Amazon, Citigroup Investors May Get Vote on Pay-Gap Items

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By Che Odom

March 18 — Shareholders at Amazon.com Inc., Citigroup Inc. and about 10 other companies may get to vote on whether management should describe how these organizations intend to close gender pay gaps.

“Equal pay is core to addressing structural diversity issues,” Natasha Lamb, Arjuna Capital's director of equity research and shareholder engagement, told Bloomberg BNA in an interview March 18. “If you want to have more women in leadership roles, you need to incent them the same as their male counterparts.”

In addition to Amazon and Citigroup, Arjuna, a division of Baldwin Bros. Inc., and Trillium Asset Management LLC also submitted shareholder proposals with companies such as Expedia Inc., Facebook Inc. and Microsoft Corp. asking that they report on their policies and goals for reducing gender pay gaps.

The proponents have received a “wide range of responses,” with some companies willing to make changes and others becoming defensive, Lamb said.

Citigroup and Amazon have chosen to put up a fight, while Intel Corp. and Apple Inc. have taken proactive approaches to close gaps and reveal numbers, Lamb said.

Failed ‘No Action' Bids

Amazon and Citigroup were unsuccessful in petitioning the Securities and Exchange Commission staff to grant them so-called “no action” relief from the resolutions.

Citigroup argued that Trillium's proposal already had been substantially implemented, while Amazon said Arjuna's resolution was so inherently vague or indefinite that shareholders wouldn't understand what exactly was being asked.

The SEC's Division of Corporation Finance said it could not concur with those arguments.

Attempts to reach either company for comment were unsuccessful.

Amazon holds its annual shareholder meeting in June. Citigroup's annual meeting is in late April.

Different Targets

While Trillium targeted two financial-services companies, Citigroup and American Express Inc., Arjuna focused on technology firms because the sector is known for its “egregious diversity numbers and boys' club atmosphere,” Lamb said.

“If you can’t attract and retain top talent, including women, how can you compete?” she asked.

Last year, Arjuna filed a first-of-its-kind proposal on gender pay at eBay Inc., which was voted down by shareholders May 1, 2015.

This year, Trillium withdrew its proposal from American Express Inc. on technical grounds. The firm also submitted a related proposal with J.B. Hunt Transport Services Inc., asking the company to amend its written equal-employment-opportunity policy to expressly prohibit discrimination.

Investors at other companies, including Discovery Communications Inc., have submitted resolutions calling for greater board diversity.

To contact the reporter on this story: Che Odom in Washington at codom@bna.com

To contact the editor responsible for this story: Yin Wilczek at ywilczek@bna.com