AMAZON.COM, INC. | Amazon Vote on Directors (Patricia Stonesifer)

Status
Filed
AGM date
Previous AGM date
Resolution details
Company ticker
AMZN
Lead filer
SOC Investment Group
Co-filers
Oxfam America, American Baptist Home Mission Society, Institutional Investor Advisory Services India Limited (IiAS)
Resolution ask
Other ask
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Director vote
Filer type
Shareholder
Company sector
Consumer Discretionary
Company HQ country
United States
Supporting materials
Supporting statement
SOC Investment Group, American Baptist Home Mission Societies, Investor Advocates for Social Justice, United for Respect Education Fund and Oxfam America are urging investors to vote AGAINST the re-election of Jonathan Rubinstein, Jamie Gorelick, and Andrew Ng, members of the Amazon.com Inc. Nominations and Corporate Governance Committee (Nom and Gov Committee), and Patricia Stonesifer a former member of the committee, for their decision this year to unilaterally exclude new shareholder proposals filed at the Company.

We believe the Board failed to meaningfully engage shareholder proponents, respond constructively to votes, or refresh the committee overseeing its governance practices. These written materials are shared pursuant to an exemption provided for in Rule 14a-2(b)(1) promulgated under the Securities Exchange Act of 1934.

We believe that responsibility for Amazon’s decision to omit certain shareholder proposals falls principally on the Nom and Gov Committee as per its charter. Further, our understanding is that over the past year this committee was comprised of the three longest tenured independent directors on Amazon’s Board, with Ms. Stonesifer serving since 1997, Mr. Rubinstein since 2010, and Ms. Gorelick since 2012. Ms. Gorelick is also Amazon’s Lead Independent Director. The Amazon.com Annual Meeting of Shareholders will be held on May 20, 2026.

ICCR is hosting a webinar on May 12th at 10:00 A.M. ET to brief investors on key proxy items including the director vote.

For more information:
1) Please read the full letter here: https://iasj.org/wp-content/uploads/AMZN-Shareholder-Letter-Final.pdf

2) Visit www.AMZNVoteNo.org/2026 and join the webinar on May 12th at 10:00 A.M. ET to learn more. here is the link to register: https://link.edgepilot.com/s/6b92d993/ExRILA7eb0q_G-NQlum-hQ?u=https://us02web.zoom.us/webinar/register/WN_u0KAgX8IQf-OlM39SJWxCg%23/registration

3) You can read Bloomberg’s coverage of the Vote No here: https://news.bloombergtax.com/environment-and-energy/amazon-investors-seek-to-oust-directors-over-excluded-proposals

Please reach out with any questions to Diana Kearney at diana.kearney@oxfam.org

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