Amazon Shareholders Voted No on EVERYTHING

Sophia Reyes · May 21, 2025 2:12 PM

Amazon Shareholders are Saying No to These Proposals for Good Reason

At its annual meeting, Amazon.com shareholders once again rejected all external proposals, including three focused on the company’s environmental impact.

Investors approved the reelection of all 12 board directors and endorsed executive compensation. Of the eight shareholder proposals submitted this year—down from 14 last year—none have passed.

And why is this? Because Amazon had urged investors to actually vote against all of them.

Among the proposals were calls for increased transparency on Amazon’s carbon emissions, the environmental impact of its data centers, and the use of plastic in packaging. Amazon maintained that its current disclosures are sufficient and reiterated its commitment to reducing its environmental footprint.

Two proposals related to artificial intelligence also failed. One asked for an evaluation of board oversight regarding AI development, and another sought a report on data usage in AI initiatives. Amazon defended its leadership in responsible AI practices and said no further action was needed.

Shareholders also rejected a proposal to formalize the separation of the CEO and board chair roles. While those positions are currently held separately by CEO Andy Jassy and founder Jeff Bezos, it is not mandated by company policy. Bezos had held both roles until stepping down as CEO in 2021.

Other rejected resolutions included a report on the risks of political bias in advertising and one addressing working conditions in Amazon warehouses—a frequent point of contention.

During a Q&A session, Jassy noted that tariffs from the Trump administration had not significantly affected sales. “We haven’t yet seen any meaningful average selling price increases,” he said, highlighting varied pricing strategies among Amazon’s two million sellers.

A detailed breakdown of the shareholder vote will be included in a future securities filing.

You can read some of the company’s full proposal’s below:

Item 4 – Shareholder Proposal Requesting a Mandatory Policy Separating the Roles of CEO and Chair of the Board

• Our governance guidelines and processes enable the Board to determine the optimal leadership structure for Amazon in light of our specific circumstances at any given time.
• The proposal’s prescriptive approach, requiring a mandatory policy separating the CEO and Board Chair roles regardless of the circumstances, would simply limit the Board’s ability in the future to tailor our leadership structure to align with the best interests of the Company and its shareholders.
• Our governance guidelines and processes reinforce our directors’ fiduciary duty under Delaware law to act in the best interests of the Company and its shareholders, including when making decisions regarding Board leadership.

Item 6 – Shareholder Proposal Requesting Alternative Emissions Reporting

• We annually report both our absolute carbon emissions and carbon intensity and are transparent about the methodology behind each of the emissions models we have built to measure Amazon’s carbon footprint.
• We follow guidance from the GHG Protocol’s Corporate Accounting and Reporting Standard (the “GHG Protocol Corporate Standard”) in calculating our greenhouse gas emissions (including Scope 3 emissions). Our reported emissions are verified against the GHG Protocol Corporate Standard by independent third parties.
• Consistent with the GHG Protocol Corporate Standard, we focus on accounting for and reporting those activities that are relevant to our business and goals, and for which we are able to obtain reliable information.
• We believe our approach to reporting our GHG emissions provides useful and reliable information, while the approach requested by the proposal of including emissions generated by the third-party manufacturing of all the products we sell would result in double-counting of emissions across companies.

Item 7 – Shareholder Proposal Requesting Additional Reporting on Impact of Data Centers on Climate Commitments

• We remain focused on meeting our climate goals, and we already provide regular, public updates on our progress, initiatives, and work to meet our goals, including our efforts to reduce the carbon footprint of artificial intelligence (“AI”) workloads and to make our new data centers more sustainable. Our current public reporting already addresses the specific challenges highlighted by this proposal and makes the report requested in the proposal unnecessary.
• In 2023, we reduced our absolute carbon emissions by 3%. In addition, our carbon intensity decreased for the fifth consecutive year, down 13% from 2022 to 2023, demonstrating how we are working to decouple emissions growth from business growth.

Item 8 – Shareholder Proposal Requesting an Assessment of Board Structure for Oversight of AI

• We are committed to, and are a leader in, the responsible development and use of AI and machine learning, including technologies like foundation models and generative AI.
• Our Board has the proper composition to effectively oversee human rights risks associated with AI and, together with the Board committees, already provides active, informed, and appropriate oversight of human rights and other risks associated with AI.
• Shareholders already have spoken on this topic as the focus of this proposal—Board oversight of AI-associated risks—is substantially the same as the proposal submitted last year by this proponent, which received less than 10% support.

Item 9 – Shareholder Proposal Requesting a Report on Packaging Materials

• We already publicly report on the amount of single-use plastic, including flexible plastic, being used across our global operations network to ship orders to customers.
• We have continued to take steps to reduce single-use plastics in our outbound packaging. Our average plastic packaging weight per shipment decreased by 9% in 2023 across our global operations network, building on the over 17% reduction achieved in 2022. Since 2020, we have avoided the use of 80,500 metric tons of plastic packaging globally. In addition, in December 2023, two-thirds of our shipments in North America included Amazon-added plastic delivery packaging and, by December 2024, we reduced this to one-third.
• As of October 2024, we removed all plastic air pillows from our delivery packaging used at our global fulfillment centers, our biggest reduction in plastic packaging in North America to date. As part of this transition, we were able to quickly expand our use of paper filler made from 100% recycled content across North America.
• We have innovated and invested in technologies, processes, and materials that since 2015 have helped reduce the weight of the packaging per shipment by 43% on average and avoided more than 3 million metric tons of packaging material. In 2023, we shipped 12% of our orders globally without any additional Amazon packaging.

Amazon shares fell slightly on Wednesday, closing at $203.20.