Amazon.com, Inc. (AMZN) Shareholders Overwhelmingly Reject Proposal to Permanently Split CEO and Chair Roles

Amazon.com, Inc. (NASDAQ:AMZN) shareholders overwhelmingly rejected a proposal to require the permanent separation of the company’s CEO and board chair roles, with about 82% voting against the measure at the annual meeting on Wednesday. The proposal, submitted by the Accountability Board, aimed to formalize a split leadership structure, currently in place since Andy Jassy became CEO and founder Jeff Bezos transitioned to executive chairman in 2021, arguing it would strengthen governance and align Amazon with most S&P companies.

Despite the current separation, Amazon.com, Inc. (NASDAQ:AMZN)’s board recommended voting down the proposal, emphasizing the need for flexibility to adapt leadership structures as circumstances evolve. The company stated that its success under various leadership models demonstrates that shareholders are best served when the board retains discretion over governance decisions.

This proposal was one of eight independent resolutions presented at the meeting, all of which were rejected by shareholders. The vote comes amid a broader trend: shareholder proposals to separate CEO and chair roles have surged 113% among Russell 3000 companies in the first half of 2023, reaching a decade high. Amazon.com, Inc. (NASDAQ:AMZN)’s board maintains that its current approach allows for optimal oversight and business leadership tailored to the company’s needs.

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