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Amazon Stockholder Meeting Goes Bananas

Amazon Stockholder Meeting Goes Bananas

(5/23/17) The annual stockholders meeting was this morning @ 9:00am.

I was there to present a shareholder proposal – and a 1st-time vote took place on ending the voting ‘double standard against stockholders’.

My presentation closed with:


The simple-majority standard proposed by Item 8 provides shareholders with better information about vote outcomes, allows more accurate communication between stockholders and the Board; and eliminates the second-class treatment of shareholder items relative to management’s director election.

Therefore:  Ask Amazon to end its double standard against stockholders – vote FOR item #8.  Thank you.

An electronic copy of the full presentation and related materials is available at:

The company is paranoid about its stockholders and had a mic runner grip the microphone with two hands as each shareholder spoke – which was a big nuisance and impediment to communication.  The company is clearly more obsessive about an optimal customer experience than they are about providing an optimal shareholder one.

Given the vast number of shares owned by Mr. Bezos and others tied to the company it can be quite a challenge to get a good vote at Amazon, but under rules established by the SEC our proposal received double the support needed to automatically qualify for re-submission in 2018.

Todd Bishop the co-founder of GeekWire, came over to chat afterward, and described us and the company’s antics around controlling the microphone at all costs in his article:

As Amazon recaps a record year, shareholders meeting goes bananas

I spoke with former Seattle City Councilmember Jan Drago – who can be credited with the prod that launched Amazon’s charitable initiatives – including its significant support for Mary’s Place, and spoke with the two sets of union people protesting outside.

Sat in front of the Rev. Jessie Jackson, whom I met at the Amazon meeting 2 years ago.  We chatted a bit and he introduced me to the Rev Tyrone McGowan, who coordinates the Money Matters Program of the Rainbow PUSH Coalition.  They were there to highlight and to seek help in closing the racial-gender gap in tech (see photo).

Rev. Jackson emphasized that Amazon needs to develop a concrete mechanism and plan for improvement. Otherwise, the current default ‘plan’ is to lock minorities up in private prisons for profit. He observed:

We have globalized capital and technology, but we have not globalized human rights, workers’ rights, women’s rights, [or] environmental security.

As you [Amazon] project adding on thousands of workers . . . it would behoove you to form a commission on gender equality and racial justice. Unless you do it you’ll look somewhat like Mt. Rainier: black at the bottom and white at the top.

Say ‘Amen’ somebody…

The audience echoed ‘Amen’!

~ ~ ~

Ask ISS to Focus on Vote-Counting

Ask ISS to Focus on Vote-Counting

There is not an issue of concern to an aware investor that is not being systematically harmed by variant vote-counting practices.

Investor Voice submitted this week a comment / request in favor of fair vote-counting to Institutional Shareholder Services (ISS), the country’s largest proxy advisory service (ISS is an MSCI company).

You too may comment on fair vote-counting by clicking the link:  ISS Survey Link  (whether or not an ISS client)

One can take the survey anew, or easily append a comment on vote-counting to an already-completed survey by e-mailing the additional comment to:  (2 sample comments are included below)

Once on the survey:  Enter your name or organization’s name, answer as many of the other questions as you wish, but be sure to visit the last page and enter your request for fair vote-counting in question #18.

The deadline for doing so is 5pm Eastern on Friday, Sept. 4, 2015.

This is important and time-critical.

Please copy-and-paste (or modify) one of the comments below, and either:
  • E-mail it to ISS at, or
  • Enter it into survey question #18

The survey link is at:

1. Sample SHORT FORM Comment:

We strongly request that ISS recommend a vote FOR proposals that seek a simple majority vote-counting standard.  Thank you. Read more

Preserving Shareholder Engagement as We Know It

Preserving Shareholder Engagement as We Know It

“Our approach to this issue is informed by our understanding that a vote on a duly submitted shareholder proposal provides materially important information to both shareholders and the Board in regard to  policy alternatives and shareholder preferences.”

Investors representing associations with $2.16 trillion in assets under management (“AUM”), and individual institutions with $280.8 billion AUM submitted a comment letter to the SEC today, which offered four important recommendations to the Commission as it reviews interpretation of Rule 14a-8(i)(9).

A negative re-interpretation of this Rule could threaten shareholder engagementas it has come to be known over the past half century.

Read more

Kate’s Letter of Appreciation

Kate's Letter of Appreciation


“One last, big thank you for doing the work that you do, with such commitment and care.  The world needs more people like you – and needs to thank people like you.”


A young professional from collaborated with Investor Voice on its vote-counting initiative (though for too short a time, as she was near to relocating to Berkeley to pursue a graduate degree in journalism).  

Her letter of appreciation struck quite a chord.  We look forward to further collaborations with Kate, and to future work with other promising young professionals as the reach of our business continues to expand.  

Read more

Gratitude & Good Governance

Gratitude & Good Governance

Today we received a letter from a shareholder in New York City that was deeply touching in its simplicity, clarity, and grace.  It expressed thanks for our efforts to improve Intel’s corporate governance.

Too infrequently do folks pause to recognize and thank others (especially those we don’t already know, as this person did).  I thank him for writing, and encourage Read more

Why Vote Counting Matters

Why Vote Counting Matters

“Fair corporate suffrage is an important right that should attach to every equity security bought on a public exchange.”

– U.S. House of Representatives, Securities Exchange Act of 1934


It’s a little-known fact that corporations are allowed to count shareholder votes using a variety of different formulas.  Why is this a problem?  When companies count votes differently it creates variant outcomes – outcomes that are quite often detrimental to shareholder value.

Voting should be fair, consistent, and transparent – yet the state of voting in corporate America is decidedly not.

Read more

Investor Voice files resolution with JM Smucker Company

Investor Voice files resolution with JM Smucker Company

Investor Voice filed a shareholder proposal today at the JM Smucker Company that asks for a bylaw change to establish fair and transparent vote-counting procedures.  The request is for the Board to adopt the “SEC Standard” vote-counting formula across-the-board for all categories of votes.

The “SEC Standard” is the following:


Read more

What are SRI and ESG?

What are SRI and ESG?

Sustainable and Responsible Impact Investing (SRI) & Environmental, Social and Governance Factors (ESG)

Many people think of social investing as only Screening (avoiding tobacco, nuclear, etc.), but screening alone has minimal impact unless combined with the more powerful tools of Community Investment and Shareholder Engagement.  This guide explores these two higher-impact strategies.

Read more

What is a shareholder resolution?

What is a shareholder resolution?

“The next major category of SRI, shareholder activism, is more promising than any form of screening.”

– Atlantic Monthly, The Conscientious Investor

Read more

SRI and total portfolio activation

Recorded at the Threshold Foundation Conference, August 18th 2012.

In the following audio commentary, Bruce Herbert discusses socially responsible investing and total portfolio activation.

“Seattle activists seek to make TPP as well-known – and infamous – as WTO” – KPLU

"Seattle activists seek to make TPP as well-known – and infamous – as WTO" – KPLU

Written by Tom Paulson, Published in KPLU Humanosphere. 

Bruce Herbert and Larry Dohrs discuss WTO and TPP with Lori Wallach and the WA Fair Trade Coalition.

Read the article

“Sustainability Segments: Bruce Herbert and Larry Dohrs” – KEXP

Aired on Seattle’s KEXP, June 30, 2012.

Bruce Herbert and Larry Dohrs speak with Diane Horn on progress made during the 2011-2012 proxy season in holding public corporations accountable.

“Public Companies: Shareholders call for brighter light on political spending” – Puget Sound Business Journal

"Public Companies: Shareholders call for brighter light on political spending" – Puget Sound Business Journal

Written by Greg Lamm, Published in Puget Sound Business Journal

Covers Investor Voice efforts to encourage transparency around companies’ activity and spending to influence politics.

Read the article

“Amazon addresses criticism at meeting” – The Seattle Times

"Amazon addresses criticism at meeting" – The Seattle Times

Written by Amy Martinez, Published in The Seattle Times

Quotes Larry Dohrs on Amazon’s progress in corporate social responsibility (CSR).

Read the article

“Inside the Amazon Shareholders’ Meeting” – Crooks and Liars

"Inside the Amazon Shareholders’ Meeting" – Crooks and Liars

Written by KaroliK, Published in Crooks and Liars

Includes a slide show of photographs showing the protest outside and the activities inside’s annual meeting of shareholders, including Bruce Herbert and the shareholder proposal on transparency and accountability.

Read the article
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