates to one that would require more detailed reporting on gender and racial pay disparities. (Disclosure: My husband works for Amazon).

All the proposals failed, but not before racking up hundreds of millions of votes between them. The whistleblower proposal, which was up for a vote two years in a row, roughly doubled in support year-over-year.

To Michael Connor, executive director of Open MIC, a nonprofit that works with sustainable funds to organize shareholder proposals, that's a sign that things are trending in the right direction. "Over time even if shareholder proposals are voted down, it doesn't mean directors don't have a fiduciary duty to worry about those issues and be concerned about them," Connor said.

Connor pointed to several recent efforts where shareholders were able to secure a majority vote after years of trying. Most recently, an activist hedge fund manager pushing for climate-friendly reform was able to replace several of ExxonMobil's board members.

"ExxonMobil was considered bulletproof," Connor said. "That's changed."

But investors in tech giants including Facebook and Alphabet face an especially steep climb due to the massive amount of control that their founders retain. Both companies have dual class share structures that give people like Mark Zuckerberg, Sergey Brin and Larry Page 10 times as many votes per share as other investors.

The vote counts from the most recent annual meeting show just how much power tech founders have to swat away proposals they don't like. A recent vote to get rid of dual class shares at Facebook received just under 28% of votes overall. But take Zuckerberg's votes out, and the proposal won resoundingly with roughly 89% of the vote, according to Connor. The stats were similar at Alphabet, where another proposal focused on equal shares received more than 90% of the vote without including Alphabet's directors and officers, and just 31% with them.

"Alphabet's not a company where any shareholder coalition that doesn't include Larry and Sergey can pass something by vote," Gainer-Dewar said, noting that he was not naive to this fact before giving his presentation on the whistleblower proposal. "Despite being a trillion-dollar company, it's controlled by two people."

He still sees the shareholder proposal process as an important arrow in his quiver. "The members of the board, the shareholders, they're people with power at Alphabet, even if they don't have 50% of the votes," Gainer-Dewar said. "It's an opportunity for us to speak to the tech community and the media community on the big stage."

Just because proposals don't pass doesn't mean they can't have an impact, Kron said. It wasn't long ago that Trillium was pushing Google through the shareholder proposal process to release a sustainability report. The proposal failed, but within a year, Kron said, Google announced it would begin reporting on sustainability benchmarks. Now, Google has committed to run on carbon-free energy before 2030.

Kron acknowledged that changes to public opinion around climate change likely had a lot to do with that evolution, but he believes investors had an important role to play too. "There's no such thing as a silver bullet when it comes to corporate change," he said. "There's only silver bank-shots."

Ifeoma Ozoma, a former Pinterest employee who spoke out about discrimination and retaliation she experienced at the company last year, also views shareholder activism as one of many important pressure points for tech workers seeking change. Ozoma has been pushing for laws in places like California and Ireland that would allow employees to break their non-disclosure agreements in instances when they've experienced illegal harassment or discrimination. The Silenced No More Act, which Ozoma co-wrote, is currently moving through the California State Assembly.

Ozoma said she's also planning to push forward a shareholder proposal that mirrors the bill — though she's not saying yet which company she's targeting. She's hoping that coupling the proposal with looming regulation in California could convince companies to extend these whistleblower protections more broadly, even beyond the places where it's mandated.

"You need to come at it from every single angle," Ozoma said, noting that getting any specific resolution to a vote is beside the point. Her primary aim is to get the issue in front of top tech executives. She's currently working with Open Mic as well as Whistle Stop Capital and an Australian organization called Minderoo Foundation on a game plan.

"How many people get an opportunity to sit down with Sheryl [Sandberg] or whoever else? Those folks are having conversations with major asset managers and investors," Ozoma said. "[This] is a mechanism to have the conversation with the company that you don't have when you're just asking them to do something."


Should startups be scared?

Stock market turmoil is making VCs skittish. Could now be the best time to start a company?

yellow sticky notes on gray wall
Photo by Startaê Team on Unsplash

This week, we break down why Elon Musk is tweeting about the S&P 500's ESG rankings — and why he might be right to be mad. Then we discuss how tech companies are failing to prevent mass shootings, and why the new Texas social media law might make it more difficult for platforms to be proactive.

Then Protocol's Biz Carson, author of the weekly VC newsletter Pipeline, joins us to explain the state of venture capital amidst plunging stocks and declining revenues. Should founders start panicking? The answer might surprise you.

Keep Reading Show less
Caitlin McGarry

Caitlin McGarry is the news editor at Protocol.

Sponsored Content

Why the digital transformation of industries is creating a more sustainable future

Qualcomm’s chief sustainability officer Angela Baker on how companies can view going “digital” as a way not only toward growth, as laid out in a recent report, but also toward establishing and meeting environmental, social and governance goals.

Three letters dominate business practice at present: ESG, or environmental, social and governance goals. The number of mentions of the environment in financial earnings has doubled in the last five years, according to GlobalData: 600,000 companies mentioned the term in their annual or quarterly results last year.

But meeting those ESG goals can be a challenge — one that businesses can’t and shouldn’t take lightly. Ahead of an exclusive fireside chat at Davos, Angela Baker, chief sustainability officer at Qualcomm, sat down with Protocol to speak about how best to achieve those targets and how Qualcomm thinks about its own sustainability strategy, net zero commitment, other ESG targets and more.

Keep Reading Show less
Chris Stokel-Walker

Chris Stokel-Walker is a freelance technology and culture journalist and author of "YouTubers: How YouTube Shook Up TV and Created a New Generation of Stars." His work has been published in The New York Times, The Guardian and Wired.


Data privacy and harassment could spoil Grindr’s Wall Street romance

As it pursues a long-held goal of going public, the gay dating app has to confront its demons.

Grindr may finally be a public company.

Illustration: woocat/iStock/Getty Images Plus; Protocol

Grindr's looking for more than just a hookup with Wall Street. Finding a stable relationship may be tough.

The location-based dating app favored by gay men was a pioneer, predating Tinder by three years. It’s bounced from owner to owner after founder Joel Simkhai sold it in 2018 for $245 million. A SPAC merger could be the answer, but businesses serving the LGBTQ+ community have had trouble courting investors. And Grindr has its own unique set of challenges.

Keep Reading Show less
Veronica Irwin

Veronica Irwin (@vronirwin) is a San Francisco-based reporter at Protocol, covering breaking news. Previously she was at the San Francisco Examiner, covering tech from a hyper-local angle. Before that, her byline was featured in SF Weekly, The Nation, Techworker, Ms. Magazine and The Frisc.

Inside the Crypto Cannabis Club

As crypto crashes, an NFT weed club holds on to the high.

The Crypto Cannabis Club’s Discord has 23,000 subscribers, with 28 chapters globally.

Photo: Nat Rubio-Licht/Protocol

On a Saturday night in downtown Los Angeles, a group of high strangers gathered in a smoky, colorful venue less than a mile from Arena. The vibe was relaxed but excited, and the partygoers, many of whom were meeting each other for the very first time, greeted each other like old friends, calling each other by their Discord names. The mood was celebratory: The Crypto Cannabis Club, an NFT community for stoners, was gathering to celebrate the launch of its metaverse dispensary.

The warmth and belonging of the weed-filled party was a contrast to the metaverse store, which was underwhelming by comparison. But the dispensary launch and the NFTs required to buy into the group are just an excuse: As with most Web3 projects, it’s really about the community. Even though crypto is crashing, taking NFTs with it, the Crypto Cannabis Club is unphased, CEO Ryan Hunter told Protocol.

Keep Reading Show less
Nat Rubio-Licht

Nat Rubio-Licht is a Los Angeles-based news writer at Protocol. They graduated from Syracuse University with a degree in newspaper and online journalism in May 2020. Prior to joining the team, they worked at the Los Angeles Business Journal as a technology and aerospace reporter.


The minerals we need to save the planet are getting way too expensive

Supply chain problems and rising demand have sent prices spiraling upward for the minerals and metals essential for the clean energy transition.

Critical mineral prices have exploded over the past year.

Photo: Andrey Rudakov/Bloomberg via Getty Images

The newest source of the alarm bells echoing throughout the renewables industry? Spiking critical mineral and metal prices.

According to a new report from the International Energy Agency, a maelstrom of rising demand and tattered supply chains have caused prices for the materials needed for clean energy technologies to soar in the last year. And this increase has only accelerated since 2022 began.

Keep Reading Show less
Lisa Martine Jenkins

Lisa Martine Jenkins is a senior reporter at Protocol covering climate. Lisa previously wrote for Morning Consult, Chemical Watch and the Associated Press. Lisa is currently based in Brooklyn, and is originally from the Bay Area. Find her on Twitter ( @l_m_j_) or reach out via email (

Latest Stories