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."
