The 2019 Amazon Proposals

Risks of Sales of Facial Recognition Software

Proponent: Sisters of St. Joseph of Brentwood

RESOLVED, shareholders request that the Board of Directors prohibit sales of facial recognition technology to government agencies unless the Board concludes, after an evaluation using independent evidence, that the technology does not cause or contribute to actual or potential violations of civil and human rights. 

Proxy Exempt Solicitation

Independent Study of Rekognition:

Proponent: Harrington Investments

RESOLVED: Shareholders request the Board of Directors commission an independent study of Rekognition and report to shareholders regarding:

  • The extent to which such 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 such technologies may be marketed and sold to authoritarian or repressive foreign governments, identified by the United States Department of State Country Reports on Human Rights Practices;
  • The financial or operational risks associated with these human rights issues. 

Proxy exempt solicitation

Report on Efforts to Address Hate Speech

Proponent: Nathan Cummings Foundation

RESOLVED: Investors request that Amazon report on its efforts to address hate speech and the sale of offensive products throughout its businesses. The report should be produced at reasonable cost, exclude proprietary information and discuss Amazon's process to develop policies to address hate speech and offensive products, the experts and stakeholders it consulted while developing these policies and the enforcement mechanisms it has put in place, or intends to put in place, to ensure compliance. 

Reduce Food Waste

Proponent: JLens Network

RESOLVED: Shareholders request that, Inc. issue an annual report, at reasonable cost and omitting proprietary information, on the environmental and social impacts of food waste generated from the company’s operations given the significant impact that food waste has on societal risk from climate change and hunger. 

Proxy Exempt Solicitation

Amazon’s Plans for Disruptions Posed by Climate Change

Proponent: Amazon Employees 

RESOLVED: Shareholders request that Amazon’s Board of Directors prepare a public report as soon as practicable describing how Amazon is planning for disruptions posed by climate change, and how Amazon is reducing its company-wide dependence on fossil fuels. The report should be prepared at reasonable expense and may exclude confidential information. 

Proxy Exempt Solicitation and Proxy Memo 

Executive Pay-Incorporate Diversity & Sustainability Metrics 

Proponent: Zevin Asset Management

RESOLVED: Shareholders request the Board Compensation Committee prepare a report assessing the feasibility of integrating sustainability metrics, including metrics regarding diversity among senior executives, into performance measures or vesting conditions that may apply to senior executives under the Company’s compensation plans or arrangements. For the purposes of this proposal, “sustainability” is defined as how environmental and social considerations, and related financial impacts, are integrated into long-term corporate strategy, and “diversity” refers to gender, racial, and ethnic diversity.  

Proxy Exempt Solicitation

Independent Board Chair

Proponent: SumofUs

RESOLVED: Shareholders of Inc. (“Amazon”) ask the Board of Directors to adopt a policy, and amend the bylaws as necessary, to require the Chair of the Board to be an independent director. The policy should provide that (i) if the Board determines that a Chair who was independent when selected is no longer independent, the Board shall select a new Chair who satisfies the policy within 60 days of that determination; and (ii) compliance with this policy is waived if no independent director is available and willing to serve as Chair. This policy shall apply prospectively so as not to violate any contractual obligation.

Majority Vote

Proponent: Investor Voice

RESOLVED: Shareholders ask the Board of, Inc. to take steps to amend Company governing documents to provide that all non-binding matters presented by shareholders shall be decided by a simple majority of the votes cast FOR and AGAINST an item. This policy would apply to all such matters unless shareholders have approved higher thresholds, or applicable laws or stock exchange regulations dictate otherwise. 

Proxy Exempt Solicitation

Gender Pay Equity

Proponent:Arjuna Capital

RESOLVED: Shareholders request Amazon report on the company’s global median gender pay gap, including associated policy, reputational, competitive, and operational risks, and risks related to recruiting and retaining female talent. The report should be prepared at reasonable cost, omitting proprietary information, litigation strategy and legal compliance information. The gender pay gap is defined as the difference between male and female median earnings expressed as a percentage of male earnings (Organization for Economic Cooperation and Development).


Read Amazon's proxy statement here


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