Amazon to Block Investor Vote on AI Services for Israel, DHS

Amazon.com Inc. plans to stop investors from considering a shareholder proposal for details on whether the company’s business with Israel’s military and the US Department of Homeland Security comply with its standards for responsible AI use.

The resolution from the American Baptist Home Mission Societies asked Amazon’s board to report on “instances of misalignment” between its policies for responsible artificial intelligence and sales of AI and cloud services. The tech giant may face legal hazards and other business risks stemming from contracts with Israel and DHS, according to the proposal.

Amazon has faced pushback over its work for DHS’s Immigration and Customs Enforcement and Israel before, amid escalating ICE activity and Israel’s war in Gaza. Amazon’s responsible AI approach includes fairness, privacy, security, safety, and transparency, which may be incongruent with Israel and DHS work, the shareholder proposal said.

The company is able to block consideration of the resolution under Securities and Exchange Commission rules because it was similar to American Baptist Home Mission Societies proposals considered at previous annual meetings, including in 2024 when the group’s request didn’t receive enough support to get another vote, a lawyer representing the company said in a Jan. 19 letter posted on the agency’s website Friday.

The group in 2024 had a proposal seeking a report on whether Amazon’s technology services contracts contribute to human rights violations; the resolution garnered support from 16.8% of votes cast at the company’s annual meeting.

“The Proposal shares the same substantive concerns and addresses substantially the same subject matter as the Previous Proposals,” Ronald Mueller, a Gibson, Dunn & Crutcher LLP partner, said in the letter.

A representative of the American Baptist Home Mission Societies didn’t immediately respond to a request for comment.

Companies are required to notify the SEC of plans to exclude shareholder proposals from proxy voting materials for their annual meetings. The SEC previously weighed in on whether a company could block a resolution, but the agency under Chairman Paul Atkins largely abandoned the practice.

The SEC will send companies a letter when requested saying it won’t object to efforts to omit resolutions from their proxy statements. Amazon received such a response from the regulator Jan. 30.

The agency also said it won’t object to Amazon blocking votes on shareholder proposals seeking reports on employee compensation and benefits and US immigration policy impacts, after the company asked.

Amazon’s annual meeting is slated for May.