AMAZON COM INC

Original form: DEF 14A
Filed on: 2025-04-10
Meeting date: 2025-05-21

Shareholder Proposals

Item 4
Adopt a binding policy to permanently separate the CEO and Board Chair roles.

This proposal asks Amazon’s Board to adopt and codify a policy (including any needed governance document amendments) requiring the CEO and Board Chair roles to be held by different individuals. The proponent argues that formalizing the current split would strengthen governance and reduce the risk that the roles could be recombined in the future. The request is prescriptive—separation would be mandatory regardless of circumstances. The Board recommends voting against the proposal.

Item 5
Report on Board oversight of risks of political/religious viewpoint discrimination in advertising activities.

This proposal requests that Amazon publish a report evaluating Board oversight of risks related to potential discrimination against advertising buyers/sellers based on political or religious status or viewpoints. The supporting statement cites alleged industry “brand safety” practices and argues they could create legal (e.g., antitrust and discrimination) and reputational exposure. The report is requested within one year and would exclude proprietary or confidential information. The Board recommends voting against the proposal.

Item 6
Disclose all material Scope 3 emissions tied to Amazon’s retail sales (beyond private-label products).

This proposal asks Amazon to expand its greenhouse gas reporting to disclose all material Scope 3 emissions associated with its retail sales. The proponent contends Amazon’s current product-related emissions disclosure is limited (largely to private-label products) and may omit a substantial portion of value-chain emissions. The request is positioned as improving investor decision-useful climate-risk disclosure and preparedness for emerging regulatory regimes. The Board recommends voting against the proposal.

Item 7
Report on how Amazon will meet climate commitments amid AI-driven data center energy growth.

This proposal requests a report explaining how Amazon plans to meet its climate commitments (including net-zero by 2040 and renewable energy matching) given rapid growth in AI workloads and planned data center expansion. The supporting statement raises concerns about increased electricity demand potentially driving fossil generation in certain regions and questions the adequacy of renewable energy credit strategies and timing of nuclear/SMR solutions. The report would provide investors a clearer view of energy, emissions, and execution risks tied to cloud and AI growth. The Board recommends voting against the proposal.

Item 8
Commission and publish an independent assessment of Board/committee oversight of AI-related human rights risks.

This proposal asks Amazon to commission an independent third-party assessment of whether the Board and its committee structure appropriately oversee human rights risks associated with AI. The assessment would be prepared at reasonable cost, omit privileged/confidential/proprietary information, and be publicly disclosed. The supporting statement cites potential AI harms such as discrimination, surveillance, and military/policing use cases. The Board recommends voting against the proposal.

Item 9
Report on reducing flexible plastic packaging to address plastic pollution and related risks.

This proposal requests that Amazon publish a report describing how it could address flexible plastic packaging to reduce plastic pollution, referencing the Pew ‘Breaking the Plastic Wave’ findings. The proponent asks for analysis of reputational/financial/operational risks of continued use of non-recyclable plastics, evaluation of actions to achieve fully recyclable packaging (including elimination/substitution), and opportunities for pre-competitive collaboration. The report would be produced at reasonable expense and exclude proprietary information. The Board recommends voting against the proposal.

Item 10
Independent audit/report on warehouse working conditions and impacts of productivity policies/metrics.

This proposal asks Amazon’s Board to commission an independent audit and report on warehouse working conditions, including how company policies, management practices, performance metrics, and targets affect worker treatment and safety. The supporting statement cites allegations of elevated injury rates and claims that productivity expectations may pressure workers in ways that increase risk, and it notes evolving regulatory attention to warehouse quotas. The audit is requested at reasonable cost and would omit proprietary information. The Board recommends voting against the proposal.

Item 11
Annual report on risks and controls around ethical/legal use of external data to train Amazon AI offerings.

This proposal requests that Amazon publish (within one year and updated annually) a report assessing risks from potentially unethical or improper use of external data in developing and training its AI offerings, including operational, financial, and public welfare impacts. It also asks Amazon to describe mitigation steps and how effectiveness is measured, while omitting proprietary or legally privileged information. The supporting statement points to privacy, data governance, and potential IP/copyright and regulatory concerns. The Board recommends voting against the proposal.