Amazon shareholders reject proposal to split CEO and chair roles

Amazon shareholders rejected a proposal to adopt a policy that would require the company's CEO and board chair roles to remain separate.

Vote totals disclosed in a filing Thursday show about 82% of shareholders rejected the proposal. The independent proposal was submitted alongside seven others at Amazon's annual meeting on Wednesday. Each of the independent proposals were rejected.

Amazon split the roles of CEO and board chair when founder Jeff Bezos turned the helm over to Andy Jassy in 2021. As part of the transition, Bezos retained the title of executive chairman.

The proposal sought to codify that structure within Amazon "like the majority of S&P 500 companies," advocacy group the Accountability Board wrote in its submission. The group argued that the split structure allows the board to focus on corporate governance and oversight, while the CEO focuses on the company's business.

"With the positions currently separated, now would be an opportune time to do so," the proxy states.

Shareholder proposals seeking the separation of board chair and CEO roles have been on the rise in recent years. The number of such proposals increased 113% among Russell 3000 companies in the first half of 2023, the highest level in the past decade, according to the Harvard Law School Forum on Corporate Governance.

Amazon urged shareholders to vote against the proposal, saying the current policy enables the board to determine the right leadership for the company "in light of our specific circumstances at any given time."

The separation in 2021 came "after careful consideration" of Amazon's leadership structure and functions, the company wrote in its recommendation.

"In light of our success through these various leadership structures, the board believes that shareholders are better served by the board retaining the ability to adapt to our evolving needs and implement the optimal leadership structure at any given time," Amazon wrote in the filing.

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