AMAZON.COM, INC. | SHAREHOLDER PROPOSAL REQUESTING A POLICY TO DISCLOSE DIRECTORS’ POLITICAL AND CHARITABLE DONATIONS

Status
Filed
AGM date
Previous AGM date
Proposal number
15
Resolution details
Company ticker
AMZN
Lead filer
National Legal and Policy Center
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Lobbying / political engagement
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Consumer Discretionary
Company HQ country
United States
Resolved clause
RESOLVED: Shareholders request the Board adopt as policy, and amend the governing documents as necessary, to require
director nominees to furnish the Company, in sufficient time before publication of the annual proxy statement, information
about their political and charitable giving. The information would be most valuable if it contained:
• a list of his or her donations to federal and state political candidates, and to political action committees, in amounts that
exceed $999 per year, for the preceding 10 years;
• a list of his or her donations to nonprofit (under all IRS categories) and charitable organizations, in amounts that exceed
$1,999 per year, for the preceding five years.
Information that nominees provide to the Company shall be made conveniently available to shareholders and the public at
the time the annual proxy statement is issued.
Whereas clause
WHEREAS: Viewpoint disagreements around the world have intensified, and businesses are caught in the middle. While
shareholders should expect corporate engagement over matters that affect operations - like taxation and regulation - many
companies get involved in contentious matters unrelated to those companies’ core businesses and are off-putting to
many customers, often damaging their brands.
Supporting statement
SUPPORTING STATEMENT: Corporate support of potentially controversial stances, especially on social and cultural issues,
can damage relationships with customers, employees, and investors, and present material risks to companies’ reputation
and sustainability. For example:
• Consumers boycotted Bud Light following advertising efforts featuring transgender influencer Dylan Mulvaney. The
backlash resulted in the brand losing its status as the best-selling beer in the United States.1 Parent company
Anheuser-Busch InBev lost 28 percent in pre-tax profit during the second quarter of 2023, and the situation worsened in
Q3, resulting in another 29 percent drop in adjusted U.S. earnings.2
• Target Corporation highlighted its sale of sexually and socially charged children’s products and huge corporate donations
to deeply partisan organizations whose goals are antithetical to Target’s core customers. The resultant backlash lost the
company $10 billion in market value over ten days.3 Its quarterly sales fell for the first time in six years,4 despite increased
consumer spending during that period.5
Amazon.com, Inc. (“Company”) is not exempt. It donated at least $10 million6 to groups7 that support lenient criminal
justice policies following the death of George Floyd, policies that have destroyed many U.S. inner cities. Despite warnings,
the Company’s executive chair remained intransigent and tone-deaf.8 Unsurprisingly, the Company has now suffered a crime
epidemic in its home city of Seattle.9
Corporate underperformance can be avoided if directors exercise greater risk oversight objectively. “Amazon’s Board of
Directors is responsible for the control and direction of the company,”10 but shareholders are uninformed about members’
ideological and political views.
Greater transparency is needed to allow shareholders to know whether our Board suffers partisan capture and therefore
the group-think and ideological blinders that have cost some companies dearly in recent years

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