Reportedly responsive to a CtW Investment-led shareholder letter campaign and annual meeting proposal, Amazon filed a DEFA 14A disclosing its adoption of a Rooney Rule-style board diversity policy (via an amendment to its Corporate Governance Guidelines) that the company indicated codifies its current practices.
The director candidate selection text provides [new]:
Selection of Candidates for Board Membership
The full Board, on the recommendation of the Nominating and Corporate Governance Committee, nominates candidates for election to the Board. In selecting candidates for recommendation to the Board, the Nominating and Corporate Governance Committee annually reviews the tenure, performance, and contributions of existing Board members to the extent they are candidates for re-election, and considers all aspects of each candidate's qualifications and skills in the context of the needs of the Company at that point in time with a view to creating a Board with a diversity of experience and perspectives, including diversity with respect to race, gender, geography, and areas of expertise. Accordingly, the Nominating and Corporate Governance Committee includes, and has any search firm that it engages include, women and minority candidates in the pool from which the Committee selects director candidates. Among the qualifications and skills of a candidate considered important by the Nominating and Corporate Governance Committee are a commitment to representing the long-term interests of the shareowners; customer experience skills; internet savvy; an inquisitive and objective perspective; the willingness to take appropriate risks; leadership ability; personal and professional ethics, integrity and values; practical wisdom and sound judgment; and business and professional experience in fields such as operations, technology, finance/accounting or marketing.
The "Rooney Rule" is an NFL policy that requires league teams to interview ethnic-minority candidates for head coaching and senior football operation jobs, which has more recently been applied in the board and C-suite search arena in conjunction with the push for greater diversity in the leadership ranks.