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Amazon Shareholders Narrowly Approve Pay Plans for Executives

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(Bloomberg) -- Amazon.com Inc. shareholders delivered a rebuke to the company over the pay for Chief Executive Officer Andy Jassy and other top executives, with an unusually close vote in the symbolic measure to ratify compensation packages for the company’s leaders.

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Vote totals disclosed in a filing Friday show 56% of shareholders supported the company’s executive pay for 2021, which included $350 million in compensation to three top executives, the vast majority of which comes in stock grants that vest over a period of years. Such votes have passed with more than 80% approval for nearly 9 of 10 companies in the S&P 500, according to data for 2022 to date tallied by Farient Advisors.

Investor advisory firms had recommended shareholders vote against the pay package at Amazon’s annual meeting earlier this week, saying the stock awards were excessive and not tied to company performance. Amazon said its compensation practices are designed to emphasize long-term value rather than short-term goals, and that pay for Jassy, Worldwide Consumer unit CEO Dave Clark, and Amazon Web Services CEO Adam Selipsky were comparable to compensation of leaders of other giant technology and retail firms.

Last year, 81% of shareholders voted in favor of Amazon’s pay practices. The figure was 97% in each the prior two years. Jassy’s predecessor, founding CEO Jeff Bezos, took only a token salary and received no stock awards.

All 15 of the shareholder-proposed resolutions failed, but some were close.

A proposal requesting Amazon produce a report describing how the company could cut its plastics use to reduce ocean pollution garnered 49% of the vote. A resolution asking for more disclosure on Amazon’s lobbying of government officials received 47% of the vote. And a request that Amazon compile a report on working conditions in its warehouses, a focus of shareholder activism amid critiques of Amazon over high injury rates and hostility toward organized labor groups, received 44% of the vote.

The measures are nonbinding, but Amazon has previously taken cues from investors following close votes. The company this year said it would conduct a racial equity audit of its hourly workforce after a shareholder resolution that requested a similar study received 43% approval at the 2021 meeting.

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