In unusually close votes, Amazon shareholders send messages on executive pay, labor and the environment – GeekWire

A poster in Seattle promoting an Amazon shareholder resolution on plastics. (Photo GeekWire/Todd Bishop)

New figures reveal underlying opposition from Amazon shareholders to the company’s board and management on issues such as executive pay, the environment and working conditions.

In a regulatory filing on Friday afternoon, Amazon released the vote totals for its annual shareholder meeting held on Wednesday morning.

There were more close votes than at any time in recent Amazon history. In several cases, the result would have been reversed had it not been for the presumptive votes of Jeff Bezos, founder and executive chairman of Amazon, who has voting rights to 12.7% of the company’s outstanding shares.

Shareholders came within 6 percentage points of a majority vote opposing Amazon’s top executive compensation packages; and within 2 points of the approval of a shareholder resolution calling on the company to seek new ways to reduce its use of plastic packaging to combat ocean pollution.

A resolution calling for a detailed report on Amazon’s lobbying activities and expenditures won 47% of shareholder votes.

Another, calling for an independent audit and report on working conditions in warehouses, got 44% of the vote.

The detailed results indicate a degree of dissatisfaction that was not evident when Amazon announced at Wednesday’s meeting that shareholders had approved the company’s proposals and rejected a record 15 shareholder resolutions.

Shareholders were more united on the issue of a 20-to-1 stock split, the company’s first stock split in more than two decades. About 84% of outstanding shares were voted in favor of the plan, designed to make individual stocks more affordable. The company says the stock split will be reflected in existing shareholder accounts on or around June 3, and trades will be adjusted for the split from June 6.

Shares of Amazon closed Friday at $2,302.93, up more than 3.6% for the day, taking its market value to $1.17 trillion.

Shareholder votes are calculated based on the number of shares cast for or against each proposal, with 50% required to pass a resolution.

The Amazon Table recommended a vote against each of the shareholder proposals, saying he agreed with the sentiment in many cases, but either had already taken action or disagreed with the proposed ways to resolve the issue.

Executive compensation

The vote on executive pay was advisory and would not have overturned executive compensation packages even if it received less than 50% support. However, it is a way for shareholders to express their collective opinion on the matter, which could influence how the board of directors approaches the matter in the future.

In an unusual move ahead of the meeting, shareholder advisory firms Institutional Shareholder Services and Glass Lewis both recommended that shareholders vote against the compensation packages for executives, including Amazon CEO Andy Jassy, ​​calling them excessive and misaligned with company performance.

Amazon has provided a detailed defense and explanation of its compensation practices in his proxy statementsaying he believes in granting a “modest base salary” as well as stock awards that naturally rise or fall in value based on trends in the company’s stock price, aligning the interests of managers over those of shareholders.

The company pointed out that the vast majority of Jassy’s aggregate compensation of more than $212 million came from a one-time grant of 61,000 Amazon shares that will vest over 10 years. The grant was awarded at the same time as Jassy took over from Bezos as CEO last year.

See Amazon’s 2022 Proxy Statementpage 98, for footnotes and other details.

Extraordinary stock awards were also granted to Amazon Worldwide Consumer CEO Dave Clark and Amazon Web Services CEO Adam Selipsky as part of their multi-year appointments to these positions.

Plastic packaging and ocean health

The shareholder proposal on plastic packaging waste was filed by a shareholder advocacy group as you sowand supported by the ocean conservation advocacy organization Oceane, who considers that Amazon’s plastic packaging waste grew 29% in 2020 to nearly 600 million pounds. Oceana promoted the resolution in Seattle with billboards, posters, and canvassing teams.

The proposal received more than 35% support last year, and nearly 49% this year.

“Amazon needs to fix — and stop dodging — its plastic problem,” Matt Littlejohn, senior vice president of Oceana, said in a statement after the vote. “The fact that nearly 49% of its shareholders are calling on the company to fix this issue is a clear signal that change needs to happen.”

Before the vote, the council said in his power of attorney that it has “taken steps to reduce dependence on the use of plastics in a number of areas, including products made by other companies, packaging for shipping and delivery, our Amazon and d ‘other private label appliances, and our physical stores’.

The company is committed to achieving net zero carbon by 2040 as part of its Climate Pledge.

Labour, union and safety issues

Several proposals related to labor issues. They come as Amazon faces continued organizing efforts at its warehouses and scrutiny of injury rates in its distribution network.

The proposal which received 44% of the vote was brought to the meeting by Isaiah Thomas, a warehouse worker from Bessemer, Alabama who has become a flashpoint in the labor campaign.

Thomas called Amazon’s working conditions “physically unsustainable”, “abusive” and “ruthless”, saying its facilities “are more stressed and considerably more dangerous” than any other warehouse.

“Perhaps that’s why Amazon has an estimated employee turnover rate of over 150%,” he added. “Shareholders, you will need to apply for a warehouse job at this rate. Investors like to think about their returns. But what about the safety of the people who helped you get that feedback? »

The proposal called for “an independent audit and report on the working conditions and treatment faced by Amazon’s warehouse workers, including the impact of its policies, management, performance measures and her goals”.

New Amazon CEO Andy Jassy speaks at the 2021 GeekWire Summit. (GeekWire Photo/Dan DeLong)

Responding to a question from a shareholder about warehouse security issues at the meeting, Jassy said he personally spent time with the numbers and discovered that “there are many ways to spin this data”. .

Jassy cited the fact that injury rates are higher for new workers, noting that Amazon hired 300,000 people in 2021 alone.

“If you look at the industry averages versus our numbers, we’re a little higher on warehousing and a little lower on couriers, couriers and groceries, so around average, but I don’t no consolation for being average,” he said. “We want to be the best in the industry.”

He cited several company initiatives to improve safety, including wearable technology that lets workers know when they’re moving in a way that could lead to injury, and algorithms that predict when repetitive actions could cause injuries, so that workers can be moved to different activities.

Jassy acknowledged that the company has “a lot of work to do here”. However, he added, you can bet we’re going to be very focused on that.

Judith McGrath, an Amazon executive since 2014, was previously CEO and president of MTV Networks. (Amazon Photo)

A longtime Amazon executive, Judith McGrath, received 78% of the votes in favor of his re-election to the board of directors. Nominated administrators generally receive more than 90% approval.

Lewis glass and New York City officials had lobbied against McGrath’s re-election, citing issues with worker treatment and executive compensation, and her role as chair of Amazon’s board leadership development and compensation committee.

Amazon released a statement defending the board’s leadership development and compensation committee, saying in part that the committee “takes its role very seriously and has overseen human capital management at a time when Amazon has been routinely challenged. recognized as one of the best employers”.

The company also cited several measures of progress on issues such as safety, diversity, equity, inclusion and compensation.

See Amazon Proxy Statement 2022 for more details on each proposal and the company’s responses.

Update, Saturday morning: New York City Comptroller Brad Lander issued a statement on the results of the votecalling the vote on McGrath a “scathing rebuke to Amazon management over high injury rates, unsustainable turnover, and gross violations of workers’ rights to freedom of association.”

Corrected reference to the organization that tabled the plastic packaging resolution.

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