Amazon.com shareholder proposal for disclosure of political spending; company meeting

Amazon.com has come under criticism for working with ALEC (the American Legislative Exchange Council), a corporate lobbying group that writes model legislation in favor of corporate and conservative causes. See Wal-Mart Joins Amazon to Pitch State Law for Tax Benefit Plan, wherein it says:

“ALEC Exposed”

The Center for Media and Democracy created a website last month called ALEC Exposed where it posted about 800 model bills from ALEC’s library that previously were available only to members. The bills include measures that have passed in dozens of states, including laws requiring voter identification; measures requiring states to pull out of cap-and-trade programs, which are designed to curb carbon emissions; and bills that prohibit states from implementing the national health-care law.

Common Cause, a Washington-based group that advocates for limits on money in politics, said companies affiliated with ALEC, along with their employees, spent more than $38 million electing state legislators and governors in 2009 and 2010.

The non-profit investigative reporting group ProPublica on Aug. 1 published on its website a guide for reporters to trace ALEC bills to their states.

The exposure doesn’t appear to have hurt. More than 2,000 people signed up for the conference this week, about a 25 percent increase from last year’s meeting, said Weber. The group has also attracted many more corporate sponsors, according to its program.

Shareholder Proposal

Amazon.com is holding its company shareholder’s meeting at 9:00 AM on May 24 at the Seattle Art Museum.  An investor has submitted the following propsal:

Beginning of Shareholder Proposal and Statement of Support by Investor Voice:

RESOLVED: Shareholders hereby request that Amazon provide a report, updated semiannually, disclosing Amazon’s:

1. Policies and procedures for political contributions and expenditures (both direct and indirect) made with corporate funds.

2. Monetary and non-monetary political contributions and expenditures that are not tax-deductible. This includes, but is not limited to, contributions to or expenditures on behalf of political candidates, parties, committees, and other political entities that participate or intervene in political campaigns on behalf of or in opposition to any candidate for public office; as well as any portion of any dues or similar payment made to any tax exempt organization used for an expenditure or contribution that (if made directly by Amazon) would not be deductible. The report shall include:

– An itemized accounting that includes the identity of the recipient as well as the amount paid to each recipient of Amazon’s funds that are used for political contributions or expenditures as described above;

– Identification of the position of the Amazon person or persons who participated in the decision to make the political contribution or expenditure;

The report shall be presented to the Board’s audit committee (or other relevant oversight body) and posted on Amazon’s website.

SUPPORTING STATEMENT

Long-term shareholders of Amazon support transparency and accountability in corporate spending on political activities. These activities include direct and indirect contributions to candidates; political parties or organizations; independent expenditures; or electioneering communications for federal, state, or local candidates.

Disclosure is affirmed by the US Supreme Court, is in the best interest of Amazon shareholders, and is critical for compliance with federal ethics legislation. Absent transparency and accountability, Amazon money can be used in ways that harm the long-term interests and objectives of Amazon and its shareholders.

Despite assertions to the contrary, publicly available data is not readily accessible and does not provide a complete picture of Amazon’s political expenditures. For example, Amazon’s payments to trade associations used for political activities are entirely undisclosed and unknown.

As evidence of this, the CPA-Zicklin Index of Corporate Political Accountability and Disclosure ranks Amazon at the bottom of S&P 100 companies for political disclosure—with a score of zero out of 100 points. At many companies, management does not know how trade associations use corporate money politically. This proposal asks Amazon to disclose all of its political contributions, including payments to trade associations and other tax exempt organizations. This would bring Amazon in line with more than half of the S&P 100, who have disclosure polices like these and present this information to shareholders.

Disclosure and transparency is needed for both Company and shareholders to fully evaluate the political use of corporate assets.

The bottom line is simple: Amazon either has this information and can readily share it with shareowners, or it should have it (absent which, it is failing in its duty to protect shareholder value).

Therefore, please vote FOR this common-sense governance policy.

Amazon’s Board of Directors recommends a NO vote for the proposal.

We have posted a Political Expenditures Statement on our website, which we intend to update annually, at www.amazon.com/ir. In addition, we report on our political expenditures to the Audit Committee. We have not made contributions to political candidates or parties, and we comply with extensive regulations requiring public disclosure of corporate political activity. We participate in the political process by informing public officials about our positions on key issues significant to our customers and our business.

The Political Expenditures Statement discloses our 2011 spending on federal government relations efforts, which are also required to be reported to the House and Senate and made publicly available at http://lobbyingdisclosure.house.gov/ and http://www.senate.gov/legislative/Public_Disclosure/LDA_reports.htm.

The Political Expenditures Statement also discloses our 2011 spending on state government relations efforts, which are generally required to be reported and disclosed on applicable state websites of the Secretary of State, ethics commission, public disclosure commission, or legislature, or similar websites. As disclosed in the Political Expenditures Statement, in 2011 most of our spending on our state government relations efforts related to California, specifically contributions to More Jobs Not Taxes, a coalition of an affiliate of the Company and California consumers, formed to seek a ballot referendum on certain provisions relating to sales tax collection in the annual California budget bill.

We also belong to certain trade associations and coalitions, many of which engage in efforts to inform policymakers on issues important to their members. The portions of our contributions these organizations spend on federal and state government relations efforts are included in the amounts we report in our Political Expenditures Statement.

Finally, as noted in the Political Expenditures Statement, we have formed a political action committee (PAC), but the PAC is funded by voluntary contributions of our employees and shareholders, and their spouses – not corporate funds. The PAC’s activities are subject to federal regulation, including detailed public disclosure requirements. The PAC files regular public reports with the Federal Election Commission (“FEC”), and political contributions to and by the PAC are required to be disclosed. These reports are publicly available on the FEC website at http://www.fec.gov/disclosure.shtml.

THE BOARD RECOMMENDS THAT YOU VOTE “AGAINST” THIS PROPOSAL CALLING FOR CERTAIN DISCLOSURES REGARDING CORPORATE POLITICAL CONTRIBUTIONS.

Amazon is notorious for not paying state sales taxes and for driving brick-and-mortar stores out of business.  In 2010, Amazon’s CEO, Jeff Bezos, donated $100,000 to oppose the Washington State high earners income tax initiative I-1098. See Steve Ballmer and Jeff Bezos Give Big to Fight 1098.

The May 24th company meeting, at the convenient Seattle Art Museum, is a worthy target for a protest, either by Occupiers or by MoveOn’s 99% Spring, or both.