Amazon 2023 Fair Elections

Amazon 2023 Fair Elections

Amazon 2023. Fair Elections is just one of many issues to be voted on before the annual meeting at 9:00 am Pacific on May 24, 2023. Vote Against Bezos, Cooper, Gorelick, Huttenlocher, McGrath, Rubinstein, Stonesifer; For Fair Elections #15 & many shareholder proposals. Join the meeting with your control number.

The Shareholder, Inc. engages in the retail sale of consumer products and subscriptions through online and physical stores in North America and internationally. It operates through three segments: North America, International, and Amazon Web Services (AWS). I voted with the Board’s recommendations 18% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A).  Read Warnings. Good corporate governance generally results in better profits and a better society. However, I don’t prioritize profits over our natural environment and human needs, especially when companies externalize costs. (see The Shareholder Commons)

Amazon 2023: ISS Rating, Inc.’s ISS Governance QualityScore as of May 1, 2023, is 10. The pillar scores are Audit: 4; Board: 8; Shareholder Rights: 2; Compensation: 10. Corporate governance scores courtesy of Institutional Shareholder Services (ISS). Scores indicate decile rank relative to index or region. A decile score of 1 indicates lower governance risk, while a 10 indicates higher governance risk.

Amazon 2023: How I Voted

ItemEgan-Jones Vote
1A-1K – Election of Directors

For, Except  Rubinstein

Against: Bezos, Cooper, Gorelick, Huttenlocher, McGrath, Rubinstein, Stonesifer
2 – Ratification of the Appointment of Independent AuditorsAgainstAgainst
3 – Advisory Vote to Approve Executive CompensationForAgainst
4 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation1 YEAR1 YEAR
5 – Reapproval of the 1997 Plan for Purposes of French Tax LawForAgainst
6 – Shareholder Proposal Requesting A Report On Retirement Plan OptionsForFor
7 – Shareholder Proposal Requesting A Report On Customer Due DiligenceForFor
8 – Shareholder Proposal Requesting Reporting On Content And Product Removal/RestrictionsForFor
9 – Shareholder Proposal Requesting A Report On Content Removal RequestsForAgainst
10 – Shareholder Proposal Requesting Additional Reporting On Stakeholder ImpactsForFor
11 – Shareholder Proposal Requesting Alternative Tax ReportingForFor
12 – Shareholder Proposal Requesting Additional Reporting On Climate LobbyingAgainstFor
13 – Shareholder Proposal Requesting Additional Reporting On Gender/Racial PayForFor
14 – Shareholder Proposal Requesting An Analysis Of Costs Associated With Diversity, Equity, And Inclusion ProgramsForAgainst
15 – Shareholder Proposal Requesting an Amendment to the Company’s Bylaws to Require Shareholder Approval for Certain Future AmendmentsForFor
16 – Shareholder Proposal Requesting Additional Reporting On Freedom Of AssociationForFor
17 – Shareholder Proposal Requesting a New Policy Regarding the Company’s Executive Compensation ProcessForFor
18 – Shareholder Proposal Requesting Additional Reporting On Animal Welfare StandardsAgainstFor
19 – Shareholder Proposal Requesting An Additional Board CommitteeForFor
20 – Shareholder Proposal Requesting An Alternative Director Candidate PolicyAgainstFor
21 – Shareholder Proposal Requesting A Report On Warehouse Working ConditionsForFor
22 – Shareholder Proposal Requesting A Report On Packaging MaterialsAgainstFor
23 – Shareholder Proposal Requesting A Report On Customer Use Of Certain TechnologiesForFor

Amazon 2023 Votes ExplainedEgan-Jones

CEO pay is not tied to performance against a greenhouse gas emissions reduction target verified by the SBTI and short and long-term diversity, equity, and inclusion targets linked to the implementation of a racial justice audit’s recommendation. The previous year’s restricted shares and stock options awarded to the CEO vest over less than five years. CEO pay is not tied to ESG performance. The Company’s CEO-to-median employee pay ratio was 6,474:1 in 2021. You can’t make up for that in a year or two. I voted against the pay packages.

I voted against overboarded and over-tenured directors, as well as those on the compensation and nominating committees. Ernst & Young has served 27 years, so independence could be compromised.

As You SowIconikappOf course, I voted for our proposal on Fair Elections, #15. There are just too many shareholder proposals to go through. I voted against a couple of misleading proposals from the National Legal and Policy Center. Most of the rest were submitted by friends who are also members of the Interfaith Center for Corporate Responsibility. See the voting rationale on ICCR’s site.

I had help with my voting from Egan-Jones, my own proxy voting policy through Iconikapp. and by briefly looking and some funds that announce their votes in advance. Note: you can automate all your proxies to be voted according to human values by signing up for the iconik/AYS app. In about two minutes, you’ll vote all your proxies according to values that balance environment, social, governance, and profitability. More information at Free Proxy Advisor From As You Sow & Iconikapp. I have a more customized version, so your results with the iconik/AYS app may differ. Now, you can also sign-up for automated voting with iconikapp through Third Act.
Third Act

Amazon 2023: My Fair Elections Proposal

This proposal is from me, James McRitchie. In 2002 I petitioned the SEC for proxy access. It took three rulemakings and a court battle. More than 20 years later, 81% of S&P 500 companies, including Amazon, have something called proxy access. Unfortunately, it requires that nominating groups hold 3% for 3 years AND groups are limited to 20 members.

That sets up a situation where proxy access can’t really be done without one of the Big Four fund families. They administer retirement savings plans for companies and have never even filed a shareholder proposal, let alone challenged directors. Therefore, proxy access has gone unused.

Now, after decades, the SEC adopted Rule 14a-19, allowing shareholders, under specified conditions, to split votes between board nominees and challengers without attending annual meetings. But will the universal proxy rule will go the way of so-called proxy access?

After reading bylaws adopted by Masimo, Bloomberg’s Matt Levine speculated that company bylaws might demand challengers submit disclosures on paper woven from unicorn manes, with requirements waived for the board’s nominees.

 We can all agree there should be some limits on what Boards can require without seeking shareholder approval in advance or at least within a year or so of adoption. I filed 30 proposals like the one before you. We reached agreements at about 1/3 of the companies based on guardrails that preserve the rule’s intent.

All shareholder proposals are advisory. Even if we win overwhelmingly, boards are free to ignore them or to adopt whatever they please.

Your vote FOR this proposal can help us reach a similar agreement with Amazon, either before the next annual meeting or after an even higher vote next year based on a revised proposal that reflects agreements reached with other companies to protect the rights of shareholders, maybe something like our more recent proposal at Procter and Gamble.

Please Vote FOR proposal Number 15.

Other Recommendations

You might want to look up how a few funds voted in our Shareowner Action Handbook.

Amazon 2024: Mark Your Calendar

To be considered for inclusion in the proxy statement and proxy card for the 2024 Annual Meeting, proposals of shareholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 and shareholder director nominations pursuant to the proxy access provisions of the Bylaws must be submitted in writing to the Corporate Secretary of Amazon. com, Inc., at the address of our principal offices (see page 1 of this Proxy Statement), and must be received no later than 6:00 p.m., Pacific Time, on Friday, December 15, 2023 and, in the case of a proxy access nomination, no earlier than Wednesday, November 15, 2023. The submission of a shareholder proposal or proxy access nomination does not guarantee that it will be included in our proxy statement.


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