Download a PDF of this shareholder proposal

In early April, the SEC ruled that our shareholder proposal urging Amazon to appoint an independent board chair can appear on the company's annual meeting ballot in late May. Amazon had challenged our proposal on spurious grounds, and our victory at the SEC means that investors will have a chance to confront the company's weak corporate governance and its wide-ranging social and environmental issues.

Chair independence is the norm around the world and recommended by both major corporate governance advisory firms, Glass Lewis and ISS. According to an influential Yale School of Management paper, an independent chair promotes better oversight of risk. 

At Amazon, an independent chair would oversee executive management and rein in excessive risk-taking. Jeff Bezos will step down as CEO later this year; however, he and his executive team, including incoming CEO Andrew Jassy, are linked to a record of risky corporate maneuvers. These include: over-the-top anti-union practices on display in this spring's union election at Amazon's Bessemer, Alabama fulfilment center, pursuit of big contracts with the Pentagon and ICE, and a controversial facial recognition product that Amazon limited last year amid complaints that police departments use it in ways that discriminate against Black and Brown people.

Our shareholder proposal (Item 5 on Amazon's proxy ballot) will be up for a vote on May 26. You can read the proposal below and contact us on invest@zevin.com with any questions.