Organization: Amazon.com Inc.

Year: 2019

Whereas: Amazon executives have aggressively allied themselves with a variety of progressive social and political causes at the same time a key Amazon executive became embroiled in a scandal involving allegations of sexual harassment. Amazon's CEO and largest shareholder controls a holding company that owns The Washington Post, whose editorials and news articles promote the same progressive political and social causes. This hypocrisy threatens Amazon's reputation. The bankruptcy of The Weinstein Company LLC, which provided content to Amazon's streaming service, underscores this risk. Several public companies have lost billions in market capitalization shortly after executives were accused of sexual misconduct, prompting lawsuits by shareholders. Recent events have placed the Company's policies and practices under scrutiny. In October 2017, Amazon Studios head Roy Price resigned several days after the Company suspended him. Yet the sexual harassment allegation against Price reportedly dated to 2015. According to the October 17, 2017 New York Times, ". . . Rose McGowan, an actress who had reached a settlement with Mr. Weinstein in 1997 after an episode at a film festival, posted a series of tweets directed at Jeff Bezos, the chief executive of Amazon. In them, Ms. McGowan said she had told the head of Amazon Studios that Mr. Weinstein had raped her."

Resolved: Shareholders request management review its policies related to sexual harassment to assess whether the Company needs to adopt and implement additional policies and to report its findings, omitting proprietary information and prepared at a reasonable expense by December 31, 2019. SUPPORTING STATEMENT Such a report might include: * A review of policies and procedures to confirm that effective grievance mechanisms are in place and are being publicized within the Company, and that material penalties exist and are being appropriately enforced. * Disclosure of the number of firings and disciplinary actions short of termination taken by the Company as a result of these policies. * Disclosure of information about sexual harassment financial settlements, omitting names of the parties but including the number of settlements, the aggregate dollar amount of settlements, statistics on the management level of the alleged perpetrator, and statistics on the general nature of the alleged offenses. * A review of executive compensation structures analyzing how performance can be linked to a reduction in sexual harassment within the Company. * A review of employment recruitment efforts in terms of how they achieve ideological, political, religious and geographical diversity.

Supporting Statement:res to manage and improve risk oversight and by doing so, signal to employees and investors that the Board and management are committed to ensuring a safe workplace. Also, a less monolithic Company culture, especially at the executive level, will create a more inclusive and respectful workplace.