Resolution Rejections: Amazon to Exclude at Least Seven Shareholder Proposals
12 February 2026
Amazon looks set to exclude at least seven shareholder proposals from its 2026 proxy statement without formal assent from the US Securities and Exchange Commission (SEC) despite taking an extra step which could add to the confusion surrounding ‘no action’ requests.
The seven resolutions which Amazon has chosen to reject from its 2026 proxy statement as of 10th February are marked on the SEC’s website as having “received responses to Rule 14a-8(j) notifications”, which could create the assumption that the company has had ‘no action’ requests approved by the commission. However, for all seven proposals the SEC has only said that it will “not object if the Company excludes the Proposal from its proxy materials” based solely on Amazon’s legal counsel. The exclusions come against the backdrop of heightened uncertainty triggered by the commission’s controversial decision to not respond to almost all ‘no action’ requests during the 2026 proxy season.
Key Client Takeaways:
Amazon Excludes at Least Seven Proposals
- Amazon looks set to exclude a minimum of seven shareholder proposals from its 2026 proxy statement, despite the SEC only stating it “will not object” rather than supporting the exclusions.
Pro- and Anti-ESG Proposals Impacted
- The excluded resolutions span ESG-related issues, including AI, DEI, lobbying, plastics and human rights, and come from a mixture of pro- and anti-ESG proponents – reflecting ongoing tension around ESG-related investor activity.
‘Micromanagement’ and Resubmission Threshold Justifications
- Several of the proposals were excluded for either alleged ‘micromanagement’ of the company or for failing to meet the SEC’s raised resubmission thresholds, with the former justification much more contested than the latter.
The seven shareholder proposals came from a mixture of pro- and anti-ESG proponents with some from organisations and others from individual investors. Amazon has not yet published its 2026 proxy statement so it remains to be seen how many shareholder proposals will be voted on at its AGM this year, if any. Amazon has published its proxy statement in the first half of April every year for the past five years, meaning clarity on this point will arrive in the coming months. The company has held its AGM in the second half of May in each of the last five years.
The changes to the SEC’s ‘no action’ request process has prompted concerns that there could be a significant decline in the overall number of shareholder proposals in the US during the 2026 proxy season. Companies are now able to exclude resolutions without explicit SEC approval, leading to a potential reduction in proposals submitted for shareholder votes. Amazon itself is already displaying this trend. Since 2019, it has typically seen double-digit counts of resolutions, peaking at 18 in 2023. The number of proposals slipped 14 in 2024 before sharply dropping to eight in 2025. The downward trend for resolutions could well continue in 2026.
Average shareholder support for proposals during this period has also been strong, peaking at 29.6% in 2021. Average support has since been on the decline. However, it is worth noting that 2022 was the first year of a resolution receiving less than 1% of votes in favour, something that also happened in 2023, 2024 and 2025, dragging down the average level of proposal support. In 2022, five of the 15 resolutions received 40% or more of votes in favour, but two proposals getting just 0.8% and 0.3% backing dragged the average for the AGM down. The figure below, using data from Minerva Analytics, showcases these trends.
Source: Minerva Analytics Ltd
Topics among the seven proposals Amazon intends to exclude from its 2026 AGM includes artificial intelligence (AI), diversity, equity and inclusion (DEI), human rights, lobbying spending and plastics pollution. Resolutions on several of these themes have secured solid support from shareholders at previous Amazon AGMs.
At its 2025 meeting, seven of the eight shareholder proposals voted on secured more than 10% of votes in favour. The best backed one requesting the Board to prepare a report to shareholders on warehouse working conditions from pro-ESG proponent Tulipshare received more than 22% of votes in favour. An assessment of AI-associated human rights risks, Scope 3 greenhouse gas emissions, the impact of data centres on the company’s climate commitments and reporting on packaging materials were other proposals which received more than 10% of votes. Amazon’s founder Jeff Bezos holds over 9% of the company’s shares, while asset managers BlackRock, Fidelity, State Street, and Vanguard together own more than 21%. Therefore, any proposal receiving over 10% of votes in favour reflects significant support from shareholders.
The SEC’s shift in ‘no action’ request approach risks handing unprecedented discretion to corporate management and threatens to sideline investor voices on key environmental and social issues, as reported by Minerva Analytics. Pro-ESG proposals had been forecast to be the most acutely impacted by the change from the commission and has proved the case with the exclusions by Amazon, though some from anti-ESG proponents have also been affected.
The reasons given by Amazon for excluding the proposals ranged from the polarising ‘micromanagement’ argument for some while others were rejected due to them not meeting the heightened resolution resubmission thresholds which came into effect last year. ‘Micromanagement’ was the justification for excluding two shareholder proposals, one from a pro-ESG proponent and the other from an anti-ESG proponent.
One of the proposals excluded for ‘micromanagement’ focused on direct and indirect lobbying spending from individual shareholder James McRitchie, a topic which has received heightened scrutiny in recent times. Between 2020 and 2024, lobbying-related proposals received consistently strong support. In each of the five years such resolution secured at least 23.5% of votes in favour, with a proposal in 2022 getting 47% support, the highest of any resolution between 2018 and 2025. There was no lobbying-focused proposal at Amazon’s 2025 AGM and it seems like there will not be one in 2026 either.
The other from the Oklahoma Tobacco Settlement Endowment Trust was anti-DEI in nature and requested the company to report on median compensation and benefits gaps across gender as they address reproductive and gender dysphoria care, including associated policy, reputational, competitive, operational and litigative risks, and risks related to recruiting and retaining diverse talent.
The use of ‘micromanagement’ as a rationale to reject proposals is highly contested and raises significant questions regarding the likelihood of SEC approval for the company’s justification. However, given the SEC made it easier for companies to exclude proposals on micromanagement grounds last February and allowed five companies to reject lobbying resolutions from their agenda the following month they could well have been on the side of Amazon.
Two of the proposals rejected by Amazon were due to them not meeting the resubmission thresholds set by the SEC. Both resolutions were from pro-ESG proponents, with one from the American Baptist Home Mission Society looking at responsible AI and the other from As You Sow focusing on flexible plastic packaging. Last year, SEC rules came into effect which ratcheted up the support proposals needed to be resubmitted. Under these rules, if voted on once a resolution requires 5% support to be resubmitted, rising to 15% if voted on twice and 25% if voted on three times. These thresholds stood at 3%, 6% and 10% respectively under the previous rules. This means that the exclusion of these proposals also may well have been accepted by the SEC if they had decided to respond to the ‘no action’ requests.
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Last Updated: 12 February 2026