Wednesday, September 23, 2020
Sept. 23, 2020

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Activist shareholders again target Amazon with barrage of governance and social justice proposals

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SEATTLE — Amazon is again the target of activist shareholders seeking changes at the company or more information about how it operates.

In proposals that could be voted on at this spring’s shareholder meeting, they’ve asked the company to assess its business risks related to third-party sellers, worker health and safety and lobbying policies, among other topics.

It’s the second year in a row that Amazon has been the focus of a campaign of shareholder resolutions related to environmental, social and governance issues coordinated by the Interfaith Center on Corporate Responsibility (ICCR), which announced a slate of a dozen proposals from its members Tuesday. Other proposals were submitted by employees and other stock owners.

Nadira Narine, ICCR’s senior program director for strategic initiatives, said the rationale for the ongoing focus on Amazon is simple.

“The bottom line is that this company is huge, and we haven’t seen it addressing the range of risks that it’s exposed to given its sheer size and the number of markets it’s in,” she said.

Amazon said in a statement it is “committed to the creation of good jobs, a sustainable future, and flourishing communities, the protection of customer privacy, a strong economy, and successful small and medium-sized businesses.”

The company did not comment on individual proposals or the coordinated campaign. It has challenged at least nine proposals, including six from ICCR members, seeking to keep them off of its 2020 proxy statement.

A company’s challenges — known as “no-action requests” — provide a partial picture of the number of shareholder proposals. Proposals that go unchallenged might not be disclosed until a company files its proxy statement.

This year, JPMorgan Chase is another top recipient of shareholder proposals, alongside Google parent company Alphabet, Facebook and perennial targets in the oil and gas sector, such as ExxonMobil, said ICCR communications director Susana McDermott.

Last year, a dozen proposals, including nine from ICCR members, appeared on Amazon’s proxy statement — a ballot voted on by shareholders at the company’s annual meeting, typically held each May. None passed, though several attracted substantial shareholder support. Several have been resubmitted this year.

Even if they don’t pass, the proposals can draw management and media attention to issues of concern.

A group of Amazon employees in late 2018 submitted a climate change proposal, asking Amazon to disclose its plans for reducing fossil fuel dependence and weathering disruptions due to climate change. In early 2019, the company pledged to make half of its deliveries net carbon neutral by 2030.

At the 2019 shareholder meeting, members of the Amazon Employees for Climate Justice (AECJ) group presented their proposal and asked chairman and CEO Jeff Bezos directly to commit the company to specific targets and timelines for reducing emissions.

Bezos, in September, committed Amazon to be net carbon neutral by 2040.

Members of AECJ submitted a proposal for this year’s proxy statement seeking a report on Amazon’s efforts to identify and reduce environmental and health harms to communities of color stemming from its operations. The employee group did not provide a copy of the proposal and a representative declined to comment Tuesday.

Activist shareholders, including specialty investment funds, religious organizations and labor and environmental groups, typically file proposals after other avenues to engage with company management have failed.

Bruce Herbert, CEO of Seattle-based Newground Social Investment, said shareholder activists focused on Amazon have become better organized in the last year, yielding results. He and Narine said Amazon has been more responsive and willing to talk with shareholders advocating for change.

(But not in every case. Herbert said Newground did not receive substantive engagement from Amazon on its proposal seeking detailed reporting on direct and indirect lobbying policies and spending.)

“We now have much more of a pattern of engagement with the company and understanding with each other, [presenting] a united front that is more cogent and effective,” Herbert said, adding that the best case is when a company agrees to changes before an issue is brought up for a vote. “The most successful outcomes are the ones you never hear about because they don’t show up in the proxy.”

Meanwhile, proposed changes to SEC rules threaten to make it harder for activists to bring issues before shareholders for a vote. One change under consideration would require a shareholder to own $25,000 of stock in a company continuously for a year to submit a proposal, up from the current requirement of $2,000. A shareholder with a $2,000 stake would have to hold it for at least three years to submit a proposal.

Members of AECJ said in comments to the SEC that the new thresholds “will greatly hinder our ability to bring forth future successful resolutions that serve to benefit and inform the public market,” NBC News reported this month.

Several of this year’s ICCR member proposals cite reporting on Amazon by journalists.

One from lead filer Mercy Investment Services asks for a report on efforts to reduce unsafe products listed by third-party sellers on Amazon’s site and refers to a Wall Street Journal investigation. Amazon challenged the proposal.

The company said in a statement it “is tremendously committed to helping its third party selling partners who account for more than half of everything sold in our stores.” Amazon said it spent $15 billion to help third-party sellers with tools, infrastructure and services including education and guidance on marketing and brand protection.

Another proposal, submitted by the Teamsters union, asks for a report on steps Amazon has taken to reduce the risk of accidents in its fulfillment centers and delivery network. It cites the Center for Investigative Reporting’s findings on higher-than-average injury rates at some Amazon warehouses. Amazon challenged the proposal.

One proposal asks for an assessment of human rights impacts throughout Amazon’s supply chain. Another asks for a human rights policy applicable to its own operations and subsidiaries that specifically affirms the rights of workers to join unions and collectively bargain. The former is from anti-poverty group Oxfam America, and the latter from Ohman, the Swedish investment group. Amazon challenged both.

In its statement, Amazon said it “is committed to ensuring the people, workers, and communities who support our business model are treated with fundamental dignity and respect.” The company supports and respects agreements including the Core Conventions of the International Labour Organization and its Declaration on Fundamental Principles and Rights at Work, as well as the United Nations Universal Declaration of Human Rights.

Two proposals refer to Amazon’s creation and sale of facial recognition technology.

One, submitted by Harrington Investments, asks for an independent study of the extent to which Amazon’s Rekognition technology “may endanger, threaten or violate privacy and/or civil rights, and unfairly or disproportionately target or surveil people of color, immigrants and activists in the United States;” the extent to which it may be “marketed and sold to authoritarian or repressive governments”; and the potential loss of goodwill or other financial risks to the company.

Another, from the Sisters of St. Joseph, Brentwood, asks for an independent assessment of customer due diligence to determine whether customer use of “its surveillance and computer vision products or cloud-based services contributes to human rights violations.” Amazon challenged the proposal.

Other proposals call for:

An independent board chair. Bezos is both chairman and CEO, an arrangement that weakens corporate governance, proponent the AFL-CIO argues.

A report on global median gender and racial pay gaps that proponent Arjuna Capital asserts would be more detailed than the company’s current reports, which compare pay gaps among employees in similar jobs. ( On this basis, Amazon reported that in 2018 women earned 99.5% of the compensation earned by men, and minorities earned 98.5% as much as nonminorities.)

A report on how quickly employees are promoted, broken down by title, gender and racial identity.

A report assessing the feasibility of including measurements of environmental and social considerations and senior executive diversity into compensation plans, submitted by Zevin Asset Management.

A report on efforts to “address hate speech and the sale or promotion of offensive products throughout its businesses,” from the Nathan Cummings Foundation, the family foundation of the founder Consolidated Foods.

A report on the environmental and social impacts of food waste, from JLens Network, a Jewish impact investing network.

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