Amazon rejects all 11 shareholder proposals including the employee-led climate resolution at Annual shareholder meeting

Amazon shareholders on Wednesday in an annual company meet voted down a proposal from more than 7,500 Amazon employees for climate justice. Employees in the proposal have put forward demands for Jeff Bezos to create a comprehensive climate-change plan for the company. Last week employees also received support from two of the largest proxy advisors to institutional investors, which agreed that shareholders should vote Yes for the proposal. But yesterday these efforts faced a major setback when the shareholders did not pass the proposal.

Amazon’s annual proxy statement included 11 resolutions including Amazon’s controversial facial recognition technology, demands for more action on climate change, salary transparency, and other equity issues.

According to reports from Geekwire, all 11 resolutions have been voted down by the shareholders. Amazon did not release shareholder vote totals yesterday but said information would be filed with the U.S. Securities and Exchange Commission later this week.

Listed below are the 11 resolutions presented 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: 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.

About 50 members of the group Amazon Employees for Climate Justice attended the event, representing the staffers who signed a letter for climate policy. Employees put forth a proposal at the meeting requesting the Amazon’s board of directors to accept it and take action. But the board advised shareholders to vote against it, and as a result the proposal was not passed by the shareholders.

Inside the meeting, a group of Amazon employees asked the company to take action on climate change, they all stood in white shirts in support of the resolution.

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After the proposal failed to pass, employees attempted to address Amazon CEO Jeff Bezos directly during the Q&A session. Emily Cunningham, an Amazon UX designer and an organizer of the climate change initiative group, asked Bezos to come on stage to hear the proposal before making her case. Bezos chose to not appear at that point instead David Zapolsky, Amazon’s General Counsel responded to Emily.

“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,” Emily said in her speech. She added, “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.”

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“Jeff remained off-stage, ignored the employees and would not speak to them,” the group said in a statement after the event. “Jeff’s inaction and lack of meaningful response underscore his dismissal of the climate crisis and spoke volumes about how Amazon’s board continues to de-prioritize addressing Amazon’s role in the climate emergency.”

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“Amazon has the scale and resources to spark the world’s imagination and lead the way on addressing the climate crisis,” said Jamie Kowalski, a software engineer who co-filed the resolution and attended the shareholder meeting. “What we’re missing is leadership from the very top of the company.”

The climate proposal requested a report outlining how Amazon “is planning for disruptions posed by climate change” and “reducing company-wide dependence on fossil fuels”, citing Amazon’s coal-powered data centers and the amount of gasoline burnt for package deliveries. At a press conference following the shareholder meeting, the employees suggested Amazon should put forth a timeline for reaching a zero emission goal.

The proposal also put forth data of other tech giants who had released reports on their contributions to climate change and have committed to addressing concerns. For example, Microsoft since 2012 has pledged to decrease its operational carbon emissions 75% by 2030. Google has been carbon neutral since 2007.

In its response to the proposal, Amazon’s board noted it has committed to reaching a net zero carbon footprint on 50% of shipments by 2030. Amazon also has a plan to power its global infrastructure, including Amazon Web Services (AWS), with sustainable energy. Other cloud providers including Google and Azure offset energy usage for hosting to reach a zero carbon footprint while AWS does not.

The board said it agreed that “planning for potential disruptions posed by climate change and reducing company-wide dependence on fossil fuels are important” but defended the stance by saying Amazon was already doing this and suggested shareholders vote against the proposal.

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

Bezos said in a response, “That’s a very important issue. 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 concluded.

The employee group said in the press conference that the board’s stance on the proposal made it difficult to pass. And they further insisted they would continue to pressure Amazon.

“Because the board still does not understand the severity of the climate crisis, we will file this resolution again next year,” said Weston Fribley, another software engineer who co-filed the resolution. “We will announce other actions in the coming months. We – Amazon’s employees – have the talent and experience to remake entire industries with incredible speed. This is work we want to do.”

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Amazon rejects all 11 shareholder proposals including the employee-led climate resolution at Annual shareholder meeting

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