Amazon investors nuke proposed ethics overhaul and say yes to $212m CEO pay

Amazon CEO Andy Jassy's first shareholder meeting was a rousing success for Amazon leadership and Jassy's bank account. But for activist investors intent on making Amazon more open and transparent, it was nothing short of a disaster.

While actual voting results haven't been released yet, Amazon general counsel David Zapolsky told Reuters that stock owners voted down fifteen shareholder resolutions addressing topics including workplace safety, labor organizing, sustainability, and pay fairness. Amazon's board recommended voting no on all of the proposals.

Jassy and the board scored additional victories in the form of shareholder approval for board appointments, executive compensation and a 20-for-1 stock split. Jassy's executive compensation package, which is tied to Amazon stock price and mostly delivered as stock awards over a multi-year period, was $212 million in 2021. 

Amazon said in its Proxy Statement ahead of the meeting that its executive compensation has been incredibly effective, despite some shareholders recently saying they believed the pay scale was unfair and disproportionate to the average Amazon salary. Warehouse workers typically make around $15 per hour, for example.

Activist shareholders defeated

Amazon has faced a lot of flak in recent years for how it treats its employees, as well as for its poor environmental record. Stories from Amazon workers are part of the cultural zeitgeist: Drivers relieving themselves in bottles and warehouse workers trapped during a tornado have all made headlines. 

Momentum was tending toward Amazon's hourly workers, activist shareholders and organizers recently, with their victory in forming a warehouse union in New York City after officials forced a second vote due to Amazon's interference. 

It didn't take long for that momentum to fizzle, though, and only a few weeks later a second NYC Amazon warehouse voted not to form a union. The defeat of all activist shareholder proposals is unlikely to help. 

The proposals all varied in objective, but most took the same form: Reports. The shareholders presenting them wanted investigations into areas where they think Amazon has been less than honest or forthcoming.

The shareholder proposals requested reports on:

• Whether Amazon's retirement plans invested in sustainable businesses
• Whether AWS does due diligence to know if cloud customers are using its services in a way that contributes to human rights violations
• Specific uses of Amazon technologies by government agencies that violate privacy and civil rights
• How to change the director nomination process to require the inclusion of hourly workers
• The sustainability of Amazon's packaging
• Worker health and safety disparities between corporate and hourly employees
• General warehouse working conditions
• Whether Amazon's use of concealment clauses "in the context of harassment, discrimination and unlawful acts" has created risk for shareholders
• Whether Amazon's charitable giving lines up with shareholder interests
• Alternative forms of tax reporting
• Whether freedom of association has been violated
• Where Amazon's lobbying dollars go
• A diversity and equity audit
• Gender/racial pay disparities

Additionally, shareholders proposed adding more candidates than there are board seats to ballots, which was also defeated. 

Amazon responded to most of the proposals with a refrain of "we already disclose that," or "we already do that." Of proposals aimed at shedding light on treatment of employees in its facilities, Amazon said that it has significantly reduced accident rates and that it's committed to health and safety in its facilities. 

That claim stands in contrast to data reported by OSHA in 2021, which found that Amazon warehouse workers were injured nearly twice as frequently as those working in similar facilities. To support its claim that worker safety is improving, Amazon shared its lost time incident rate, which is comparably low. Amazon didn't state whether that statistic included office workers, whose injury numbers would significantly drive the average down. 

In response to environmental reporting proposals, Amazon claimed it's a leader there, too. In 2021 Amazon reported its carbon emissions had gone up 19 percent, but that its carbon expenditure per dollar of profit was lower, thereby making the company greener despite the fact its total emissions rose. ®