On April 20, 2026, SOC Investment Group, American Baptist Home Mission Societies (ABHMS), Investor Advocates for Social Justice (IASJ), Oxfam America, and United for Respect Education Fund (UFREF) launched a director “Vote No” campaign at Amazon, citing governance failures, opportunistic taking advantage of the SEC’s new guidance on excluding shareholder proposals, and a pattern of a lack of meaningful engagement with shareholders. A director “Vote No” campaign is an escalation tool used by investors seeking changes in oversight and governance at public companies. By asking shareholders to vote against particular members of the board, the “Vote No” campaign is intended to put pressure on the board and could help effect positive change.

Last year, ABHMS, represented by IASJ, and over 30 co-filers, including UFREF, filed a shareholder proposal that raised concerns about the human rights risks associated with the company’s AI and cloud computing services (Responsible AI proposal). Amazon excluded the shareholder proposal, following a November 2025 update from the US Securities and Exchange Commission (SEC), which announced it would no longer weigh in on the no-action process under Rule 14a-8. This change effectively allows companies to unilaterally exclude shareholder proposals without SEC review or oversight. While companies are not required to take advantage of this regulatory change, Amazon chose to do so, preventing shareholders from voting on a proposal addressing material governance, legal, and human rights risks. Many peer companies have continued to engage constructively with investors despite the regulatory shift. Instead, Amazon’s decision limited opportunities for investor dialogue and oversight on issues that shareholders have repeatedly raised over multiple years.

“For years, we have raised concerns about the misuse of Amazon’s technologies and the serious human rights risks that may result. After Amazon chose to exclude our shareholder proposal on responsible AI, denying investors the opportunity to vote, we chose to co-lead a “Vote No” campaign to ensure these concerns are still formally raised before the company and its shareholders. Shareholders have a right to demand transparency and accountability. Excluding a shareholder proposal does not eliminate the underlying issues, and we believe Amazon must respond to concerns about how its technologies may be contributing to human rights harms in the United States and globally,” stated Gina Haas, Director of Investment, American Baptist Home Mission Societies, the lead filer.

Investors have attempted to engage the company on these issues for several years without meaningful or sustained responses. Amazon has repeatedly declined to engage in dialogue with investors, even after a related proposal addressing customer due diligence and similar human rights concerns received over 41% support. This pattern of limited transparency and responsiveness, amidst growing concerns, underscores why shareholders have brought forward this proposal.

Following Amazon’s unilateral decision to exclude the Responsible AI proposal, the Proponent requested meaningful dialogue with the company to discuss the underlying concerns. Amazon offered to meet with the Proponent, but said it would be “impossible” to discuss the underlying issues, and it would only attend in “listen-only” mode. The Proponent believes Amazon’s proposed meeting would neither be meaningful nor dialogue and responded that it was “unable to accept [Amazon’s] offer unless and until there is an opportunity for meaningful and constructive dialogue between Amazon and shareholders.”

In response to Amazon’s exclusion of the shareholder proposal (as well as two other highlighted shareholder proposals that were also excluded), the five groups launched the Vote No campaign, urging shareholders to vote against the re-election of Jonathan Rubinstein, Jamie Gorelick, Andrew Ng, and Patricia Stonesifer.

Additionally, UFREF Co-Executive Director, Bianca Agustin, filed a floor proposal calling on Amazon to create an independent Artificial Intelligence and Automation Advisory Council to address AI development and deployment, particularly as they relate to Amazon workers’ rights. Due to procedural limitations, floor proposals are generally unlikely to garner substantial support. Despite this, the move reflects an alternative approach to addressing shareholder concerns.

Joan, an Amazon Warehouse Associate for 4+ years, said, “Being silent means that we are complicit in AI taking our jobs. Anger means nothing unless we channel it into worker power. Amazon may be customer-driven, but its workers are the backbone that keeps the company afloat, ensuring they receive their merchandise.”

Issues Raised in the Proposals:

Project Nimbus and Heightened Human Rights Concerns in Gaza

Over the years, investors have raised concerns about Amazon Web Services (AWS) regarding misalignment between Amazon’s Responsible AI commitments and real-world deployments. Under the $1.2 billion Project Nimbus contract between AWS and the Israeli government, AWS provides cloud infrastructure and AI-enabled capabilities used across governmental and military operations in Gaza. These operations have drawn condemnation from international human rights organizations and UN mandate holders, several of whom have warned of the potential commission of international crimes.

Investigations in 2024 documented Israeli military units’ use of AWS infrastructure to store, process, and analyze extensive surveillance and operational data and, in some instances, to support targeting workflows associated with airstrikes that resulted in civilian casualties. A subsequent 2025 investigation reported that Project Nimbus’ contractual terms prohibit AWS from suspending or limiting service, even in cases of possible misuse, and require the Company to violate court-ordered gag orders. These provisions raise significant legal, policy, and reputational risks for Amazon, particularly given the elevated scrutiny of technology companies’ involvement in conflict settings

UN Special Rapporteur Report Highlights Amazon’s Role in Human Rights Violations in Gaza

A recent report by the UN Special Rapporteur on the occupied Palestinian territories highlighted how major cloud and technology providers like Amazon can contribute to what the report termed an “economy of genocide,” identifying Project Nimbus as a key component enabling data processing, surveillance, and military decision-making capabilities in Gaza. In public statements, Israeli officials have described cloud and AI tools as operational assets in conflict, intensifying scrutiny of technology companies’ responsibilities in high-risk environments.

Human Rights Risks in US Immigration Surveillance and Enforcement

Investors also highlight misalignment risks in Amazon’s provision of AI and cloud services to US immigration authorities. AWS hosts critical Department of Homeland Security (DHS) systems used in immigration enforcement, including data-analytic tools that support monitoring, detention, and deportation operations. AWS infrastructure is also expected to underpin DHS’s forthcoming HART biometric and analytical system, a large-scale AI-driven platform that civil rights organizations warn may amplify discriminatory surveillance practices, undermine due process concerns, and enable invasive data collection. 

Maria Diaz, Make the Road member, stated, “My son, who has lived in this country for more than a decade, worked here and built a family and full life here, was abducted and detained by masked ICE officers last month. Our family has been shattered, and we are not sure if we will ever see him again. Amazon is complicit in the separation of hundreds of thousands of families like mine. Amazon profits from the pain of mothers that fear they will never see their sons again. I call on Amazon to cut their ties with ICE and for an immediate investigation into Amazon’s role in the Trump administration’s attacks on immigrants and citizens alike.” These risks raise questions about whether current oversight mechanisms are adequate to ensure consistency with Amazon’s Responsible AI Approach.

Ring Cameras and Immigration Enforcement Concerns

Amazon’s broadening portfolio of consumer surveillance technologies has further intensified investor concern. Ring, Amazon’s home-security subsidiary, has recently introduced facial-recognition features and expanded its partnerships with local law-enforcement agencies. Ring also announced an integration with Flock Safety, whose automated license plate and vehicle-tracking data has been accessed by immigration authorities. These developments heighten the risk that Amazon’s AI-driven products may enable discriminatory policing, exacerbate civil rights harms, or be deployed in ways inconsistent with the Company’s stated commitments. The Company recently canceled this planned partnership with Flock Safety following significant public and stakeholder backlash over surveillance concerns.

Growing Investor Concern

Recent investor action demonstrates that these concerns are no longer isolated. A comparable shareholder proposal at Microsoft received more than 25% of shareholder support and a recommendation from Institutional Shareholder Services (ISS), signaling substantial investor concern that inadequate governance of AI systems and cloud services may contribute to serious human rights harms. This level of support reflects a broader shift in investor expectations.

Importantly, investors are now differentiating between companies based on how they respond to these risks. Microsoft had engaged with investors for several years on responsible technology use prior to the filing and took concrete steps when concerns intensified. In September 2025, Microsoft terminated specific cloud and AI services provided to the Israeli military’s intelligence Unit 8200 following investigations and public reporting that the technology had been used for mass surveillance of Palestinians in ways that raised serious questions about compliance with the company’s Responsible AI commitments and human rights policies. The decision followed sustained investor engagement, media scrutiny, and public pressure, illustrating how companies can respond substantively to emerging risks.

However, reporting by The Guardian and intelligence sources indicates that the termination did not halt the surveillance activities. Instead, in early August 2025, Unit 8200 reportedly transferred approximately 8,000 terabytes of intercepted communications data from Microsoft’s cloud infrastructure to AWS, as part of a broader migration toward providers participating in the Israeli government’s Project Nimbus contracts, including Amazon and Google. As of late September 2025, Amazon had not publicly responded to inquiries regarding the reported transfer of surveillance data to its platform.

In contrast to Microsoft’s actions, Amazon has not conducted a comparable independent review, meaningfully engaged with shareholders in sustained dialogue on these concerns, or provided sufficient transparency regarding how it assesses and manages high-risk uses of its technologies, despite sustained pressure from investors, civil society, and its own workers. There is a widening gap among companies, and investors are disappointed and incredibly concerned by Amazon’s lack of transparency and responsiveness to its own shareholders.

Amazon Warehouse Workers Demand Oversight with an Independent AI and Automation Advisory Council in Response to Counter Robot Bosses

Amazon Associates experience the consequences of Amazon’s rapid deployment of advanced technologies on a daily basis. From algorithmic management to AI-driven surveillance and robotics, these systems function as “robot bosses,” dictating some of the most granular aspects of an Associate’s tasks, including how they walk through the warehouse or bend over to move a package. These opaque technology systems also administer punitive disciplinary actions through an unaccountable robot boss.

Amazon claims that deploying advanced technologies makes workers safer. But injury rates in Amazon warehouses remain high, exposing workers and investors to material risks across the company’s warehouse and logistics operations. Jason Carletti, Amazon Warehouse Associate, shared, “As for safety, I don’t really see changes because of AI yet. But I do think it’s coming. I can see a future where AI is used to determine what is safe and unsafe and dictate what workers can and can’t do. Do I see it helping associates? No. I think it’s more likely to make jobs harder and less efficient.”

The floor proposal seeks to create an independent Artificial Intelligence and Automation Advisory Council that would provide oversight and recommendations regarding the development and deployment of these technologies. This council would include hourly warehouse associates and frontline workers, alongside independent experts in civil rights, labor standards, occupational safety, and technology ethics.

Conclusion

Shareholders will continue to pursue all available avenues to ensure that material human rights, governance, and risk concerns are addressed transparently and responsibly. As investor expectations across the technology sector continue to rise, companies that fail to engage meaningfully or implement robust oversight risk falling behind both their peers and the evolving standards of responsible corporate governance, and leave themselves susceptible to being connected to major human rights violations. 

Despite the SEC’s weakening of shareholder rights, Amazon’s unilateral exclusion of the Responsible AI proposal and other shareholder proposals, and the company’s lack of meaningful engagement with shareholders, responsible investors will not be silenced. The “Vote No” campaign and the floor proposal highlight the resilience and creativity of a cross-section of shareholders who stand up for human rights and call for transparency and accountability at Amazon. 

For more information, please contact: Aaron Acosta aacosta@iasj.org and UFR: press@united4respect.org