Resolved clauseShareholders request the Board of Directors oversee the preparation of an annual public report describing and quantifying the effectiveness and outcomes of Pinterest, Inc.'s (Pinterest) efforts to prevent harassment and discrimination against its protected classes of employees. In its discretion, the Board may wish to consider including disclosures such as:
•the total number and aggregate dollar amount of disputes settled by the company related to abuse, harassment or discrimination in the previous three years;
•the total number of pending harassment or discrimination complaints the company is seeking to resolve through internal processes, arbitration or litigation;
•the aggregate dollar amount associated with the enforcement of arbitration clauses;
•the number of enforceable contracts which include concealment clauses that restrict discussions of harassment or discrimination;
•the aggregate dollar amount associated with agreements which contain concealment clauses, and
•the effect of Pinterest's different treatment of gender and race discrimination claims and those of members of other protected classes regarding the enforcement of concealment clauses.
Concealment clauses are defined as any employment or post-employment agreement, such as arbitration, non-disclosure or non-disparagement agreements, that the Company asks employees to sign which would limit their ability to discuss unlawful acts in the workplace, including harassment and discrimination.
Supporting statementSupporting statement
Controversies have surrounded Pinterest's workforce management. Most recently, the Company settled a shareholder derivative suit that alleged breaches of fiduciary duty by current and former officers and directors of Pinterest, that resulted in a pattern of gender and race employment discrimination and retaliation by certain executives at the Company and failures of oversight by the Board. Prior to the derivative action the company settled a discrimination claim brought by a former officer for $22.5 million.
The Securities Exchange Commission has shown increased attention to human capital management issues, as demonstrated by its 2020 rulemaking and the Chairman's public comments about future, more prescriptive disclosure rulemaking. There have been several high-profile derivative suits settled recently, at this Company and others including at Twentieth Century Fox, Wynn Resorts, and Alphabet, alleging boards breached their duties by failing to protect employees from discrimination and harassment, injuring the companies and their shareholders.
A public report such as the one requested would assist shareholders in assessing whether the Company is improving its workforce management. Civil rights violations within the workplace can result in substantial costs to companies, including fines and penalties, legal costs, costs related to absenteeism, and reduced productivity. A company's failure to properly manage its workforce can have significant ramifications, making it more difficult to retain and recruit employees, and jeopardize relationships with customers and other partners.Supporting statement
Controversies have surrounded Pinterest's workforce management. Most recently, the Company settled a shareholder derivative suit that alleged breaches of fiduciary duty by current and former officers and directors of Pinterest, that resulted in a pattern of gender and race employment discrimination and retaliation by certain executives at the Company and failures of oversight by the Board. Prior to the derivative action the company settled a discrimination claim brought by a former officer for $22.5 million.
The Securities Exchange Commission has shown increased attention to human capital management issues, as demonstrated by its 2020 rulemaking and the Chairman's public comments about future, more prescriptive disclosure rulemaking. There have been several high-profile derivative suits settled recently, at this Company and others including at Twentieth Century Fox, Wynn Resorts, and Alphabet, alleging boards breached their duties by failing to protect employees from discrimination and harassment, injuring the companies and their shareholders.
A public report such as the one requested would assist shareholders in assessing whether the Company is improving its workforce management. Civil rights violations within the workplace can result in substantial costs to companies, including fines and penalties, legal costs, costs related to absenteeism, and reduced productivity. A company's failure to properly manage its workforce can have significant ramifications, making it more difficult to retain and recruit employees, and jeopardize relationships with customers and other partners.