Amazon Shareholders Want More Regular Say on Bezos’ Pay (Updated)

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By Andrea Vittorio

Investors at Amazon.com Inc. want to weigh in more regularly on how much Jeff Bezos gets paid.

The online retail giant is among almost 150 companies where investors have voted to join the majority of U.S.-listed corporations that already let shareholders have a say on executive pay packages each year, rather than every three years.

Companies are required by the Dodd-Frank Act to give shareholders say-on-pay votes, but the votes don’t need to happen annually. Say-on-pay votes can be held every two or three years instead. Investors, who got to vote at company meetings this year on how often the voting occurs, would much rather have a yearly say because that’s how often compensation is usually decided.

“Annual say-on-pay votes are an important safeguard to prevent excessive executive pay,” AFL-CIO President Richard Trumka said in a statement Aug. 8. Trumka is part of an investor group that pushed for a switch to annual pay votes at more than 300 companies in the Russell 3000, a benchmark for the nation’s stock market.

Most of the shareholders that have voted so far at Amazon and 272 other companies prefer a yearly say on pay, according to the group’s organizer Segal Marco Advisors. Shareholders almost always get the frequency they ask for, according to research by the Council of Institutional Investors.

Amazon declined to comment on whether it would now make the switch. The last time investors voted on Bezos’s pay it got almost 98 percent support, data compiled by Bloomberg shows. His annual salary has stayed steady at just over $81,000 while his net worth has fluctuated—he was briefly the world’s richest person—due to his substantial ownership stake in Amazon.

Frequency of Feedback

The group of labor funds, pension funds, and other institutional investors that advocated for annual voting argued it provides companies with more timely feedback on pay packages. Otherwise, investors looking for an outlet may vote against or withhold votes from directors responsible for setting compensation.

The three-year minimum frequency for say-on-pay votes would be eliminated by Republican-backed legislation that the House passed earlier this year. The bill faces tougher odds in the Senate, where it’s unlikely to get through in its current form. Investors are still concerned about provisions that they say would make companies less accountable on a number of issues, including pay.

“Limiting shareholders’ right to vote on compensation sends a dangerous message to corporate executives that there are no consequences for excessive risk-taking or poor performance,” New York State Comptroller Thomas DiNapoli, another member of the investor group who oversees the nation’s third largest public employee pension fund, said in a statement.

Shareholder support for Russell 3000 executives’ pay averages close to 92 percent, according to Bloomberg data. The votes aren’t binding, but when a significant number of investors reject a compensation plan, the board typically responds by changing incentive plans to align with investor interests.

(Sixth paragraph updated to include Amazon’s response and details on Bezos’s compensation.)

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

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

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