The Private Sector Department at Oxfam has been introducing shareholder resolutions at Annual General Meetings (AGMs) of various companies for several years now. Recent efforts included a resolution at Amazon, which we presented at the AGM on May 24, 2023. The resolution received a 22.4 percent vote total, up slightly from last year.

We presented another resolution at the Walmart AGM on May 31, 2023, which received 5.7 percent of the total vote, or 11.4 percent of the independent vote (the vote total without the Walton’s insider ownership; they own 51 percent of the company).

We spoke with Hana Ivanhoe of Oxfam’s Private Sector Department about the strategy, and hopes for the future.

POLITICS OF POVERTY: Hana, can you tell us a bit about the resolutions?

HANA IVANHOE: Both resolutions are similar in that, among other things, they are geared toward the underlying objectives of improving conditions for workers, but they take two very different approaches.

The Amazon resolution calls for an hourly associate to be added to the list of candidates to be voted on for the company's board of directors. This is a means of elevating and amplifying worker voice at the company.

Media reports have indicated that Amazon has repeatedly taken actions that we believe may stifle worker voice. The National Relations Labor Board (NLRB) has repeatedly ruled that the company violated labor laws,* including finding that Amazon illegally retaliated against activist employees who encouraged the company to improve its labor and environmental practices, and that it illegally interfered with the union election in Bessemer, Alabama.

We believe that there needs to be a means for workers’ concerns and grievances to be heard at the highest levels of management and corporate leadership—and that the presence and voice of an hourly associate on the board could mitigate reputational, operational, legal, and financial risks to the company and its investors.

For example, a highly publicized leaked internal memo warned that Amazon churns through workers so quickly that it will exhaust the labor pool in key markets for the company (like Phoenix, AZ, and the Inland Empire in Southern California, a crucial logistics hub for the company). An hourly worker on the board could flag the issues leading to high turnover, easing an array of risks to the company, including its reputation.

On the Walmart side, we took a different approach, based on what we regard as the priority issues for that company. The underlying fundamental challenges are largely the same—poor working conditions and violations of workers’ rights, and the manner in which those things can contribute to economic inequality and other problems.

We believe Walmart should do more to create and implement a comprehensive human rights due diligence (HRDD) plan.

All companies have a duty to ensure that they are meeting the basic requirements of HRDD, as codified in the UN Guiding Principles on Business and Human Rights.

Companies need to apply HRDD to the various producers and farmers around the world that they source from--which for Walmart includes a number of high-risk sectors.

But they also need to apply it to their own operations, and their own workforce here in the US. We see time and time again companies failing to take those human rights responsibilities seriously with respect to their own workers. For example, numerous media articles have reported instances of alleged health and safety concerns at Walmart facilities, as well as concerns around workers’ inability to earn a living wage.

These are issues that could potentially be considered violations of human rights, and therefore a sufficiently robust HRDD plan could help to prevent, mitigate and/or remedy them. So that's what our resolution called for with Walmart.

POP: Can you give a brief overview of the strategy and the mechanics of the resolution process?

HANA IVANHOE: When we do our advocacy work, we engage with the companies themselves, and with allies and other organizations, unions, worker centers, and NGO coalitions.

So, while our focus is the private sector, that doesn't mean that we only work with and advocate toward the companies themselves. We also engage directly with the investors to make sure they understand the connection between working conditions at a company and its long-term financial viability. We believe that shareholders can sometimes see medium- and long-term value considerations better than the folks managing the company day to day.

Ultimately, investors as owners of the company have both a tremendous amount of power and a tremendous amount of visibility and perspective in really evaluating what considerations a company should be taking into account.

Institutional investors may have a different perspective, and have some very real concerns about the financial viability of a company that, for example, is exhausting its US workforce. A fund that holds shares of a company for not just years, but decades, may be more concerned than someone who is running the company day to day.

So that's why the investor strategy is so crucial and so powerful to us, and why we meet regularly with institutional investors.

We also meet with ethical investors; ICCR (Interfaith Center on Corporate Responsibility) is one of our biggest allies in this space. They're tremendously influential, and they do incredibly important work.

Ultimately, if a company doesn't move on a particular issue—if we've made the case to them through insider engagement based on thorough analysis and research as to why we believe it's critical, and they haven't provided a sufficient response—a shareholder resolution going directly to the investors may be the best way to escalate that issue to the next level.

POP: So, this year we had some diverse voices in the mix--for example, an Amazon worker from a warehouse in Bessemer, AL. Does it make a difference to the board or shareholders to hear directly from people impacted by the decisions they make?

HANA IVANHOE: It certainly should matter to the company to hear from the folks who are directly impacted by their operations, but I don't know whether it necessarily does. I believe that if the opinions of workers mattered more to companies, some of our proposals (like our resolution at Amazon) that seek to elevate worker voice wouldn't be necessary.

Hearing worker voices matters to some investors. When we're having our various investor engagement conversations--which we always have in the lead-up to the AGM--when we're talking to folks to make sure they understand our proposal, and that they are prepared to vote in an informed and educated way on it, they sometimes ask about our work or our engagement with workers and what workers themselves want.

POP: Did Oxfam file resolutions with other companies this year?

HANA IVANHOE: We did file this year with companies in the pharmaceutical and extractives industries.

POP: How do the boards of directors respond to these sorts of resolutions? I remember listening to some of the meetings in the past and they were sort of abrupt and dismissive. Do you ever get a warm welcome?

HANA IVANHOE: A lot has changed since COVID, so these days most AGMs are virtual.

In my experience, the meetings are conducted remotely—audio only, no video. And you're not speaking in real time, so you can’t just unmute yourself and ask a question; in most cases, they require that you prerecord the audio.

In terms of questions that investors are able to raise, again in my experience, those are entered only via the chat function, and the company then decides which questions will be read and answered-and so many are not.

POP: What would need to change in order for them to see things from our perspective?

HANA IVANHOE: Overall, companies in all sectors would be best served by reframing their approach to workers and worker voice, looking at them not as a liability but as sources of opportunity to become more financially viable and sustainable in the long term.

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*In response to Oxfam, Amazon responded that it complies with the law and respects the right of its employees to join or not to join a union.