Amazon Adopts NFL-Inspired Policy for Board Diversity

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By Andrea Vittorio

Amazon.com Inc. has adopted a new policy to consider women and minorities for all open seats on its board of directors.

The retail giant’s board had faced criticism for opposing a proposal from shareholder activists that called for a recruiting requirement similar to the National Football League’s so-called Rooney Rule. That rule, spearheaded by former Pittsburgh Steelers owner Dan Rooney, has helped the NFL increase the diversity of its coaching staff by requiring teams to interview at least one minority candidate.

Amazon’s new policy to include women and minorities as director candidates “formalizes a practice already in place,” the company said in a May 14 filing with the Securities and Exchange Commission. It was first reported by Recode.

The policy update comes after advocacy from shareholders including the CtW Investment Group, which works with union-sponsored pension funds with more than $250 billion in assets under management. CtW says Amazon has had several opportunities to add diversity to its board over the past decade, but its two most recent director appointments have been white men.

Amazon’s board told shareholders to vote against the CtW’s Rooney Rule proposal at its annual meeting May 30. That drew criticism from four lawmakers that co-chair the House Tech Accountability Caucus, who called Amazon’s rejection of the proposal “astounding.”

“Our astonishment is compounded when you consider the fact that your ‘customer-centric’ company — with over 300 million active users — has zero people of color on your 10-person board of directors,” Reps. Yvette Clarke (D-N.Y.), Robin Kelly (D-Ill.), Bonnie Watson Coleman (D-N.J), and Emanuel Cleaver (D-Mo.) wrote in a May 11 letter to Amazon’s chief executive officer Jeff Bezos.

About one-third of the independent directors on Amazon’s board are women, which, according to data compiled by Bloomberg, is above the average for e-commerce companies.

To contact the reporter on this story: Andrea Vittorio in Washington at avittorio@bloomberglaw.com

To contact the editor responsible for this story: Fawn Johnson at fjohnson@bloomberglaw.com

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