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Amazon.com, Inc. (AMZN) Shareholders Call For Independent Board Chair

SumOfUs Says Amazon CEO Jeff Bezos Should Not Be His Own Boss

SEATTLEAmazon shareholders, represented by SumOfUs, an international consumer group, have submitted a shareholder resolution calling on the company to separate the role of CEO and chair of the board, creating an independent Board Chair. Last year, roughly 40% of independent Amazon shareholders supported a similar effort from SumOfUs.

independent Board Chair Amazon

Amazon’s current Chief Executive Officer (CEO) Jeff Bezos also currently serves as Chair of the Board.

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View the shareholder proposal here.

“There is a clear conflict of interest when a Amazon’s board of directors, which is responsible for overseeing Jeff Bezos and representing shareholders, is chaired by Jeff Bezos. An independent board chair is a necessary first step to put Amazon’s board on the path to effective representation of the interests of all shareholdersexplained Lisa Lindsley, Capital Markets Advisor for SumOfUs. “As both CEO and Board Chair, Jeff Bezos’ leadership at Amazon has hurt our communities. Whether it's by profiting from the pain of victims of gun violence and streaming NRATV on its platform or being one of the last major advertisers for Breitbart, to paying employees so little that they literally can’t put food on the table, to fighting taxes that pay for affordable housing and homelessness programs, to the race-to-the-bottom competition for HQ2, or spewing pollution that harms our health and damages our climate - Amazon’s profits come at the expense of our communities, and that’s because of a lack of accountability up at the top.  The lesson is simple: Jeff Bezos shouldn’t be his own boss.”

Renowned proxy advisory firm, Glass Lewis has previously come out in support of shareholder resolutions calling for the separation of the roles of CEO and board chair. In a 2016 report, Glass Lewis explained that:

“...Shareholders are better served when the board is led by an independent chairman who we believe is better able to oversee the executives of the Company and set a pro-shareholder agenda without the management conflicts that exist when a CEO or other executive also serves as chairman.”

An independent Board Chair has been found in some academic studies to improve the performance of public companies.  Separating the roles of Chair and CEO is the norm in Europe, and 51% of S&P 500 boards split the Chair and CEO roles. In an article in The Washington Post about Facebook’s corporate governance structure in 2017, SumOfUs argued that that an independent Chair of the Board would be better able to oversee the executives of the company, improve corporate governance and set a more accountable, pro-shareholder agenda. SumOfUs believes Amazon.com should also adopt these changes for a similar set of reasons.