SHAREHOLDERPROPOSALS workforce affect shareholder value, Amazon must urgently address these issues. Worker representation on the Board will allow it to do just that, empowering the company to address employee concerns before they become headlines. In addition to mitigating reputational risk, employee representation can promote value creation. According to the National Bureau of Economic Research, giving workers formal control rights raises capital formation and increases female 4 representation. In Germany, the “co-determination” model of shared governance has been lauded as a check against short-termist capital allocation practices,5 and a study found that employee representation on boards generated a 25% spike in productivity and increased wages.6 There is growing recognition that employees on boards can contribute to a company’s long-term sustainability. Nearly one-third of Senate Democrats support an initiative led by Senators Baldwin and Warren which would codify employee representation on boards, as they urge that modern corporate governance should be accountable to and inclusive of a wider 7 array of interests, notably employees. The UK recently adopted a rule mandating that boards engage with employees to 8 enhanceworkervoiceintheboardroom,whichmayincludeappointinganon-executiveemployeeasdirector. Investorshave also increasingly expressed support for workers on boards, filing proposals on this topic at fifteen companies during the 2021AGMseason.9Eventhebusinesscommunityhasdrawnsimilarconclusions:theBusinessRoundtable, which counts Amazonamongitsmembers,statedthatinvestinginemployeesandcommunitiesoffers“themostpromisingwaytobuild 10 long-term value.” Amazon’sboardlacksrepresentation from hourly employees, who thoroughly understand the company’s daily operations. Womenandracialminorities, which constitute a large percentage of Amazon’s hourly associates, are also comparatively underrepresented at the board level, which remains predominantly male and white.11 Weurgeshareholderstovoteforthisproposal. 1 https://d3n8a8pro7vhmx.cloudfront.net/rwdsu/pages/480/attachments/original/1543959297/Whats_Wrong_With_Amazon_-_website.pdf? 1543959297; https://time.com/5629233/amazon-warehouse-employee-treatment-robots/ 2 https://nypost.com/2019/07/13/inside-the-hellish-workday-of-an-amazon-warehouse-employee/ 3 https://www.nytimes.com/interactive/2021/06/15/us/amazon-workers.html 4 http://economics.mit.edu/files/17273 5 https://prospect.org/labor/codetermination-difference/ 6 https://www.govenda.com/blog/employee-representation-on-boards/ 7 https://www.wsj.com/articles/companies-shouldnt-be-accountable-only-to-shareholders-1534287687; https://www.baldwin.senate.gov/press-releases/ reward-work-act-2019 8 https://www.pinsentmasons.com/out-law/analysis/corporate-governance-employee-voice-workplace-reporting 9 Recipient companies include Amazon, Walmart, Starbucks, Disney, Citigroup, among others. 10 https://www.businessroundtable.org/business-roundtable-redefines-the-purpose-of-a-corporation-to-promote-an-economy-that-serves-all-americans 11 https://www.seattletimes.com/business/amazon/amazon-more-diverse-at-its-warehouses-than-among-white-collar-ranks/ EndofShareholderProposalandStatementofSupport RECOMMENDATIONOFTHEBOARDOFDIRECTORSONITEM7 WhyWeRecommendYouVoteAgainstThisProposal • TheBoardrecognizes that our employees are the foundation of our success and is intently focused on supporting their well-being and success. • Wehavemanyprocessesinplacetoprovideforeffectiveandbroad-basedparticipation by our diverse employee base in our decision-making and governance through well-calibrated programs, practices, and forums that facilitate communication, participation, and action. • Ourcurrent process to identify and nominate directors has successfully recruited diverse and qualified directors with extensive human capital management experience. 38