By: Shalini Ramgoolam, CWC, and Aaron Brenner, UFCW
As Amazon.com’s 2023 annual general meeting (AGM) approaches on May 24, a growing number of investors are expressing concern about the company’s labour-related risks.
They see swelling evidence of poor workforce management practices and question the effectiveness of the board’s oversight of workforce risks. The company has faced numerous allegations of labour rights violations across its global operations. From the United States to Europe and Asia, reports of unsafe working conditions, low wages, intrusive workplace surveillance, discriminatory discipline, and management’s anti-union retaliation and intimidation against workers have become increasingly common. These reports have mounted despite Amazon’s pledge to abide by the UN Guiding Principles on Business and Human Rights and International Labour Organization standards that require employers not to interfere when workers seek to join or form a union.
Investors are actively engaging with Amazon on its human capital management (HCM) practices to address these workforce risks. As the largest online retailer and one of the largest employers in the world, Amazon’s labour practices have significant implications for the broader economy and society as a whole, making investor engagement on these issues all the more important.
However, the company has historically been resistant to these efforts. For example, CEO Andy Jassy has spoken publicly against Amazon workers unionizing, the board has refused to meet with shareholders engaging on labour issues, and the company has opposed all workforce-related shareholder resolutions.
Despite Amazon’s resistance, pressure from investors is escalating, with a growing number of shareholders using their proxy voting rights to support human capital management proposals and to hold Amazon directors accountable for their faint oversight of workforce risks.
How are 20 of Amazon’s top asset manager shareholders using their proxies to support worker rights?
Ahead of Amazon’s AGM this year, an understanding of last year’s votes is instructive. At the 2022 AGM, nearly half of all shareholder proposals on the proxy focused on workforce-related issues, such as worker safety, freedom of association, gender/racial pay gaps, social protections, and workforce representation in corporate governance. With over 15 proposals on the proxy, the sheer volume of resolutions suggested shareholder dissatisfaction with the company’s performance on a wide array of issues and demonstrates pressure from investors for the company to take actions to improve its corporate practices.
The Global Unions’ Committee on Workers’ Capital (CWC) recently published a report summarizing how 20 of Amazon’s top asset manager shareholders voted on items related to human capital management at Amazon’s AGM in 2022. These asset managers hold approximately one third of the company’s outstanding common stock. Their outsized influence means their votes can determine whether a resolution reaches majority support or not. Proxy voting is a core part of an asset manager’s fiduciary duty and a key method for investors to mitigate risks or improve performance of companies in their portfolios.
The CWC report summarizes the varying approaches and rationales that top asset managers took to improve human capital management at Amazon. For example, the report predictably observed that European managers (e.g., Legal and General Investment Management and UBS Asset Management) were generally more supportive of HCM-related proxy items than American managers (e.g., Vanguard, BlackRock, and T. Rowe Price). Moreover, the report noted that although 35% of the asset managers sampled supported half or more of the HCM-related items; the large majority (60%) supported only two proposals or fewer. This data reveals a significant gap between leading asset managers supporting improvements to Amazon’s workforce management, and the bottom ranking managers often impeding HCM-related changes. This underscores the importance of large asset managers to demonstrate their leadership in the industry to elevate respect for labour rights through their proxy voting rights.
Holding directors accountable on human capital management
Leading up to Amazon’s 2022 AGM, a group of asset owners, including public employee pension funds overseen by the New York City Comptroller, the New York State Common Retirement Fund, and the Office of the Illinois State Treasurer, urged Amazon shareholders to vote “against” the re-election of two directors — Daniel Huttenlocher and Judith McGrath — both of whom are longstanding members of the Leadership Development and Compensation Committee responsible for overseeing the company’s human capital management. As the group noted, the two directors “should be held accountable for the committee’s insufficient oversight and inability to ensure that the company protects its workers’ health and safety, upholds its own corporate policies on human rights and freedom of association, and addresses unsustainable employee turnover.”
Notably, four large asset managers – including BlackRock, State Street Global Advisors, BNY Mellon Investment Management, and Legal and General – voted against at least one director. For example, BlackRock and State Street voted against the re-election of McGrath, citing concerns with the company’s approach to human capital management oversight. Similarly, Legal and General voted against McGrath, Huttenlocker, and board chairman Jeffrey Bezos to hold them accountable on “longstanding ESG failings,” human capital management “failings,” and “concerns with the remuneration policy.”
As a result of these voting actions taken by large asset managers, over a one-year period, support for the re-election of Daniel Huttenlocher fell by 6%, and support for Judith McGrath fell by 20%.
Supporting shareholder proposals on labour rights
The votes of the asset managers with the largest holdings were decisive for several HCM-related shareholder proposals at Amazon. However, among the 20 asset manages included in the CWC’s report, support for these proposals was mixed. For example, Vanguard and BlackRock voted against a proposal requesting a report on Amazon’s compliance with freedom of association standards and a proposal requesting an audit of Amazon’s warehouse working conditions. With their support, the two resolutions would have passed with a majority of shares voted. Notably, Vanguard and T. Rowe Price did not support a single shareholder initiative. By contrast, Legal and General supported all of the workforce-related items.
In the case of the freedom of association resolution, there was significant momentum from investors who recognize that respect for labour rights is crucial to companies’ success. The resolution received 39% support from shareholders, of which 12 asset managers analyzed voted “for” the proposal including: State Street Global Advisors, Northern Trust Corporation, BNY Mellon Investment Management, UBS Asset Management, Wellington Management, Alliance Bernstein Investments, Jennison Associates, Morgan Stanley Investment Management, Janus Henderson Investors, Baillie Gifford & Company, Legal and General Investment Management, and Goldman Sachs Asset Management.
Overall, the asset managers that supported the resolution acknowledged freedom of association as a material risk at Amazon in light of the “high-profile” controversies and public critiques related to its alleged infringement on trade union rights. They noted that the request for additional disclosure on the topic was “reasonable” and would be in “the best interest of shareholders” because it would enable a better understanding of the company’s compliance with international fundamental labour rights.
On the other hand, 8 of the top 20 asset manager shareholders included in the CWC’s report voted against the proposal on freedom of association. They concluded that Amazon had already “provided sufficient disclosure” or considered the resolutions to be “too prescriptive.”
This includes investors such as Vanguard, BlackRock, T. Rowe Price, Fidelity Investments, Capital Group, Geode Capital, JP Morgan Asset Management, and Nuveen Asset Management. The CWC views these rationales as short-sighted and over-reliant on a company’s unaudited disclosure. It demonstrates a need for further explanation as to why respect for the fundamental labour rights of collective bargaining and freedom of association is important to investors.
In an analogous example, BlackRock voted against the warehouse working conditions resolution based on a report from Amazon on its website regarding its health and safety record. BlackRock affirmed that the company had already provided “sufficient disclosure” on this issue. However, according to a detailed investigation and report from the Strategic Organizing Center, Amazon’s disclosures about the safety conditions of its warehouses and the injury rate among workers were outdated and misleading. Conflicting data from Amazon reported that its Lost Time Incident Rate (LTIR), a metric of how many injuries per 100 workers resulted in time off, went down by 40% in 2020 according to its website; whereas an analysis of records submitted by Amazon to the Occupational Safety and Health Administration (OSHA) found that the injury rate, in fact, went up by 20% in 2021. This led to a complaint filed with the Securities and Exchange Commission (SEC) last year to investigate the conflicting statistics on injury rates at Amazon facilities and demonstrated a need to verify reports from management.
What can be done this year?
Reports of Amazon’s poor human capital management practices have continued to surface. Despite its pledge to comply with UN and ILO guidelines against labour rights interference, Amazon’s management continues to face public criticism for its anti-union practices and its punitive workforce oversight.
Asset owner clients of asset managers that voted against HCM-related initiatives at Amazon in 2022 should contact their client representatives and urge their asset managers to strengthen their voting policies in support of workforce-related resolutions.
As we look towards Amazon’s next AGM on May 24, 2023, investors will again have the opportunity to hold the company accountable for its human capital management practices by voting against the re-election of directors and by supporting proposals related to worker safety, diversity, and human rights. The CWC invites investors to support the following shareholder resolutions:
- Vote against the re-election of directors Daniel Huttenlocher and Judith McGrath, and
- Support workforce-related shareholder proposals
- Requesting additional reporting on freedom of association (Item 16)
- Requesting a workplace health and safety audit (Item 21)
- Requesting additional reporting on gender and racial pay gaps (Item 13)
- Requesting an alternative director candidate policy (Item 20)
- Requesting alternative tax reporting (Item 11)
- Requesting a new policy to consider worker pay in executive compensation (Item 17)
- Requesting additional reporting on stakeholder impacts (Item 10)
A well-managed workforce can be a significant driver of business success, impacting a company’s financial performance, reputation, and ability to innovate. These proxy voting actions can promote better corporate practices and increase transparency, which can ultimately lead to better outcomes for workers and shareholders alike.