Alphabet, Amazon, & Facebook: Big Slate of Big Tech Shareholder Proposals, Access Glass Lewis Analysis Now

Over the next few weeks, 25 shareholder proposals will go to vote at upcoming annual meetings for Alphabet, Inc., Amazon.com, Inc., and Facebook Inc. In recent years, the highest number of shareholder proposals have consistently been at these large tech companies. Between just these three firms, shareholders voted on a total of 79 shareholder proposals from 2018 to 2020, including 30 last year.

The proposals touch on both market-wide shareholder initiative trends and company-specific policies and areas of concern, including topics from across the ESG spectrum. Covering environmental issues such as Amazon’s use of plastic packaging and the integration of sustainability (as well as diversity) metrics in Alphabet’s executive pay structure; socially-focused proposals like the level of human rights & civil rights expertise on Alphabet and Facebook’s boards, and both gender and racial equity at Amazon; and more traditional governance topics such as calls for Amazon and Facebook to install an independent board chair, and for Alphabet and Facebook to implement one vote per share, these meeting agendas run the gamut.

Investor interest is strong. Last year, the 30 proposals received average shareholder support of 18%, with the highest for a proposal at Amazon requesting the right to call a special meeting (37%), and similar levels of support for Amazon proposals related to hate speech, food waste, political lobbying, and multiple resolutions concerning human rights. Notably, both Facebook and Alphabet have dual-class share structures, giving outsized voting power to founders and depressing support for shareholder initiatives. Accounting for the impact of the dual-class share structures, five proposals at Facebook and Alphabet received over 50% approval – including the “one share, one vote” proposals that sought to remove the dual-class structure at both companies.

The wide range of proposals reflects the scope of these firms, and their pervasiveness throughout society. Perhaps in line with the company’s growing influence on everyday life during the pandemic, Amazon leads the pack (and all companies to date in 2021) with eleven shareholder initiatives on the AGM agenda this year.

Moreover, the sheer range of different proposals puts additional pressure on the investors who are being asked to vote. In some cases the proposals may be familiar from other companies — but will still require close review to fully understand exactly what is being requested, plus a deep familiarity with the specific context, from how material the topic is for the company in question to what steps its board has already taken.

In other cases, the proposals are specifically tailored to these companies’ unique business practices – such as requests for Amazon to report on both the human rights impact of its own use of facial recognition technology, and the due diligence it performs on AWS and cloud customers such as U.S. Immigrations & Customs and intelligence agencies; for Alphabet to increase disclosure regarding government takedown requests; or for Facebook to report on reducing false or divisive information. Governance teams won’t necessarily be starting from scratch, as Alphabet and Amazon faced similar proposals at last year’s AGMs. Nonetheless, the burden on investors to get a complete understanding of unique and complex issues on short notice is high.

Glass Lewis helps investors make better decisions on shareholder proposals

  • Glass Lewis offers industry-leading lead times, so investors have plenty of time to consider their own vote decision. For the main 2020 season our North American reports were published 23 days ahead of the meeting, on average, with approximately 89% of reports published at least 18 days in advance. Furthermore, across our global coverage universe, average lead times were 22 days.
  • Our Proxy Papers include nuanced analysis of shareholder proposals, allowing investors to understand all sides of the issue with peer-based reviews that examine the real-world implications of ESG in the context of financial materiality.
  • Our reports feature ESG data and analysis from SASB and Sustainalytics, and give companies as well as shareholder proponents the opportunity to weigh in through the Report Feedback Statement (RFS).
  • Controversy Alerts highlight the key votes that are garnering marketplace attention around the globe with at-a-glance summaries of the material ESG issues you need to know about before voting.
  • Our library of In-Depth reports provides comprehensive background on a range of ESG topics directly relevant to shareholder proposals, such as linking compensation to sustainability, human capital management, climate change, pay equity, and many more.

Glass Lewis’ Proxy Paper analysis and voting recommendations for Alphabet, Amazon and Facebook are all available now. If you’re an investor and your institution doesn’t have access to Glass Lewis research, contact GROW@glasslewis.com