Analysis of Securities and Exchange Commission (SEC) filings shows independent shareholders expressing significant support for proposals despite company opposition.
NEW YORK CITY - June 1, 2020 – Shareholders of Facebook and Amazon (whose names are not Mark Zuckerberg or Jeff Bezos) are sending an important message regarding a host of serious concerns affecting corporate governance, political advertising, facial recognition, surveillance and other critical civil rights issues.
The two companies held their annual meetings last Wednesday (May 27). An analysis by Open MIC of filings by the companies at the SEC late Friday shows that the independent shareholder votes at the companies – i.e., excluding shares held by Zuckerberg and Bezos – demonstrate substantial support for key shareholder proposals.
Specifically:
At Facebook, a shareholder proposal calling for one share/one vote – which would do away with Zuckerberg’s special class of stock – won 88% of the independent vote; a proposal calling for an Independent Chair – which would require Zuckerberg to surrender the title of Board Chair – won 63.7% of the independent shareholder vote; a proposal challenging the company’s position on Political Advertising won 41.8% of the independent vote.
Also at Facebook, Mark Zuckerberg’s friends on the Board of Directors – Marc Andreesen and Peter Thiel – received the lowest vote count of any of the directors, with Andreesen getting only 54.8% of the independent vote and Thiel getting 62.6%. Other directors received between 86.25% and 98.6% support from independent shareholders.
At Amazon, a proposal calling for a report on how the company might control hate speech and other offensive products got 44% of the vote excluding Mr. Bezos’s shares; proposals regarding Rekognition (Amazon’s face recognition product) and Customer Due Diligence (regarding Amazon’s surveillance and “computer vision” products) and their impact on civil and human rights received almost identical votes – 40.3% of the independent shareholder vote.
According to US SIF, the Forum for Sustainable and Responsible Investment, “Often, a shareholder resolution will fail to win a majority of the shares voted, but still succeed in persuading management to adopt some or all of the requested changes.” Independent vote shares of 40% to 88%, as achieved by a number of this year’s proposals, put considerable pressure on companies to enact meaningful policy changes.
Open MIC’s analysis addresses Mark Zuckerberg’s control of 57.9% of the voting shares at Facebook and Jeff Bezos’s control of 15.1% of the voting shares at Amazon. When those personal holdings are subtracted from the total of shares voted, a strong independent shareholder voice emerges, according to Michael Connor, Executive Director of Open MIC.
Connor added: “Mark Zuckerberg reigns as a dictator at Facebook. Jeff Bezos wields extraordinary power at Amazon. Both men have been consistently dismissive of independent shareholder concerns. These results - which are far above average for shareholder proposals - show that major institutional investors want answers.”
Media Contacts
Open MIC
Michael Connor: (212) 875-9381 or mconnor@openmic.org
About Open MIC:
Open MIC works to foster greater corporate accountability at media and technology companies. Their primary tool is shareholder engagement. Working with impact investors, Open MIC (Open Media and Information Companies Initiative) identifies, develops and supports campaigns that promote values of openness, equity, privacy, and diversity – values that provide long-term benefits for individuals, companies, the economy and the health of democratic society. Current Open MIC initiatives include racial and gender diversity in the tech workforce; algorithmic accountability; hate speech and media manipulation; net neutrality; and online privacy. .
Learn more about Open MIC at www.openmic.org and www.twitter.com/openmicmedia.