UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON,~~
Washington, D.C. 20549

SCHEDULE 14A

~~PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE~~

~~SECURITIES EXCHANGE ACT OF~~

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

(~~AMENDMENT NO.~~Amendment No. )

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☐		~~Preliminary Proxy Statement~~

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☒		~~Definitive Proxy Statement~~

☐		~~Definitive Additional Materials~~

☐		~~Soliciting Material under§240.14a-12~~

AMAZON.COM, INC.

(~~NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)~~

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TABLE OF CONTENTS

Notice of 2022
Annual Meeting
of Shareholders
& Proxy Statement

9:00 a.m., Pacific Time
Wednesday, May 25, 2022

Virtual Meeting Site: www.virtualshareholdermeeting.com/AMZN2022

TABLE OF CONTENTS

PROXY OVERVIEW

ANNUAL MEETING OF SHAREHOLDERS
To Be Held on Wednesday, May 25, 2022

Meeting Agenda

Thank you for being an Amazon shareholder. No matter how large or small your holdings may be, your vote is important to us, and we encourage you to vote your shares in accordance with the ~~appropriate box):~~

Board’s recommendations. The information here is only an overview, and you can learn more before you vote by reading our Proxy Statement and Annual Report.

	Voting Items	Board’s Voting Recommendation	More Information Beginning on Page
	1. Election of 11 directors	FOR (each nominee)	2
☒	2. Ratification of Ernst & Young as independent auditors	FOR	19
	3. Advisory vote to approve executive compensation	FOR	22
	4. Approval of a 20-for-1 stock split and a proportionate increase in authorized shares	FOR	24
	5-19. Shareholder proposals	AGAINST (each proposal)	26

	To express our appreciation for your participation, Amazon will make a $1 charitable donation to The Nature Conservancy on behalf of every shareholder account that votes.
		~~No fee required.~~

☐		~~Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.~~

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Stock Price Performance as of FYE 2021

30,716%	1,826%	345%	122%

20 year	10 year	5 year	3 year

Executive Compensation

~~Notice of 2020~~

•
~~Annual Meeting~~
~~of Shareholders~~
~~& Proxy Statement~~

~~9:00 a.m., Pacific Time~~

~~Wednesday, May 27, 2020~~

~~Virtual Meeting Site:~~~~www.virtualshareholdermeeting.com/AMZN2020~~


~~2019 Global Impact Highlights~~ ~~Our Planet~~
~~Amazon announced The Climate Pledge with ourco-founder~~ Global Optimism. The Climate Pledge is a commitment to be net zero carbon by 2040, a decade ahead of the Paris Agreement. Amazon is making significant investments in renewable energy and sustainability initiatives: • ~~Running on 100% renewable energy by 2030~~. ~~Amazon has over 86 renewable energy projects, including 26 utility-scale wind and solar farms and 60 solar rooftops installed on fulfillment centers and sort centers around the globe.~~
• ~~Purchasing 100,000~~~~fully electric~~ ~~delivery~~~~vehicles from~~~~Rivian~~, ~~the largest order ever for electric delivery vehicles. These vans are expected to save 4 million metric tons of carbon per year by 2030.~~ • ~~Investing $100 million~~ ~~in nature-based climate solutions and reforestation projects, in partnership with~~~~The Nature Conservancy,~~ ~~to begin removing carbon from the atmosphere now.~~ • ~~Eliminating packaging waste.~~ ~~Since 2008, our Frustration Free Packaging program has saved more than 810,000 tons of packaging material and eliminated the use of 1.4 billion shipping boxes.~~ • ~~Investing~~ ~~$10~~ ~~million in the Closed Loop Fund~~ to help ensure material gets back into the manufacturing supply chain. Over the next decade, Amazon’s investment is expected to increase the availability of curbside recycling for 3 million homes in the U.S. ~~Shopping online reduces your carbon emissions~~ Amazon’s sustainability scientists have spent more than three years developing the models, tools, and metrics to measure our carbon footprint. Their detailed analysis has found that shopping online consistently generates less carbon than driving to a store, since a single delivery van trip can take approximately 100 roundtrip car journeys off the road on average. Our scientists developed a model to compare the carbon intensity of ordering Whole Foods Market groceries online versus driving to your nearest Whole Foods Market store. The study found that, averaged across all basket sizes, online grocery deliveries generate 43% lower carbon emissions per item compared to shopping in stores. Smaller basket sizes generate even greater carbon savings. Our executive compensation philosophy focuses on the true long-term success of our business, not on isolated one-, two-, or three-year goals that encompass only a limited and selective portion of our objectives and that can reward executives with above-target payouts even when the stock price remains flat or declines. • Our emphasis on periodic grants of time-vested restricted stock units that vest over the long term perfectly aligns our executives’ compensation with the returns we deliver to shareholders. • Having considered other approaches to structuring executive compensation arrangements, we remain committed to the structure of our executive compensation because it has worked effectively, having allowed us to: ✓ attract and retain incredibly talented people who have guided our business through countless challenges; ✓ develop our business in ways that we could not have conceived a few years earlier, including initiatives that later became AWS, Kindle, Alexa, and our robust third-party seller business; ✓ make long-term commitments to sustainability ~~website provides comprehensive reporting on~~and other environmental, social, and human capital initiatives and goals; and ✓ deliver strong long-term returns to our ~~carbon footprint and progress on our commitments. Learn more at~~~~sustainability.aboutamazon.com~~. shareholders.

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Global Impact Highlights

Our ~~Communities~~

People

We now employ more than 1.6 million people worldwide—having created more than 750,000 full- and part-time jobs in the U.S. since the start of the pandemic—and continue to invest in offering competitive pay and benefits. In the U.S., this includes an average starting wage for our front-line employees of more than $18 per hour and comprehensive benefits for regular full-time employees. These benefits include health, vision, and dental insurance; a 401(k) with a company match; up to 20 weeks of paid parental leave for birthing parents; adoption assistance; and access to Amazon’s Career Choice program.

Amazon has been named No. 2 on Fortune’s World’s Most Admired Companies list for six years running and is currently in the Top 10 on LinkedIn’s Top Companies lists in the U.S. (No. 1), Australia, Canada, China, India, Japan, Spain, and the UK.

Some of the programs that earn us this recognition include:

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Family support programs, including Leave Share, which allows U.S. employees to donate up to six weeks of their paid parental time to their partner should their partner’s employer not offer paid parental leave, and Ramp Back, which enables employees to return to work at a flexible schedule for up to eight consecutive weeks after birth or adoption.

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Free mental health resources available 24/7 to all U.S. employees, their families, and anyone in their household, including free counseling sessions.

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Amazon Returnships, which help people who have been without a job or underemployed for at least a year by providing a new opportunity to rejoin the U.S. workforce.

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Amazon’s Career Choice program, which offers fully funded tuition opportunities, including bachelor’s degrees, high school diplomas, GEDs, and ESL programs. This offering, which we began in 2021, is part of Amazon’s $1.2 billion Upskilling 2025 commitment to provide free training to 300,000 employees in the U.S. by 2025.

Safety is integral to everything we do. Our work environments allow employees, regardless of background, skill level, or experience, to work with confidence. In 2022, we published Delivered with Care, a report on safety, health, and well-being at

[MISSING IMAGE: tm223357d2-pht_safty4clr.jpg]

Amazon. In 2021, we invested over $300 million in safety improvements, and we have incurred more than $15 billion in COVID-19-related costs since March 2020 to help keep employees safe and deliver for customers. Our scale, resources, and technology allow us to undertake initiatives that benefit the entire industry. For example, we are investing to create technology to improve universal fork truck safety, and we established a first-of-its-kind partnership with the National Safety Council to uncover new ways to prevent and address musculoskeletal disorders.

We believe our future is diverse, inclusive, and accessible across every race, gender, belief, origin, and community. In 2021, we again set ambitious goals focused on increasing diversity in our hiring, building an inclusive work environment, and providing equitable access for all. We’ve also increased the amount and specificity of the data we share publicly, which shows there is more work to do, but also demonstrates progress. We take steps to give employees a sense of belonging, value, and opportunity, such as through our 13 affinity groups (employee resource groups) with more than 90,000 employees across hundreds of chapters worldwide. We actively recruit diverse candidates through our partnerships with Historically Black Colleges and Universities, Hispanic-Serving Institutions, women’s colleges, and tribal colleges, and we have over 45,000 U.S. veterans and military spouses working at Amazon.

Learn more at aboutamazon.com/workplace.

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Our Partners

We work with more than 2 million independent partners in the U.S., including sellers, developers, content creators, authors, and delivery providers. We openly share information, tools, and services with third parties that work with Amazon to foster their business growth. When they thrive, our customers benefit from the products and services they offer. We support a number of different types of partners, including:

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Small and medium-sized businesses selling in Amazon’s stores. These businesses come from every state in the U.S.

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and more than 130 countries around the world. Amazon spent more than $100 million to help small and medium-sized businesses reach more customers during Prime Day and throughout the holiday season, and third-party sellers—most of which are small and medium-sized businesses—achieved record worldwide sales in Amazon’s store for the 2021 holiday season. More than half of sales from Black Friday through Cyber Monday were from third-party sellers, and more than 130,000 third-party sellers surpassed $100,000 in sales during the holiday season.

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More than 3,000 independent Delivery Service Partners. This program began in 2018 and now has companies in the U.S., Canada, the UK, Germany, France, Italy, Spain, Ireland, Brazil, the Netherlands, and India, employing more than 260,000 drivers. More than 2.2 billion packages have been delivered worldwide, and their businesses have generated over $12 billion in revenue, benefitting the community and customers. To address inequality and create long-term change, Amazon launched its diversity grant program in 2020 to help develop pathways for Black, Latinx, and Native American entrepreneurs.

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Millions of organizations in 190 countries around the world powered by Amazon Web Services (AWS). The fastest-growing startups and largest enterprises, as well as nonprofits and government agencies, are powered by AWS’s highly secure, reliable, scalable, and low-cost cloud technology. Using AWS, customers and partners around the world are innovating at a faster pace than ever before, including extraordinary accomplishments like delivering life-saving medications to patients faster, making self-driving cars a reality, and expediting real-world sustainability solutions that are helping everyone on the planet.

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Developers building for Alexa and Appstore. Builders, developers, and entrepreneurs have the opportunity to innovate, build a business, and connect with customers across hundreds of millions of Alexa devices, like Fire TV, Fire Tablet, and Echo. There are over 900,000 developers building for Alexa. Alexa helps generate billions of dollars for the developer and device-maker community, and there are skill developers making more than $1 million annually through in-skill purchasing. Amazon recently introduced the Appstore Small Business Accelerator and the Alexa Skill Developer Accelerator, which help smaller developers build and grow their app and skill businesses while inventing for customers. Amazon Appstore is also curating apps for the Windows 11 storefront, which brings mobile apps and games directly to Windows.

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Millions of writers around the world building successful careers using Kindle Direct Publishing (KDP). KDP authors self-publish and distribute their books to millions of readers around the world, choosing where they want to sell, setting their own prices, and earning up to 70% of every sale in royalties. Thousands of independent authors earned more than $50,000 in royalties in 2021, with more than 2,000 authors surpassing $100,000 in royalties. In addition, since 2009, the Amazon Literary Partnership has provided more than $14 million to organizations across the country that empower writers to create, publish, learn, teach, experiment, and thrive.

Learn more at aboutamazon.com/impact/empowerment/small-businesses.

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Our Planet

The Climate Pledge is Amazon’s commitment to be net-zero carbon by 2040, and we are on a path to powering our operations with 100% renewable energy by 2025. As the world’s largest corporate buyer of renewable energy, Amazon announced dozens of new renewable energy projects in 2021 and now has 274 projects globally. The Climate Pledge has been signed by Amazon and over 300 other companies that commit to the same goals, including Best Buy, IBM, JetBlue, Microsoft, Uber, Unilever, and Verizon. Pledge signatories in total generate over $3.5 trillion in global annual revenues and have more than 8 million employees across 51 industries in 29 countries.

[MISSING IMAGE: tm223357d2-pht_ourpl4clr.jpg]

Amazon continues to take meaningful steps in our journey to be net-zero carbon, including:

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Expanding Climate Pledge Friendly. This program includes more than 200,000 products, making it easier for customers to shop for products that have one or more of 37 different sustainability certifications.

•

Supporting the development of sustainable and decarbonizing technologies and services through The Climate Pledge Fund. With an initial $2 billion in funding, this program has invested in 11 visionary companies whose products and solutions will facilitate the transition to a low-carbon economy, such as CMC Machinery, a technology company that manufactures custom-sized boxes while eliminating the need for single-use plastic padding, and Infinium, a company developing low-carbon electrofuels for air, marine, and heavy-truck fleets.

•

Restoring and conserving forests, wetlands, and grasslands around the world through the Right Now Climate Fund. Last year, this $100 million fund announced investments in a nature-based carbon removal initiative in the Brazilian Amazon and a commitment of approximately $23.5 million (€20 million) for projects across Europe. The first recipient of new funding aims to plant 22 million trees across 14 metropolitan areas in Italy.

Some of our latest initiatives include:

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Mobilizing $1 billion to protect tropical forests via the LEAF (Lowering Emissions by Accelerating Forest finance) Coalition, an ambitious public-private initiative designed to protect tropical forests.

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Opening Climate Pledge Arena in Seattle, the first net-zero carbon certified arena in the world, which Amazon secured naming rights to in 2020.

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Partnering with automakers who share in our decarbonization ambitions. We are ~~committed~~excited to work with partners like Rivian, Stellantis, and others to help us accelerate the available supply of high-performance electric vehicles. Our custom order of 100,000 electric delivery vehicles in partnership with Rivian will hit the road by 2030.

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Collaborating with others to reduce packaging waste. Since 2015, we have reduced the weight of outbound packaging by more than 36% and eliminated the equivalent of 2 billion shipping boxes.

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Issuing a $1 billion sustainability bond. The bond funds new and ongoing projects in five areas: renewable energy, clean transportation, sustainable buildings, affordable housing, and socioeconomic advancement and empowerment.

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Participating in industry and government efforts, such as co-founding The Cargo Owners for Zero Emission Vessels network alongside the Aspen Institute, which aims to transition ocean freight vessels from fossil fuels to zero-carbon fuels by 2040; participating in the launch of The First Movers Coalition, which targets emissions reductions in aviation, ocean shipping, steel, and trucking; supporting the creation of the Sustainable Aviation Buyers Alliance’s Aviators Group, which is focused on accelerating the transition to net-zero emissions air transport; and supporting the launch of the Clean Energy Demand Initiative, which advances clean energy goals by leveraging corporate clean energy commitments.

•

Becoming the first consumer electronics manufacturer to commit to addressing, through renewable energy development, the electricity used by its devices. By 2025, Amazon aims to produce the clean energy equivalent of all the electricity used by Fire TV and Ring devices worldwide.

Learn more at sustainability.aboutamazon.com.

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Our Communities

We work side by side with community partners helping to solve some of the world’s most pressing challenges and build both long-term programs and what we call “Right Now Needs” programs to help build strong inclusive communities.

Our long-term programs support communities in a range of ways. For example:

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Amazon Future Engineer is our global childhood-to-career computer science program that inspires and educates students from underserved and underrepresented communities. In 2021, the program reached 1.8 million students in the U.S., Canada, France, Germany, India, and the UK. Students explore computer science by meeting Amazon employees in career talks or exploring our innovations. We support educators with school curriculum on topics like using code to make music and programming robots; we award 100 students in the U.S. each year with four-year, $40,000 scholarships and paid internships at Amazon; and we honor Teacher of the Year Award winners with more ~~children~~than $30,000.

•

We provide free cloud skills training, with the goal to reach 29 million people around the world by 2025. The AWS-designed programs range from self-paced online courses to intensive reskilling programs that help participants build new careers in the technology industry. In 2021, we launched AWS Skill Builder, a new digital learning experience; added AWS courses to the Amazon.com website; expanded the AWS re/Start global reskilling program; and ~~young adults, especially those from~~opened Amazon’s first dedicated, in-person cloud learning space in Seattle.

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Amazon launched the AWS Artificial Intelligence & Machine Learning Scholarship, a $10 million education and scholarship program aimed at preparing underrepresented and underserved ~~communities, have~~students globally for careers in machine learning.

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Amazon launched the ~~resources~~Amazon Housing Equity Fund in January 2021. This is the Company’s more than $2 billion commitment to preserve and ~~skills they need~~create affordable homes in Washington state’s Puget Sound region; the Washington, D.C., and Arlington, Virginia, metropolitan areas; and Nashville, Tennessee by providing low-rate loans and grants to ~~build their best future.~~ traditional and non-traditional housing partners, public agencies, and minority-led organizations. As of March 2022, Amazon has announced details of $1.2 billion of the commitment, which will create and preserve more than 8,000 affordable housing units helping an estimated 18,000 people.

Our Right Now Needs programs ~~include:~~

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~~Increasing access to Science, Technology, Engineering, and Math education~~. ~~Amazon FutureEngineer is a four-partchildhood-to-career~~ program in the U.S. and U.K. that inspires millions of kids to explore computer science. Last year in the U.S., we provided over 100,000 young people in over 2,000 high schools access to computer science courses; brought robotics programs to more than 150 schools; and awarded 100 students $40,000 scholarships and paid Amazon internships.

~~Increasing~~include increasing access to food ~~shelter,~~ and basic goods for children and their
families. For example:

•

Amazon donates its logistics network to support food banks and community organizations, delivering groceries and
pre-packaged meals directly to vulnerable families. ~~We are donating~~ and those disproportionately impacted by COVID-19. Deliveries in 2021 totaled more than ~~$130~~20 million ~~over 10 years~~meals in the U.S., Australia, Japan, Singapore, Spain, and the UK.

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We leverage our operational excellence, technologies, and worldwide logistics network to ~~Seattle-based~~
~~nonprofit partners such as Mary’s Place and FareStart. In 2020, we opened afirst-~~
~~of-its-kind~~ ~~Mary’s Place homeless shelter with space for 275 people each night in~~
~~one of our Seattle headquarters buildings.~~

~~Supporting worldwide relief operations following~~support organizations fighting large-scale natural disasters~~by leveraging Amazon’s logistics network.~~. For example, we fill cargo jets with Amazon-donated items for communities ravaged by hurricanes, help governments and nonprofits expedite response efforts through our AWS cloud services, and respond more quickly to natural disasters in the region from our Disaster Relief Hub in an Atlanta fulfillment center. In late 2021, Amazon ~~and its customers~~ donated ~~cash and~~ more than ~~400,000 relief~~300,000 emergency aid items to support ~~those~~communities affected by ~~Hurricane Dorian~~tornadoes in the ~~Bahamas~~Midwest and Southern U.S.; wildfires in Colorado; and flooding in Chennai and Uttarakhand, India and in British Columbia, Canada. Through the ~~U.S.~~

~~Enabling customer-directed giving programs~~~~—such as Charity Lists, Amazon Pay, Alexa skills,~~AWS Disaster Response team, we worked with organizations to rebuild infrastructure and AmazonSmile—for millions of customers to support causes they care about. AmazonSmile has helped hundreds of thousands of charitable organizations by facilitating more than $155 million in donations worldwide.

~~Responding toCOVID-19~~

~~Our teams worldwide are working around the clock to ensure we continue to provide essential services to individuals and communities during theCOVID-19~~ ~~pandemic. Some of the ways Amazon is helping include:~~

~~Prioritizing delivering essential items~~ ~~like household staples, baby formula, and medical supplies so that people can safely get the products they need.~~

~~Donating to local nonprofits and community foundations,~~ including cash donations in our headquarter regions—Puget Sound and Arlington—to support vulnerable populations. We donated 73,000 meals to 2,700 elderly and medically vulnerable individuals, and 8,200 laptops to Washington’s largest school district to ensure all students can participate in online learning. Amazon also committed £3.2 million to organizationsconnectivity in the ~~U.K., including the British Red Cross and local institutions.~~

~~Providing free access to online computer science courses~~ ~~and online AP Computer Science test prep sessions to any student in need through Amazon Future Engineer.~~

~~Leveraging our fulfillment network to support nonprofits and relief organizations~~ ~~on the front lines~~aftermath of the outbreak. In the Seattle area, we are donating gift cards and helping to purchase items on Amazon.com. Globally, we’ve donated millions of items—such as medical isolation suits, protective masks, disposable gloves, and other medical supplies—to healthcare professionals.

~~Launching a $5~~ ~~million Neighborhood Small Business Relief Fund~~ ~~to provide cash grants to Seattle-area small businesses that need assistance to get through economic challenges related toCOVID-19.~~ ~~Additionally, we are subsidizing rent for restaurant and retail tenants~~hurricanes in the ~~buildings Amazon owns.~~

Atlantic.

~~Launching the AWS Diagnostic Initiative~~~~to accelerateCOVID-19~~ ~~research. As part of this, we are committing an initial investment of $20 million to accelerate diagnostic research, innovation, and development to speed our collective understanding and detection ofCOVID-19.~~ ~~The AWS Diagnostic Development Initiative began with participation from 35 global research institutions, startups, and businesses.~~

Learn more ataboutamazon.com/~~our-communities~~impact/community.

~~Our People~~

~~Over the last decade, no company has created more jobs than Amazon. We have created hundreds of thousands of jobs for people~~
with all types of experience, education, and skill levels. Amazon has over 590,000 employees in the U.S., 115,000 in Europe, and 95,000 in Asia. In 2019, we paid over $30 billion in compensation to employees in the U.S. alone. Amazon is where smart, passionate people come to obsess over customers.

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~~We provide a~~~~$15/~~£~~9.50 minimum wage~~ ~~in the U.S. and U.K. for all full-time, part-time, temporary, and seasonal employees.~~

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~~Our~~~~industry-leading benefits~~ ~~include health insurance, 401(k), innovative parental leave, and Career Choice—a program that pre-pays 95% of tuition and fees for associates to earn certificates and associate degrees inhigh-demand~~ ~~occupations.~~

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~~Upskilling 2025~~ ~~is a $700 million investment in programs to train over 100,000 employees by 2025 to help them move into more highly skilled roles.~~

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~~In the U.S.,~~~~Amazon is hiring and training more than 21,000 veterans and military spouses~~ and has initiatives such as Amazon Apprenticeship, an upskilling program that has trained hundreds of military spouses and veterans. In the U.K., Amazon provides paid leave for Reservists for their mandatory training and is a signatory to the Armed Forces Covenant national pledge.

~~Supporting employees during COVID-19~~

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~~In March,~~~~we opened 100,000 new positions~~ ~~across our fulfillment and delivery network. In April, after successfully filling those roles, we announced we were creating another 75,000 jobs to respond to customer demand.~~

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~~We are investing more than $500 million,~~~~justthrough the end of April, to increase pay for our associates by $2 in~~

~~the U.S., $2 in Canada, £2 in the U.K., and approximately~~

€~~2 per hour in many European countries to recognize the~~
~~important role our teams are playing. We are paying~~
~~associates double our regular rate for any overtime~~
~~worked—a minimum of $34 an hour—an increase from~~
~~time and a half.~~

~~We established the Amazon Relief Fund~~~~—with an initial $25 million in funding—to support our independent delivery service partners and their drivers, Amazon Flex participants, and temporary employees under financial distress.~~

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~~We are working hard to protect our employees,~~implementing 150 process changes in our operations network and physical stores, providing associates with masks, performing daily temperature checks, continuously deep cleaning and sanitizing facilities, and requiring social distancing. For more detail on our safety measures, visit~~www.amazon.com/covid19safety~~.

~~Learn more at~~~~aboutamazon.com/working-at-amazon~~ ~~and~~~~aboutamazon.com/job-creation-and-investment~~.

~~Our Partners~~

~~Sales by independent third-party sellers—mostly small andmedium-sized~~ business (SMBs)—make up more than half the units sold in our stores. In 2019, we invested $15 billion in infrastructure, services and tools, programs, and people to enable the success of these businesses.

~~SMBs selling their products on Amazon have created more than 830,000 jobs in the U.S. and 1.6 million worldwide. SMBs not only sell their products in our stores, they also:~~

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~~Run delivery companies.~~ ~~Amazon’s innovative new Delivery Service Partner program is helping entrepreneurs build their own delivery companies.~~

~~Use AWS to run their businesses.~~ ~~AWS offers low cost,on-demand~~ IT
~~solutions to help startups build and launch their applications and services.~~

~~Build Alexa skills.~~ ~~The Alexa Fund partners with outside developers to expand Alexa’s skills and grow their own brands.~~

~~Publish their own books.~~ ~~Kindle Direct Publishing enabled over a thousand independent authors to surpass $100,000 in royalties in 2019.~~

Amazon believes the people, workers, and communities who support our business should be treated with fundamental dignity and respect. We respect and support the Core Conventions of the International Labour Organization (ILO), the ILO Declaration on Fundamental Principles and Rights at Work, and the United Nations Universal Declaration of Human Rights. Significant announcements in 2019 include:

~~Global Human Rights Principles.~~ ~~These ways of operating have been long-held at Amazon, and codifying them demonstrates our support for fundamental human rights and the dignity of workers everywhere we operate.~~

~~Supply chain and supplier code of conduct.~~ ~~We require suppliers in our manufacturing supply chain and those supporting Amazon’s operations to comply with our publicly available Supply Chain Standards. In 2019, we disclosed a supplier map forAmazon-branded~~ ~~products, including apparel, consumer electronics, and home goods.~~

~~Learn more at~~~~aboutamazon.com/supporting-small-businesses~~ ~~and~~~~aboutamazon.com/our-company/our-positions~~.

NOTICE OF ~~2020~~2022 ANNUAL MEETING

OF SHAREHOLDERS

Date and Time

Virtual Meeting Site

Wednesday, May ~~27, 2020~~

25, 2022
9:00 a.m., Pacific Time

www.virtualshareholdermeeting.com/~~AMZN2020~~

AMZN2022


Items of Business:	Our Board of Directors Recommends You Vote:

• To elect the ~~ten~~eleven directors named in the Proxy Statement to serve until the next Annual Meeting of Shareholders or until their respective successors are elected and qualified		FOR the election of each director nominee


• To ratify the appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, ~~2020~~ 2022		FOR the ratification of the appointment


• To conduct an advisory vote to approve our executive compensation		FOR approval, on an advisory basis


• To approve an amendment to our Restated Certificate of Incorporation to ~~lower~~effect a 20-for-1 split of our common stock and a proportionate increase in the number of authorized shares of common stock ~~ownership threshold from 30% to 25% for shareholders to request a special meeting~~		FOR approval of the amendment to our Restated Certificate of Incorporation


• To consider and act upon the shareholder proposals described in the Proxy Statement, if properly presented at the Annual Meeting		AGAINST each of the shareholder proposals

• To transact such other business as may properly come before the meeting or any adjournment or postponement thereof

The Board of Directors has fixed ~~April 2, 2020~~March 31, 2022 as the record date for determining shareholders entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Only shareholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting.

By Order of the Board of Directors

David A. Zapolsky

Secretary

Seattle, Washington

April ~~16, 2020~~

14, 2022

Important Notice Regarding the Availability of Proxy Materials for the Amazon.com, Inc. Shareholder Meeting to be Held on May ~~27, 2020.~~25, 2022. The Proxy Statement and our ~~2019~~2021 Annual Report are available atwww.proxyvote.com.

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~~ANNUAL MEETING INFORMATION~~		1
~~General~~		1
~~Outstanding Securities and Quorum~~		1
~~Internet Availability of Proxy Materials~~		1
~~Proxy Voting~~		2
~~Voting Standard~~		3
~~Revocation~~		3
~~Participating in the Annual Meeting~~		3
ITEM 1—Election of Directors		5	2
	BOARD OF DIRECTORS INFORMATION		5	3
	Biographical Information		6	3
	Director Nominee Diversity, Tenure, Skills, and Characteristics		11	9
	Corporate Governance		11	10
	Board Meetings and Committees		14	14
	Compensation of Directors		16	17
	ITEM 2—Ratification of the Appointment of Ernst & Young LLP as Independent Auditors		18	19
	AUDITORS		18	20
	Fee Information		18	20
	Pre-Approval Policies and Procedures		19	20
	Audit Committee Report		19	21
	ITEM 3—Advisory Vote to Approve Executive Compensation		21	22
	ITEM 4—Approval of Amendment to Restated Certificate of Incorporation		22	24
	SHAREHOLDER PROPOSALS		23	26
	BENEFICIAL OWNERSHIP OF SHARES		53	87
	EXECUTIVE COMPENSATION		54	88
	Compensation Discussion and Analysis		54	88
	Leadership Development and Compensation Committee Report		59	97
	Summary Compensation Table		60	98
	Grants of Plan-Based Awards		61	99
	Outstanding Equity Awards and Stock Vested		62	100
	Potential Payments Upon Termination of Employment orChange-in-Control		63	101
	SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS		64	103
~~PAY RATIO DISCLOSURE~~	ANNUAL MEETING INFORMATION	65		104
~~CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS~~	General	65		104
	Outstanding Securities and Quorum			104
	Internet Availability of Proxy Materials			104
	Proxy Voting			104
	Other Matters			105
	Voting Standard			106
	Revocation			106
	Participating in the Annual Meeting			106
	OTHER INFORMATION		66
108

Key Proxy
Information

Board diversity
(page 9)

Risk oversight
(page 10)

Environmental, social,
and human capital
initiatives
(page 11)

Our shareholder engagement program
(page 13)

Our executive
compensation
philosophy
(page 89)

Considerations for our
2021 equity grants
(page 92)

This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including statements regarding our environmental, social, and other sustainability plans, ~~and~~initiatives, projections, goals, ~~made in this document~~commitments, expectations, or prospects, are forward-looking. We use words such as anticipates, believes, commits, expects, future, goal, intends, plans, projects, seeks, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results or outcomes could differ materially ~~for~~due to a variety of ~~reasons.~~factors. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our ~~2019~~2021 Annual Report on Form~~10-K.~~ 10-K and our 2020 Amazon Sustainability Report. Any standards of measurement and performance made in reference to our environmental, social, and other sustainability plans and goals are developing and based on assumptions, and no assurance can be given that any such plan, initiative, projection, goal, commitment, expectation, or prospect can or will be achieved. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

TABLE OF CONTENTS

AMAZON.COM, INC.

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
To Be Held on Wednesday, May ~~27, 2020~~

~~ANNUAL MEETING INFORMATION~~25, 2022

~~General~~

The enclosed proxy is solicited by the Board of Directors of Amazon.com, Inc. (“Amazon” or the “Company”) for the Annual Meeting of Shareholders to be held virtually, via the Internet, at 9:00 a.m., Pacific Time, on Wednesday, May ~~27, 2020,~~25, 2022, and any adjournment or postponement thereof. We will conduct a virtual online Annual Meeting this year, so our shareholders can participate from any geographic location with Internet connectivity. We believe this is an important step to enhancing accessibility to our Annual Meeting for all of our shareholders and reducing the carbon footprint of our activities, and is particularly important for our shareholders, employees, and community this year in light of evolving public health and safety considerations posed by the potential spread of the coronavirus, or~~COVID-19.~~ ~~Shareholders may view a live webcast of~~For more information about the Annual Meeting, at~~www.virtualshareholdermeeting.com/AMZN2020~~ and may submit questions during the Annual Meeting. Our principal offices are located at 410 Terry Avenue North, Seattle, Washington 98109. This Proxy Statement is first being made available to our shareholders on or about April 16, 2020.

~~Outstanding Securities and Quorum~~

Only holders of record of our common stock, par value $0.01 per share, at the close of business on April 2, 2020, the record date, will be entitled to notice of, and to vote at, the Annual Meeting. On that date, we had 498,525,023 shares of common stock outstanding and entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each other item to be voted on at the Annual Meeting. A majority of the outstanding shares of common stock entitled to vote, present or represented by proxy, constitutes a quorum for the transaction of business at the Annual Meeting. Abstentions and broker nonvotes will be included in determining the presence of a quorum for the Annual Meeting.

~~Internet Availability of Proxy Materials~~

~~We are furnishing proxy materials to some of our shareholders via the Internet by mailing a Notice of Internet Availability of Proxy Materials, instead of mailing ore-mailing~~ ~~copies of those materials. The Notice of Internet Availability of Proxy Materials directs shareholders to a website where they can access our proxy materials,~~ including ~~our proxy statement and our annual report, and view instructions on~~ how to attend and vote ~~via the Internet, mobile device, or by telephone. If you received a Notice of Internet Availability of Proxy Materials and would prefer to receive a paper copy of our proxy materials,~~your shares, please ~~follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you have previously elected to~~



		~~2020 Proxy Statement~~		1

~~ANNUAL MEETING INFORMATION~~

~~receive our proxy materials viae-mail,~~ ~~you will continue to receive access to those materials electronically unless you elect otherwise.~~We encourage you to register to receive all future shareholder communications electronically, instead of in print. This means that access to the annual report, proxy statement, and other correspondence will be delivered to you via~~e-mail.~~

~~Proxy Voting~~

~~Shares that are properly voted via the Internet, mobile device, or by telephone or for which proxy cards are properly executed and returned will be voted at the Annual~~see “Annual Meeting in accordance with the directions given or, in the absence of directions, will be voted in accordance with the Board’s recommendations as follows: “FOR” the election of each of the nominees to the Board named herein; “FOR” the ratification of the appointment of our independent auditors; “FOR” approval,Information” on an advisory basis, of our executive compensation as described in this Proxy Statement; “FOR” approval of the amendment to our Restated Certificate of Incorporation; and “AGAINST” each of the shareholder proposals. It is not expected that any additional matters will be brought before the Annual Meeting, but if other matters are properly presented, the persons named as proxies in the proxy card or their substitutes will vote in their discretion on such matters.

page 104.

Voting via the Internet, mobile device, or by telephone helps save money by reducing postage and proxy tabulation costs. To vote by any of these methods, read this Proxy Statement, have your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form in hand, and follow the instructions below for your preferred method of voting. Each of these voting methods is available 24 hours per day, seven days per week.

We encourage you to cast your vote by one of the following methods:





VOTE BY INTERNET Shares Held of Record: http://www.proxyvote.com			VOTE BY QR CODE Shares Held of Record: See Proxy Card		VOTE BY TELEPHONE Shares Held of Record: 800-690-6903
	Shares Held in Street Name: See Notice of Internet Availability or Voting Instruction Form
		Shares Held in Street Name: See Notice of Internet Availability or Voting Instruction Form		Shares Held in Street Name: ~~http://www.proxyvote.com~~	~~Shares Held in Street Name:~~ See Voting Instruction Form	~~Shares Held in Street Name:~~ ~~See Voting Instruction Form~~

~~The manner in which your shares may be voted depends on how your shares~~

Our principal offices are held. If you own shares of record, meaning that your shares are represented by certificates or book entries in your name so that you appear as a shareholder on the records of Computershare, our stock transfer agent, you may vote by proxy, meaning you authorize individuals named in the proxy card to vote your shares. You may provide this authorization by voting via the Internet, mobile device, by telephone, or (if you have received paper copies of our proxy materials) by returning a proxy card. You also may participate in and vote during the Annual Meeting. If you own common stock of record and you do not vote by proxy orlocated at ~~the Annual Meeting, your shares will not be voted.~~

If you own shares in street name, meaning that your shares are held by a bank, brokerage firm, or other nominee, you may instruct that institution on how to vote your shares. You may provide these instructions by voting via the Internet, mobile device, by telephone, or (if you have received paper copies of proxy materials through your bank, brokerage firm, or other nominee) by returning a voting instruction form received from that institution. You also may participate in and vote during the Annual Meeting. If you own common stock in street name and do not either provide voting instructions or vote during the Annual Meeting, the institution that holds your shares may nevertheless vote your shares on your behalf with respect to the ratification of the appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2020, but cannot vote your shares on any other matters410 Terry Avenue North, Seattle, Washington 98109. This Proxy Statement is first being ~~considered at the meeting.~~



2

~~ANNUAL MEETING INFORMATION~~

~~Voting Standard~~

A nominee for director shall be elected to the Board if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. If the votes cast for any nominee do not exceed the votes cast against the nominee, the Board will consider whether to accept or reject such director’s resignation, which is tendered to the Board pursuant to the Board of Directors Guidelines on Significant Corporate Governance Issues. Abstentions and broker nonvotes will have no effect on the outcome of the election. Broker nonvotes occur when a person holding shares in street name, such as through a brokerage firm, does not provide instructions as to how to vote those shares and the broker does not then vote those shares on the shareholder’s behalf.

~~For the amendment~~made available to our Restated Certificate of Incorporation, the affirmative vote of a majority of the outstanding shares of common stock entitled to vote is required to approve this matter. Abstentions and broker nonvotes, if any, are not counted as affirmative votesshareholders on ~~this matter but are counted as outstanding and entitled to vote.~~

~~For all other matters proposed for a vote at the Annual Meeting, the affirmative vote of a majority of the outstanding shares of common stock present~~ or represented by proxy and entitled to vote on the matter is required to approve the matter. For these matters, abstentions are not counted as affirmative votes on a matter but are counted as present and entitled to vote, and broker nonvotes, if any, will have no effect on the outcome of these matters.

~~Revocation~~

If you own common stock of record, you may revoke your proxy or change your voting instructions at any time before your shares are voted at the Annual Meeting by delivering to the Secretary of Amazon.com, Inc. a written notice of revocation or a duly executed proxy (via the Internet, mobile device, or telephone or by returning a proxy card) bearing a later date or by participating in and voting during the Annual Meeting. A shareholder owning common stock in street name may revoke or change voting instructions by contacting the bank, brokerage firm, or other nominee holding the shares or by participating in and voting during the Annual Meeting.

~~Participating in the Annual Meeting~~

This year’s Annual Meeting will be accessible through the Internet. We are conducting a virtual online Annual Meeting so our shareholders can participate from any geographic location with Internet connectivity. We believe this is an important step to enhancing accessibility to our Annual Meeting for all of our shareholders and reducing the carbon footprint of our activities, and is particularly important for our shareholders, employees, and community this year in light of evolving public health and safety considerations posed by the potential spread of the coronavirus, or~~COVID-19.~~ ~~We have worked to offer the same participation opportunities as were provided at thein-person~~ portion of our past meetings, while providing an online experience available to all shareholders regardless of their location. The accompanying proxy materials include instructions on how to participate in the meeting and how you may vote your shares.

~~You are entitled to participate in the Annual Meeting if you were a shareholder as of the close of business on~~about April 2, 2020, the record date, or hold a valid proxy for the meeting. To participate in the Annual Meeting, including to vote and to view the list of registered shareholders as of the record date during the meeting, you must access the meeting website at~~www.virtualshareholdermeeting.com/AMZN2020~~ ~~and enter the16-digit~~ ~~control number found on the Notice of Internet Availability of Proxy Materials or on the proxy card or voting instruction form provided to you with this~~14, 2022.

2022 Proxy Statement ~~or that is set forth within the body of the email sent to you with the link to this Proxy Statement.~~

~~Regardless of whether you plan to participate in the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Accordingly, we encourage you to log on to~~~~www.proxyvote.com~~ ~~and vote in advance of the Annual Meeting.~~

~~Shareholders are able to submit questions for the Annual Meeting’s question and answer session during the meeting through~~~~www.virtualshareholdermeeting.com/AMZN2020~~~~. We will post answers to shareholder questions received regarding our Company on our investor relations website at~~~~www.amazon.com/ir~~ after the meeting. We also will post a replay of the Annual Meeting on our investor relations website, which will be available following the meeting. Additional information regarding the rules and procedures for participating in the Annual Meeting will be set forth in our meeting rules of conduct, which shareholders can view during the meeting at the meeting website or during the ten days prior to the meeting at~~www.proxyvote.com~~.



		~~2020 Proxy Statement~~		3

~~ANNUAL MEETING INFORMATION~~

~~We encourage you to access the Annual Meeting before it begins. Onlinecheck-in~~ ~~will be available at~~~~www.virtualshareholdermeeting.com/AMZN2020~~ approximately 15 minutes before the meeting starts on May 27, 2020. If you have difficulty accessing the meeting, please call 800-586-1548 (toll free) or 303-562-9288 (international). We will have technicians available to assist you.



4

TABLE OF CONTENTS

ITEM 1—ELECTION OF DIRECTORS

In accordance with our Bylaws, the Board has fixed the number of directors constituting the Board at ~~ten.~~eleven. The Board, based on the recommendation of the Nominating and Corporate Governance Committee, proposed that the following ~~ten~~eleven nominees be elected at the Annual Meeting, each of whom will hold office until the next Annual Meeting of Shareholders or until his or her successor shall have been elected and qualified:

•

Jeffrey P. Bezos

•

Andrew R. Jassy

•

Keith B. Alexander

•

Edith W. Cooper

•

Jamie S. Gorelick

•

Daniel P. Huttenlocher

•

Judith A. McGrath

•

Indra K. Nooyi

•

Jonathan J. Rubinstein

•

Patricia Q. Stonesifer

•

Wendell P. Weeks

~~Jeffrey P. Bezos~~

~~Rosalind G. Brewer~~

~~Jamie S. Gorelick~~

~~Daniel P. Huttenlocher~~

~~Judith A. McGrath~~

~~Indra K. Nooyi~~

~~Jonathan J. Rubinstein~~

~~Thomas O. Ryder~~

~~Patricia Q. Stonesifer~~

~~Wendell P. Weeks~~

Each of the nominees is currently a director of Amazon.com, Inc. and has been elected to hold office until the ~~2020~~2022 Annual Meeting or until his or her successor has been elected and qualified. ~~The~~Andrew R. Jassy and Edith W. Cooper were elected as directors by the Board of Directors effective July 5, 2021 and September 20, 2021, respectively, and the other nominees were most recently elected at the ~~2019~~2021 Annual Meeting. Biographical and related information on each nominee is set forth below.

~~Although~~ Thomas O. Ryder retired from the Board of Directors effective December 31, 2021.

The Board expects that the ~~ten~~eleven nominees will be available to serve as ~~directors,~~directors. However, if any of them should be unwilling or unable to serve, the Board may decrease the size of the Board or may designate substitute nominees, and the proxies will be voted in favor of any such substitute nominees.

Why We Recommend You Support This Proposal

•

We have the appropriate mix of skills, qualifications, backgrounds, and tenures on the Board to support and help drive the Company’s long-term performance.

•

Our directors reflect our commitment to diversity, with five women and two directors from underrepresented racial/ethnic groups.

•

The Board actively oversees our numerous environmental, sustainability, social, and corporate governance policies and initiatives, receives periodic reports on and discusses our enterprise risk assessments, and reviews shareholder feedback on these topics as we evolve our practices and disclosures.

	The Board of Directors recommends a vote“FOR” each nominee.

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BOARD OF DIRECTORS INFORMATION

In evaluating the nominees for the Board of Directors, the Board and the Nominating and Corporate Governance Committee took into account the qualities they seek for directors, and the directors’ individual qualifications, skills, and background that enable the directors to effectively and productively contribute to the Board’s oversight of Amazon, as discussed below in each biography and under “Director Nominee Diversity, Tenure, Skills, and Characteristics.” When evaluatingre-nomination of existing directors, the Committee also considers the nominees’ past and ongoing effectiveness on the Board and, with the exception of Mr. Bezos and Mr. Jassy, who ~~is an employee,~~are employees, their independence.

Biographical Information



		~~2020 Proxy Statement~~		5

[MISSING IMAGE: ph_jeffreybezos-bwlr.jpg]

~~BOARD OF DIRECTORS INFORMATION~~

~~Biographical Information~~

Jeffrey P. Bezos

Founder ~~Chairman,~~ and

~~CEO~~ Executive Chair of
Amazon

Background

Mr. Bezos has been ~~Chairman~~Chair of the Board since founding the Company in ~~1994 and~~1994. Prior to becoming Executive Chair in July 2021, he served as Chief Executive Officer ~~since~~from May ~~1996. Mr. Bezos served~~1996 to July 2021 and as President from founding until June 1999 and again from October 2000 to ~~the present.~~

July 2021.

Qualifications and Skills

Mr. ~~Bezos’~~Bezos’s individual qualifications and skills as a director include his customer-focused point of view, his willingness to encourage invention, his long-term perspective, and his~~on-going~~ ongoing contributions as founder and ~~CEO.~~

Executive Chair.

Mr. Bezos serves as Executive Chair of the Bezos Earth Fund, which he founded with a commitment of $10 billion to be disbursed as grants within the current decade to fight climate change and protect nature. Mr. Bezos also founded the Bezos Day One Fund, a $2 billion commitment to focus on making meaningful and lasting impacts in two areas: funding existing non-profits that help families experiencing homelessness and creating a network of new, non-profit tier-one preschools in low-income communities. Finally, Mr. Bezos founded Blue Origin with the vision of enabling a future where millions of people are living and working in space for the benefit of Earth, and owns The Washington Post, a major U.S. newspaper dedicated to the principles of a free press and winner of 69 Pulitzer Prizes.

Age:
58

~~Age:~~

Director since:

July 1994

Board committees:

None

Other current public company boards:

None

~~July 1994~~

~~None~~

2022 Proxy Statement 3

TABLE OF CONTENTS

BOARD OF DIRECTORS INFORMATION

Andrew R. Jassy

President and
CEO of Amazon

~~Rosalind G. Brewer~~

~~Group President, Americas and~~

~~COO of Starbucks Corporation~~

Background

~~Ms. Brewer~~

Mr. Jassy has been the Group President, Americas and Chief Operating Officer of Starbucks Corporation, a roaster, marketer, and retailer of specialty coffee, since October 2017, where she has also served as a director since March 2017. From February 2012 to February 2017, she was President and Chief Executive Officer of ~~Sam’s Club,~~the Company since July 2021. He founded and led Amazon Web Services since its inception, serving as its CEO from April 2016 to July 2021 and its Senior Vice President from April 2006 until April 2016. Mr. Jassy joined the Company in 1997, and, prior to founding AWS, he held various leadership roles across the Company, including both business-to-business and business-to-consumer.

Mr. Jassy has served as a ~~membership-only retail warehouse club~~trustee and sponsor of Rainier Scholars, a ~~division~~program that offers a pathway to college graduation and career success for underrepresented students of ~~Walmart~~color, since 2011, and serves as Chair and is a founding member of the board of directors of Rainier Prep, a charter middle school committed to college and career readiness for limited-income and immigrant students and students of color.

Qualifications and Skills

Mr. Jassy’s individual qualifications and skills as a director include his customer-focused point of view, his long-term perspective, his deep understanding of Amazon’s business and culture, his in-depth knowledge of human capital management issues, including oversight of workplace environment and culture, administration of diversity and inclusion initiatives, and implementation of policies and practices to promote employee engagement and effectiveness, and his ongoing contributions as President and CEO.

Age:
54

Director since:
July 2021

Board committees:
None

Other current public company boards:
None

[MISSING IMAGE: ph_keithbalexandernew-bw.jpg]

General (Ret.) Keith B. Alexander

Co-CEO, President, and
Chair of IronNet

Background

General (Ret.) Keith B. Alexander has been the Co-Chief Executive Officer, President, and Chair of IronNet, Inc. (“IronNet”), a cybersecurity technology company he founded, since 2014. Gen. Alexander served as the Commander of U.S. Cyber Command from May 2010 to March 2014 and was Director of the National Security Agency and Chief of the Central Security Service from ~~2006~~August 2005 to ~~January 2012, she served in numerous leadership positions at various regional business units for Walmart.~~

~~She~~March 2014.

Gen. Alexander served as a director of ~~Lockheed Martin Corporation~~CSRA, Inc. from November 2015 to April 2018.

Qualifications and Skills

Gen. Alexander’s individual qualifications and skills as a director include his leadership and public policy experience as a high-ranking military official responsible for intelligence and national security affairs, through which he gained experience with emerging technologies and cybersecurity. Gen. Alexander further honed his entrepreneurial and commercial experience and customer experience skills in his role at IronNet.

Age:
70

Director since:
September 2020

Board committees:
Audit

Other current public company boards: IronNet, Inc.

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BOARD OF DIRECTORS INFORMATION

Edith W. Cooper

Co-Founder of Medley Living, Inc. and Former EVP of Goldman Sachs

Background

Ms. Cooper is a co-founder of Medley Living, Inc., a membership-based community for personal and professional growth that launched in September 2020. In addition, Ms. Cooper served as Executive Vice President, Global Head of Human Capital Management of Goldman Sachs Group, Inc. (“Goldman Sachs”) from March 2008 to December 2017. Previously at Goldman Sachs, Ms. Cooper led various client franchise businesses for the firm.

Ms. Cooper has served as a director of PepsiCo, Inc. since September 2021, a director of MSD Acquisition Corp. since March 2021, a director of EQT AB since October 2018, a director of Etsy, Inc. from April ~~2011~~2018 to ~~October~~September 2021, and a director of Slack Technologies, Inc. from January 2018 to July 2021. Ms. Cooper has also served as a trustee of the Museum of Modern Art since 2017, as a member of the Museum Council of the Smithsonian National Museum of African American History and Culture since 2018, and as a trustee of Mount Sinai Health Systems, Institute for Health Equity Research, an organization dedicated to addressing longstanding disparities in health and health care, since 2017.

Qualifications and Skills

Ms. ~~Brewer’s~~Cooper’s individual qualifications and skills as a director include her leadership, finance, and ~~operations~~human capital management experience, including as a longtime senior executive at ~~large, multinational corporations,~~Goldman Sachs, through which she gained experience with ~~regulatory~~talent development, recruiting, retention, and ~~compliance requirements applicable to public companies,~~workplace culture, as well as her customer experience skills.

Age:
60

~~Age:~~

Director since:

September 2021

Board committees:

Leadership Development and Compensation

Other current public company boards:

EQT AB, MSD Acquisition Corp.,
PepsiCo, Inc.

~~February 2019~~

~~Leadership Development~~

~~and Compensation~~

~~Starbucks Corporation~~



6

[MISSING IMAGE: ph_jamiegorelick-bwlr.jpg]

~~BOARD OF DIRECTORS INFORMATION~~

Jamie S. Gorelick

Partner with Wilmer Cutler

Pickering Hale and Dorr LLP

Background

Ms. Gorelick has been a partner with the law firm Wilmer Cutler Pickering Hale and Dorr LLP since July 2003. She has held numerous positions in the U.S. government, serving as Deputy Attorney General of the United States, General Counsel of the Department of Defense, Assistant to the Secretary of Energy, and a member of the bipartisan National Commission on Terrorist Threats Upon the United States.

Ms. Gorelick has served as a director of VeriSign, Inc. since January 2015, a director of United Technologies Corporation from February 2000 to December 2014, and a director of Schlumberger Limited from April 2002 to June 2010.

Ms. Gorelick has also served as Chair of the Urban Institute, the United States’ leading research organization dedicated to developing evidence-based insights that improve people’s lives and strengthen communities, since 2014 and as a director since 2004. She was one of the founding supporters and a long-time board member of the Washington Legal Clinic for the Homeless and served on the board of the National Women’s Law Center.

Qualifications and Skills

Ms. Gorelick’s individual qualifications and skills as a director include her experience as a lawyer, her leadership experience in senior governmental positions, including experience with regulatory and compliance matters, her corporate governance experience, as well as her customer experience skills and skills relating to public policy and financial statement and accounting matters.

Ms. Gorelick also has deep experience addressing diversity, equity, and inclusion, both on a policy level and in practice in the workplace, through her work advising companies and institutions on anti-harassment, non-discrimination, and gender and race issues, and is sought as a counselor on climate, environmental regulation, and environmental justice issues.

Age:

Director since:

February 2012

Board committees:

Nominating and Corporate Governance (Chair)

Other current public company boards:

VeriSign, Inc.

~~February 2012~~

~~Nominating and Corporate~~

~~Governance (Chair)~~

~~VeriSign, Inc.~~

2022 Proxy Statement 5

TABLE OF CONTENTS

BOARD OF DIRECTORS INFORMATION

[MISSING IMAGE: ph_danielhuttenlocher-bwlr.jpg]

Daniel P. Huttenlocher

Dean of MIT Schwarzman College

of Computing

Background

Mr. Huttenlocher has been the Dean of MIT Schwarzman College of Computing since August 2019. He served as Dean and Vice Provost, Cornell Tech at Cornell University from 2012 to July 2019 and worked for Cornell University from 1988 to 2012 in various positions.

Mr. Huttenlocher has served as a director of Corning Incorporated since February 2015.

Mr. Huttenlocher has also served as the Chair of the John D. and Catherine T. MacArthur Foundation, an independent foundation that makes grants and impact investments to support non-profit organizations that are addressing global social challenges, since 2018 and as a director since 2010.

Qualifications and Skills

Mr. Huttenlocher’s individual qualifications and skills as a director include his experience as an internationally recognized computer scientist and in senior positions at MIT and Cornell University, both leading universities, Cornell Tech, a research, technology commercialization, and graduate-level educational facility, and the Xerox Palo Alto Research Center, a technology research facility, through which he gained experience with emerging technologies, as well as his customer experience skills.

Age:

Director since:

September 2016

Board committees:

Leadership Development and Compensation

Other current public company boards:

Corning Incorporated

~~September 2016~~

~~Leadership Development~~

~~and Compensation~~

~~Corning Incorporated~~



		~~2020 Proxy Statement~~		7

[MISSING IMAGE: ph_judithmcgrath-bwlr.jpg]

~~BOARD OF DIRECTORS INFORMATION~~

Judith A. McGrath

Former Chair and CEO

~~Senior Advisor to~~

~~Astronauts Wanted * No~~

~~experience necessary~~

of MTV Networks

Background

Ms. McGrath serves as a senior advisor to Astronauts Wanted * No experience necessary, a multimedia joint venture that Ms. McGrath formed with Sony Music Entertainment, and served as President of Astronauts Wanted from June 2013 to March of 2018. The company is currently a subsidiary of Sony Pictures Television.

Ms. McGrath served as Chair and Chief Executive Officer of MTV Networks Entertainment Group worldwide, a division of Viacom, Inc., including Comedy Central and Nickelodeon, from July 2004 until May 2011. She was part of the original ~~founder~~founding and launch team for ~~MTV.~~

MTV in 1981. Subsequent to leaving Viacom, Ms. McGrath formed a multi-media joint venture with Sony Music Entertainment called Astronauts Wanted: No Experience Necessary, identifying and creating content with emerging digital media talent, at which Ms. McGrath served as President from June 2013 to March 2018 and continued as a senior advisor from March 2018 to December 2019.

Ms. McGrath served as a board member of the American Red Cross from 2011 until 2014, and has served on the board of the Rock and Roll Hall of Fame since 2007.

Qualifications and Skills

Ms. McGrath’s individual qualifications and skills as a director include her leadership and multimedia operations experience as a longtime senior executive of MTV Networks Entertainment Group, through which she gained experience with content creation, advertising, and content distribution, as well as her customer experience skills. As CEO of MTV, Ms. McGrath was responsible for the compensation strategy for over 12,000 employees, diversity and inclusion initiatives for the employee population, and launching new multimedia brands like LOGO, a cable channel dedicated to lifestyle and entertainment aimed at the LGBTQ+ consumer. Ms. McGrath further honed her digital and entrepreneurial experience with global customers in her role at Astronauts Wanted *Wanted: No ~~experience necessary.~~

Experience Necessary.

Age:

Director since:

July 2014

Board committees:

Leadership Development and Compensation (Chair)

Other current public company boards:

None

~~July 2014~~

~~Leadership Development~~

~~and Compensation (Chair)~~

~~None~~

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BOARD OF DIRECTORS INFORMATION

Indra K. Nooyi

Former ~~Chairman~~Chair and CEO

of PepsiCo, Inc.

Background

Mrs. Nooyi was the Chief Executive Officer of PepsiCo, Inc., a multinational food, snack, and beverage company, from October 2006 to October 2018, where she also served as the ~~Chairman~~Chair of its board of directors from May 2007 to February 2019. She was elected to PepsiCo’s board of directors and became its President and Chief Financial Officer in 2001, and held leadership roles in finance and corporate strategy and development ~~and strategic planning~~ after joining PepsiCo in 1994.

Mrs. Nooyi has served as a director of Royal Philips since May 2021 and a director of Schlumberger Limited from April 2015 to April 2020.

Mrs. Nooyi has also served as a trustee of The Asia Society, a global non-profit organization forging closer ties with Asia through arts, education, policy, and business outreach, since 2014; as a director of Partnership for Public Service, a non-profit, nonpartisan organization that strives for a more effective government for the American people, since 2019; as a trustee of Memorial Sloan Kettering Cancer Center, the world’s oldest and largest private cancer center, since 2020; and as a trustee of the National Gallery of Art since 2021.

Qualifications and Skills

Mrs. Nooyi’s individual qualifications and skills as a director include her leadership experience as a longtime senior executive at a large corporation with international operations, through which she gained experience with consumer-focused product development, international operations, and marketing issues, as well as her customer experience skills and skills relating to financial statement and accounting ~~matters.~~

matters when she was CFO. At PepsiCo, Mrs. Nooyi was the architect of Performance with Purpose (“PwP”), a strategy focused on delivering financial performance while shifting the company’s portfolio to healthier products (human sustainability), reducing water use and the company’s carbon footprint and moving to a closed loop plastics system (environmental sustainability), and creating an environment at PepsiCo where all employees could be supported as associates and family builders/nurturers (talent sustainability). Mrs. Nooyi’s PwP was lauded for advancing environmental issues, implementing excellent governance, and sensible people practices.

Age:

Director since:

February 2019

Board committees:

Audit (Chair)

Other current public company boards:

Royal Philips

~~February 2019~~

~~Audit~~

~~None~~



8

[MISSING IMAGE: ph_jonathanrubinstein-bwlr.jpg]

~~BOARD OF DIRECTORS INFORMATION~~

Jonathan J. Rubinstein

Formerco-CEO of Bridgewater

Associates, LP

Background

Mr. Rubinstein wasco-CEO of Bridgewater Associates, LP, a global investment management firm, from May 2016 to April 2017. Previously, Mr. Rubinstein was Senior Vice President, Product Innovation, for the Personal Systems Group at the Hewlett-Packard Company (“HP”), a multinational information technology company, from July 2011 to January 2012, and served as Senior Vice President and General Manager, Palm Global Business Unit, at HP from July 2010 to July 2011. Mr. Rubinstein was Chief Executive Officer and President of Palm, Inc., a smartphone manufacturer, from June 2009 until its acquisition by HP in July 2010, and ~~Chairman~~Chair of the Board of Palm, Inc. from October 2007 through the acquisition. Prior to joining Palm, Mr. Rubinstein was a Senior Vice President at Apple Inc., also serving as the General Manager of the iPod Division.

Mr. Rubinstein has served as the lead director of Robinhood Markets, Inc. since May 2021 and a director of Qualcomm Incorporated from May 2013 to May 2016.

Qualifications and Skills

Mr. Rubinstein’s individual qualifications and skills as a director include his leadership and technology experience as a senior executive at large financial and technology companies, through which he gained experience with hardware devices and emerging technologies, as well as his customer experience skills and skills relating to financial statement and accounting matters.

Mr. Rubinstein also has deep experience addressing human capital management issues, including oversight of workplace environment and culture, as well as in-depth knowledge of diversity, equity, and inclusion matters and environmental issues, through his roles as a senior executive and director at numerous technology and finance companies.

Age:

Director since:

December 2010

Board committees:

Nominating and
Corporate Governance

Other current public company boards:

Robinhood Markets, Inc.

~~December 2010~~

~~Nominating and~~
~~Corporate Governance~~

~~None~~

~~Thomas O. Ryder~~

~~Former Chairman and CEO of~~

~~Reader’s Digest Association, Inc.~~

~~Background~~

Mr. Ryder was Chairman of the Reader’s Digest Association, Inc. from April 1998 to December 2006, and was Chief Executive Officer from April 1998 to December 2005. From 1984 to 1998, Mr. Ryder worked in several roles at American Express, including as President of American Express Travel Related Services International.

Mr. Ryder served as a director of ILG, Inc. from May 2016 to September 2018, a director of RPX Corporation from December 2009 to June 2017, a director of Quad/Graphics, Inc. from July 2010 to May 2017, a director of Starwood Hotels & Resorts Worldwide, Inc. from April 2001 to September 2016, and Chairman of the Board of Directors at Virgin Mobile USA, Inc. from October 2007 to November 2009.

~~Qualifications and Skills~~

Mr. Ryder’s individual qualifications and skills as a director include his leadership experience as a senior executive of Reader’s Digest, a large media and publishing company, and American Express, a large financial services company, through which he gained experience with intellectual property, media, enterprise sales, payments, and international operations, as well as his customer experience skills and skills relating to financial statement and accounting matters.

~~Age:~~

~~Director since:~~

~~Board committees:~~

~~Other current public company boards:~~

~~November 2002~~

~~Audit (Chair)~~

~~None~~



		~~2020 Proxy Statement~~		9

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[MISSING IMAGE: ph_patriciastonesifer-bwlr.jpg]

Patricia Q. Stonesifer

Former President and CEO of

Martha’s Table

Background

Ms. Stonesifer served as the President and CEO of Martha’s Table, anon-profit, from April 2013 to March 2019. She served as Chair of the Board of Regents of the Smithsonian Institution from January 2009 to January 2012 and as Vice Chair from January 2012 to January 2013. From September 2008 to January 2012, she served as senior advisor to the Bill and Melinda Gates Foundation, a private philanthropic organization, where she was Chief Executive Officer from January 2006 to September 2008 and President andCo-chair from June 1997 to January 2006. Since September 2009, she has also served as a private philanthropy advisor. From 1988 to 1997, she worked in many roles at Microsoft Corporation, including as a Senior Vice President of the Interactive Media Division, and also served as the Chairwoman of the Gates Learning Foundation from 1997 to 1999.

Ms. Stonesifer has served as a trustee of The Rockefeller Foundation, a private foundation dedicated to promoting the well-being of humanity throughout the world, since 2019, as an emeritus member of the Museum Council of the Smithsonian National Museum of African American History and Culture since 2021, and as a member of the Museum Council from 2012 to 2020. Ms. Stonesifer has been a member of the Board of Advisors of TheDream.US, a college access and success program for immigrant students, since 2020.

Qualifications and Skills

Ms. Stonesifer’s individual qualifications and skills as a director include her leadership experience as a senior executive at the Bill and Melinda Gates Foundation and at Microsoft, through which she gained experience with emerging technologies and consumer-focused product development and marketing issues, her knowledge of Amazon from having served as a director since 1997, her experience with non-profits from her leadership of Martha’s Table and the Bill and Melinda Gates Foundation, as well as her customer experience skills and skills relating to public policy and financial statement and accounting matters.

Age:

Director since:

February 1997

Board committees:

Nominating and Corporate
Governance

Other current public company boards:

None

~~February 1997~~

~~Nominating and Corporate~~
~~Governance~~

~~None~~

[MISSING IMAGE: ph_wendellweeks-bwlr.jpg]

Wendell P. Weeks

Chairman ~~President,~~ and CEO

of
Corning Incorporated

Background

Mr. Weeks has been the Chief Executive Officer of Corning Incorporated, a glass and materials science innovator, since April ~~2005;~~2005 and Chairman of the board of directors since April ~~2007; and President since December 2010.~~2007. He has also held ~~leadership roles in~~a variety of financial, ~~management,~~commercial, business development, ~~commercial leadership,~~ and general management positions across ~~many of~~ Corning’s ~~businesses~~market access platforms and technologies since ~~joining~~he joined the company in 1983.

Mr. Weeks has served on the Board of Trustees for the Corning Museum of Glass, which is dedicated to enriching and engaging local and global communities by sharing knowledge, collections, programs, facilities, and resources, since 2001. He also served as a director of Merck & Co., Inc. ~~since~~from February 2004 ~~and will not be standing for re-election~~ to ~~Merck & Co.’s Board of Directors at its 2020 annual meeting of shareholders.~~

May 2020.

Qualifications and Skills

Mr. ~~Weeks’~~Weeks’s individual qualifications and skills as a director include his leadership and operations experience as a senior executive at a large, multinational corporation, ~~with international operations,~~ experience with restructuring, emerging technologies, and product development, including his experience having earned 33 U.S. patents, as well as his customer experience skills and skills relating to financial statement and accounting matters.

Mr. Weeks’s qualifications and skills also include his oversight of climate change initiatives in the areas of clean air and renewable energy, including overseeing Corning’s creation of new products in glass and ceramics vital to industry transformation, and his knowledge of diversity, equity, and inclusion initiatives through his experience launching Corning’s Office of Racial Equality and Social Unity, which is responsible for advancing community partnerships to support school diversity, community activism, and economic growth.

Age:

Director since:

February 2016

Board committees:

Audit

Other current public company boards:

Corning Incorporated

~~February 2016~~

~~Audit~~

~~Corning Incorporated, Merck & Co., Inc.~~



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Director Nominee Diversity, Tenure, Skills, and Characteristics

The Nominating and Corporate Governance Committee annually reviews the tenure, performance, and contributions of existing Board members to the extent they are candidates forre-election, and considers all aspects of each candidate’s qualifications and skills in the context of the Company’s needs at that point in time and, as stated in the Board of Directors Guidelines on Significant Corporate Governance Issues, seeks out candidates with a diversity of experience and perspectives, including diversity with respect to race, gender, geography, and areas of expertise. 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. When considering candidates as potential Board members, the Board and the Nominating and Corporate Governance Committee evaluate the candidates’ ability to contribute to such diversity. The Board assesses its effectiveness in this regard as part of its annual Board and director evaluation process. Currently, over half of our independent director nominees are women and almost half of our independent director nominees have served for fewer than five years. Our Board’s composition also represents a balanced approach to director tenure, allowing the Board to benefit from the experience of longer-serving directors combined with fresh perspectives from newer directors (with two new directors~~on-boarding~~ ~~and two directors leaving in the last three years). The tenure range of our director nominees is as follows:~~


~~Tenure on Board~~		~~Number of Director Nominees~~

~~More than 10 years~~		3

~~6-10~~ ~~years~~		3

~~1-5~~ ~~years~~		4

time. 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 shareholders; customer experience skills; Internet savvy; an inquisitive and objective perspective; the willingness to take appropriate risks; leadership ability; human capital management; personal and professional ethics, integrity, and values; practical wisdom and sound judgment; international business experience; and business and professional experience in fields such as retail, operations, technology, finance/accounting, product development, intellectual property, law, multimedia entertainment, and marketing.

Board Diversity

As stated in the Board of Directors Guidelines on Significant Corporate Governance Issues, the Nominating and Corporate Governance Committee seeks out candidates with a diversity of experience and perspectives, including diversity with respect to race, gender, geography, and areas of expertise. The Nominating and Corporate Governance Committee includes, and has any search firm that it engages include, women, individuals from underrepresented racial/ethnic groups, and individuals who identify as LGBTQ+ in the pool from which the Committee selects director candidates. When considering candidates as potential Board members, the Board and the Nominating and Corporate Governance Committee evaluate the candidates’ ability to contribute to such diversity. The Board assesses its effectiveness in this regard as part of its annual Board and director evaluation process. Currently, of our nine independent director nominees, five are women, two are from underrepresented racial/ethnic groups, and three have served for five years or less.

Board Diversity Matrix (As of April 14, 2022)
Total Number of Directors	11
	Female		Male
Directors	5		6
Number of Directors Who Identify in Any of the Categories Below:
African American or Black		1		—
Asian		1		—
White		3		6

Board Tenure

Our Board’s composition also represents a balanced approach to director tenure, allowing the Board to benefit from the experience of longer-serving directors combined with fresh perspectives from newer directors (with five new directors on-boarding and three directors leaving in the last three years). The tenure range of our director nominees is as follows:

Tenure on Board	Number of Director Nominees
More than 10 years		3
6-10 years		4
5 years or less		4

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Corporate Governance

Board Leadership

The Board is responsible for the control and direction of the Company. The Board represents the shareholders and its primary purpose is to build long-term shareholder value. The Chair of the Board is selected by the Board, and Jeff Bezos, our founder, currently ~~is the CEO, Jeff Bezos.~~serves as Executive Chair. The Board believes that this leadership structure is appropriate given Mr. ~~Bezos’~~Bezos’s role in founding Amazon and his significant ownership stake. The Board believes that this leadership structure improves the Board’s ability to focus on key policy and operational issues and helps the Company operate in the long-term interests of shareholders. In addition, the independent directors on the Board have appointed a lead director from the Board’s independent directors, currently Jonathan J. Rubinstein, in order to promote independent leadership of the Board. The lead director presides over the executive sessions of the independent directors, chairs Board meetings in the Chair’s absence, works with management and the independent directors to approve agendas, schedules, information, and materials for Board meetings, and is available to engage directly with major shareholders where appropriate. In addition, the lead director confers from time to time with the Chair of the Board and the independent directors and reviews, as appropriate, the annual schedule of regular Board meetings and major Board meeting agenda topics. The guidance and direction provided by the lead director reinforce the Board’s independent oversight of management and contribute to communication among members of the Board.



		~~2020 Proxy Statement~~		11

~~BOARD OF DIRECTORS INFORMATION~~

Director Independence

The Board has determined that the following directors are independent as defined by Nasdaq rules: Gen. Alexander, Ms. ~~Brewer,~~Cooper, Ms. Gorelick, Mr. Huttenlocher, Ms. McGrath, Mrs. Nooyi, Mr. Rubinstein, ~~Mr. Ryder,~~ Ms. Stonesifer, and Mr. Weeks. In addition, the Board determined that ~~Tom A. Alberg,~~Rosalind G. Brewer and Mr. Ryder, who served as ~~a director through May 2019, was~~directors until February 16, 2021 and December 31, 2021, respectively, were independent during the time hethey served as ~~a director.~~directors. In assessing directors’ independence, the Board took into account certain transactions, relationships, and arrangements involving some of the directors and concluded that such transactions, relationships, and arrangements did not impair the independence of the director. For Gen. Alexander, the Board considered payments in the past three years in the ordinary course of business from IronNet to Amazon for AWS services, which were under standard, arms-length terms and were not significant to the Company. For Ms. Brewer and Mr. Weeks, the Board considered payments in the past three years in the ordinary course of business from the Company to Starbucks Corporation and Corning Incorporated, respectively, or their affiliates. All such payments were not significant for any of these companies. For Mr. Alberg, the Board considered that Amazon and its executive officers have in the past invested in investment funds managed by entities where Mr. Alberg is a managing director or partner or in companies in which those funds invest, and that Amazon has in the past engaged in transactions with companies in which these funds have invested. For Mr. Ryder, the Board considered that hisson-in-law has been employed with Amazon since 2008 in anon-officer andnon-strategic position, as disclosed in “Certain Relationships and Related Person Transactions.”

Risk Oversight

As part of regular Board and committee meetings, the directors oversee executives’ management of risks relevant to the Company. While the full Board has overall responsibility for risk oversight, the Board has delegated responsibility related to certain risks to the Audit Committee, the Leadership Development and Compensation Committee, and the Nominating and Corporate Governance Committee. The Audit Committee is responsible for overseeing management of risks related to our financial statements and financial reporting process, ~~data privacy and security,~~ business continuity, and operational risks, the qualifications, independence, and performance of our independent auditors, the performance of our internal audit function, legal and regulatory matters, and our compliance policies and procedures. The Leadership Development and Compensation Committee is responsible for overseeing management of risks related to succession planning and compensation for our executive officers and our overall compensation program, including our equity-based compensation plans, as well as risks related to other human capital management matters, including workplace safety, culture, diversity, discrimination, and harassment. The Nominating and Corporate Governance Committee is responsible for overseeing management of risks related to our environmental, sustainability, and corporate social responsibility practices, including risks related to our operations and our supply chain. The full Board regularly reviews reports from management on various aspects of our business, including related risks and tactics and strategies for addressing them. At least annually, the Board reviews our CEO succession planning as described in our Board of Directors Guidelines on Significant Corporate Governance Issues.

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An ad hoc committee of the Board appointed in 2022 receives reports from management and reports to the Board at least annually on data protection and cybersecurity matters and reviews the measures implemented by the Company to identify and mitigate data protection and cybersecurity risks. The Company requires employees with access to information systems, including all corporate employees, to undertake data protection and cybersecurity training and compliance programs annually.

Corporate Governance Documents

Please visit our investor relations website atwww.amazon.com/ir, “Corporate Governance,” for additional information on our corporate governance, including:

•

our Restated Certificate of Incorporation and Bylaws;

•

the Board of Directors Guidelines on Significant Corporate Governance Issues, which includes policies on shareholder communications with the Board, director attendance at our annual meetings, director resignations to facilitate our majority vote standard, director stock ownership guidelines, succession planning, and compensation clawbacks;

•

the charters approved by the Board for the Audit Committee, the Leadership Development and Compensation Committee, and the Nominating and Corporate Governance Committee;

•

the Code of Business Conduct and Ethics; and

•

our U.S. Political ~~Expenditures~~Engagement Policy and Statement.



12

~~BOARD OF DIRECTORS INFORMATION~~

~~Sustainability~~

~~Information~~Environmental, Social, and Human Capital Initiatives

We regularly publish information regarding our sustainability, environmental, social, and human capital ~~management activities is available~~goals and initiatives on our website, including in our ~~“Sustainability: Thinking Big” Fall 2019~~sustainability report titled “Further and Faster, Together.” This report also includes our reporting under the Sustainability Accounting Standards Board (“SASB”), Task Force on Climate-Related Financial Disclosures (“TCFD”), and UN Guiding Principles on Business and Human Rights reporting frameworks. Key highlights from our ~~website. In~~website and this report include:

•

The Climate Pledge. With our co-founder Global Optimism, in 2019 we announced The Climate Pledge, ~~with ourco-founder~~ ~~Global Optimism. The Climate Pledge is~~ a commitment to be ~~net zero~~net-zero carbon across our business by 2040, a decade ahead of the Paris Agreement’s goal of 2050. We ~~also announced a~~are proud that more than 300 companies across 51 industries and 29 countries have joined The Climate Pledge. As part of this commitment, we publish our carbon footprint and calculation methodology, and we have joined the Science Based Targets Initiative, reaffirming our commitment to ~~power~~reduce carbon emissions in line with our ~~global infrastructure~~ongoing science-based approach to tackle climate change. Amazon also launched The Climate Pledge Fund in 2020 to support the development of sustainable and decarbonizing technologies and services. This dedicated investment program—with an initial $2 billion in funding—invests in visionary companies whose products and solutions are expected to facilitate the transition to a low-carbon economy. In addition, we established the Right Now Climate Fund, a $100 million fund to remove or avoid carbon emissions by restoring and conserving forests, wetlands, and grasslands around the world.

•

Renewable Energy. We are on a path to powering our operations with 100% renewable energy by ~~2030 and 80%~~2025—five years ahead of our original target of 2030. In 2020, we reached 65% renewable energy across our business and became the world’s largest corporate purchaser of renewable energy.

•

Shipment Zero. Shipment Zero is our goal of delivering 50% of Amazon shipments with net-zero carbon by ~~2024. As part~~2030. Shipment Zero means that the fulfillment operations we undertake to deliver a customer’s shipment are net-zero carbon—from the fulfillment center, to the packaging materials, to the mode of transportation that gets the package to the customer’s door.

•

Transportation. We plan to deploy 100,000 custom electric delivery vehicles by 2030. Our custom electric delivery vehicles hit the road testing with customer deliveries in Los Angeles in February 2021, and since have expanded to 15 additional U.S. cities, including San Francisco, Nashville, Tulsa, Minneapolis, Denver, and more. We are also investing in a variety of solutions to reduce carbon emissions of freight and air transport, including battery electric and hydrogen-powered trucks, compressed natural gas tractors, and sustainable aviation fuels and technologies.

•

Our Buildings. Amazon is working to reduce the carbon emissions associated with our buildings, from the carbon embodied in construction materials to the operational emissions from powering our activities. In 2020, we launched an in-depth study of our operations facilities to examine the energy intensity of our buildings and identify ways to reduce

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carbon through energy efficiency enhancements, new technologies, and sustainable building materials. We have started applying these insights across building types and are incorporating best practices into future building development plans.

•

Circular Economy and Driving Toward Zero Additional Packaging. Amazon is minimizing waste, increasing recycling, and providing options for our customers to reuse, repair, and recycle their products. We created our Frustration-Free Packaging program to encourage manufacturers to package their products in easy-to-open, 100% recyclable packaging, and since 2015, we have eliminated more than one million tons of packaging material and reduced the weight of outbound packaging by over 36%. We are improving the design and materials used for our packaging, reducing weight, and improving the composition of our plastic packaging to use less material and incorporate more recycled content.

•

Investing in Our Communities. Amazon supports our communities by providing access to food and basic needs, assisting in the COVID-19 community response, supporting disaster relief, and investing in access to computer science education. In 2021, we established the Amazon Housing Equity Fund to provide more than $2 billion in below-market loans and grants to preserve and create affordable homes for individuals and families earning moderate to low incomes in our three hometown communities—Washington state’s Puget Sound region; the Washington, D.C., and Arlington, Virginia, metropolitan areas; and Nashville, Tennessee.

•

Human Rights. Our commitment and approach to human rights are informed by leading international standards and frameworks developed by the United Nations (“UN”) and the International Labour Organization (“ILO”). Amazon is committed to respecting and supporting the UN Guiding Principles on Business and Human Rights, the UN Universal Declaration of Human Rights, the Core Conventions of the ILO, and the ILO Declaration on Fundamental Principles and Rights at Work. We have codified our commitment to human rights in our Amazon Global Human Rights Principles. We also publish Supply Chain Standards, which detail the requirements and expectations for our suppliers, their supply chains, and selling partners who list products in our stores, and they are grounded in principles of inclusivity, continuous improvement, and supply chain accountability. In addition, since 2020, we have worked with a sustainability and human rights consulting firm to identify salient human rights risks across our business, and we plan to use the assessment results to build on current practice and prioritize our human rights due diligence efforts. In 2020, we also conducted our first human rights impact assessment to assess the raw and recovered materials supply chain for Amazon-branded digital devices.

•

Human Capital. We support our employees through initiatives focusing on workplace health and safety, investments in benefits and opportunities, and employee engagement. We aim to be Earth’s safest place to work. In 2021, we invested over $300 million in safety improvements such as capital improvements, new safety technology, vehicle safety controls, and engineered ergonomic solutions. In January 2022, we also published our first safety report highlighting our commitment to and innovations in worker safety and disclosing key safety metrics. In the United States, we are a leader in providing our employees an average starting wage of more than $18 per hour, more than double the federal minimum wage. In addition, we provide numerous benefits to our employees, including comprehensive medical benefits, a 401(k) plan with a Company match, and up to 20 weeks of parental leave (birth parents are eligible for up to 20 weeks of leave and partners up to six).

•

Diversity, Equity, and Inclusion. We continue to prioritize pay equity and publish details on gender and racial/ethnic group pay statistics. When evaluating 2021 compensation, our reported data demonstrates that women globally and in the United States earned 99.8 cents and 99.9 cents, respectively, for every dollar that men earned performing the same jobs, and racial/ethnic minorities in the United States earned 99.2 cents for every dollar that white employees earned performing the same jobs. We are investing in internal and external programs to assist diverse leaders to advance into more senior roles. For example, we are one of the initial 12 launch employers participating in the Management Leadership for Tomorrow (“MLT”) Black Equity at Work Certification Program, which is a clear and comprehensive new standard that requires employers to assess and make meaningful progress toward achieving ~~these~~Black equity internally while supporting Black equity in society. Additionally, starting in 2020, our senior leadership team dove deep into the mechanisms we use to hire, develop, and promote employees, so that we can better identify opportunities to ensure equitable access for all. We also publicly announced ambitious 2020 and 2021 Company-wide goals for diversity, equity, and inclusion. We continue to inspect and refine the mechanisms we ~~announced the order~~use to hire, develop, evaluate, and retain our employees to promote equity for all candidates and employees. Our 13 employee-led Affinity Groups, which engage employees across hundreds of ~~100,000 fully-electric delivery vehicles from Rivian and a $100 million investment in natural climate solutions~~chapters around the world, further foster our commitment to ~~help remove carbon from the atmosphere in partnership with The Nature Conservancy.~~ diversity, equity, and inclusion.

These ambitious and impactful goals and initiatives build on Amazon’s long-term commitment to sustainability, including through previously announced programs such as: Shipment Zero, a commitment that 50% of all Amazon shipments will be net zero carbon by 2030; renewable energy programs that include significant investments in large-scale wind farms and solar rooftop systems; and sustainable packaging and waste reduction initiatives. In addition to these initiatives, in 2019 we reported on our carbon footprint, which quantifies the total greenhouse gas emissions attributed to our direct and indirect activities, as well as ~~other~~our commitment to supporting our employees, partners in our supply chain, and our communities. These are just some examples of the many sustainability, ~~metrics.~~

~~In 2019,~~environmental, social, and human capital initiatives we ~~also published our Amazon Global Human Rights Principles, an update to our Supply Chain Standards, and information about our global supply chain. We also~~ have ~~innumerable large and small sustainability initiatives~~ underway, ~~at any point in time,~~ as we seek to

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constantly invent across the Company.

We encourage you to learn more about ~~our many sustainability~~these initiatives and our progress towards meeting our goals ~~as well as the many other ways we are addressing topics such as human rights and human capital management,~~ by reviewing our ~~“Sustainability: Thinking Big” Fall 2019~~sustainability report titled “Further and Faster, Together” and website atsustainability.aboutamazon.com, our safety report titled “Delivered with Care: Safety, Health, and Well-Being at Amazon” and website at safety.aboutamazon.com, our views on certain issues atwww.aboutamazon.com/~~our-company/~~about-us/our-positions, and other postings on our “About Amazon” website atwww.aboutamazon.com.

Shareholder Engagement

We believe that effective corporate governance includes year-round engagement with our ~~shareholders.~~shareholders and other stakeholders. We meet regularly with our shareholders, including both large and small investors, to discuss business strategy, performance, compensation philosophy, corporate governance, and environmental and social topics. In a typical year, we will engage with ~~25 to 50~~dozens of shareholders, including our largest shareholders, two to three times a year. This outreach is complementary to the hundreds of touchpoints our Investor Relations team has with shareholders each year. We find it beneficial to have ongoing dialogue with our shareholders throughout the year on a full range of investor priorities (instead of engaging with shareholders only prior to our annual meeting on issues to be voted on in the proxy statement). Depending on the ~~topics,~~circumstance, our lead director or another independent director may engage in these conversations with ~~a few~~ shareholders ~~each year~~ as well. In ~~2019,~~2021, as part of our corporate governance engagement, we met with corporate governance representatives at shareholders owning over ~~approximately 25%~~35% of our stock ~~(excluding~~(not counting the approximately ~~15%~~13% voted by our founder and ~~Chief~~ Executive ~~Officer).~~Chair) and responded to numerous letters from our investors. Our direct engagement with shareholders helps us better understand our shareholders’ priorities, perspectives, and issues of concern, while giving us an opportunity to elaborate on our many initiatives and practices and to address the extent to which various aspects of these matters are (or are not) significant given the scope and nature of our operations and our existing practices. We take insights from this feedback into consideration and regularly share them with our Board as we review and evolve our practices and disclosures.



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Board Meetings and Committees

The Board meets regularly during the year, and holds special meetings and acts by unanimous written consent whenever circumstances require. During ~~2019,~~2021, there were ~~six~~5 meetings of the Board. All incumbent directors attended at least 75% of the aggregate of the meetings of the Board and committees on which they served occurring during ~~2019.~~2021. All directors then serving attended the ~~2019~~2021 Annual Meeting of Shareholders.

In addition, during 2021, the Board participated in regularly scheduled teleconference discussions on various topics, generally on a monthly basis.

The Board has established an Audit Committee, a Leadership Development and Compensation Committee, and a Nominating and Corporate Governance Committee, each of which is comprised entirely of directors who meet the applicable independence requirements of the Nasdaq rules. The Committees keep the Board informed of their actions and provide assistance to the Board in fulfilling its oversight responsibility to shareholders. The table below provides current membership information as well as meeting information for the last fiscal year.

  Name    Audit
Committee    Leadership
Development and
Compensation
Committee    Nominating
and Corporate
Governance
Committee
  Jeffrey P. Bezos


  Rosalind G. Brewer




  Jamie S. Gorelick



  Daniel P. Huttenlocher




  Judith A. McGrath




  Indra K. Nooyi




  Jonathan J. Rubinstein



  Thomas O. Ryder




  Patricia Q. Stonesifer



  Wendell P. Weeks




  Total Meetings in 2019

   6    3    5

Name	Audit Committee	Leadership Development and Compensation Committee	Nominating and Corporate Governance Committee
Jeffrey P. Bezos
Andrew R. Jassy
Keith B. Alexander
Edith W. Cooper(1)
Jamie S. Gorelick
Daniel P. Huttenlocher
Judith A. McGrath
Indra K. Nooyi
Jonathan J. Rubinstein
Patricia Q. Stonesifer
Wendell P. Weeks
Total Meetings in 2021	7	6	4

Committee Chair

(1)

Ms. Cooper joined the Leadership Development and Compensation Committee on September 20, 2021.

The functions performed by these Committees, which are set forth in more detail in their charters, are summarized below.

Audit Committee

The Audit Committee represents and assists the Board in fulfilling its oversight responsibility relating to our financial statements and financial reporting process, the qualifications, independence, and performance of our independent auditors, the performance of our internal audit function, legal and regulatory matters, and our compliance policies and procedures. In addition, prior to the formation in 2022 of the ad hoc committee to oversee data protection and cybersecurity matters, the Audit Committee was responsible for oversight of such matters. The Board has designated each of Mr. Weeks and Mrs. Nooyi as an Audit Committee Financial Expert, as defined by Securities and Exchange Commission (“SEC”) rules.

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~~Audit Committee~~

The Audit Committee represents and assists the Board in fulfilling its oversight responsibility relating to our financial statements and financial reporting process, the qualifications, independence, and performance of our independent auditors, the performance of our internal audit function, legal and regulatory matters, data privacy and security matters, and our compliance policies and procedures. The Board has designated each of Messrs. Ryder and Weeks and Mrs. Nooyi as an Audit Committee Financial Expert, as defined by Securities and Exchange Commission (“SEC”) rules.

Recent Focus Areas

During the past year, the Audit Committee met with management and reviewed matters that ~~included~~ included:

•

the Company’s risk assessment and compliance ~~functions,~~ functions;

•

data privacy and ~~security,~~ security;

•

public policy ~~expenditures,~~ expenditures;

•

treasury and investment ~~matters,~~ matters;

•

tax matters;

•

accounting industry ~~issues,~~ issues;

•

the performance of our internal audit function;

•

the reappointment of our independent ~~auditor,~~auditor; and

•

pending litigation.

The Audit Committee annually reviews the Company’s ~~political contribution~~U.S. Political Engagement Policy and ~~expenditure policy and statement~~Statement and a report on the Company’s ~~political contributions and~~public policy expenditures. The Audit Committee also met with the auditors to review the scope and results of the auditor’s annual audit and quarterly reviews of the Company’s financial statements.



14

Leadership Development and Compensation Committee

~~BOARD OF DIRECTORS INFORMATION~~

The Leadership Development and Compensation Committee evaluates our programs and practices relating to talent and leadership development, reviews and establishes compensation of the Company’s executive officers, oversees management of risks for succession planning and our overall compensation program, including our equity-based compensation plans, and oversees the Company’s strategies and policies related to human capital management, all with a view towards maximizing long-term shareholder value. The Committee may engage compensation consultants but did not do so in 2021, and during 2021 reviewed and discussed peer company compensation benchmarking and surveys prepared by management and by a consulting firm hired by management to provide survey data. The Committee oversees the Company’s Code of Business Conduct and Ethics with respect to compliance with, and reports pursuant to, the Company’s workplace non-discrimination and anti-harassment policies. Additional information on the Committee’s processes and procedures for considering and determining executive compensation is contained in the “Compensation Discussion and Analysis” section of this Proxy Statement.

~~Leadership Development and Compensation Committee~~

The Leadership Development and Compensation Committee evaluates our programs and practices relating to talent and leadership development, reviews and establishes compensation of the Company’s executive officers, oversees management of risks for succession planning and our overall compensation program, including our equity-based compensation plans, and oversees the Company’s strategies and policies related to human capital management, all with a view toward maximizing long-term shareholder value. The Committee may engage compensation consultants but did not do so in 2019. The Committee oversees the Company’s Code of Business Conduct and Ethics with respect to compliance with, and reports pursuant to, the Company’s workplaceRecent Focus Areas~~non-discrimination~~ and anti-harassment policies. Additional information on the Committee’s processes and procedures for considering and determining executive compensation is contained in the “Compensation Discussion and Analysis” section of this Proxy Statement.

During the past year, the Leadership Development and Compensation Committee met with management and reviewed matters that ~~included~~ included:

•

the design, amounts, and effectiveness of the Company’s compensation of senior ~~executives,~~ executives;

•

management succession ~~planning,~~ planning;

•

the Company’s benefit and compensation ~~programs,~~ programs;

•

the Company’s human resources programs, including review of workplace discrimination and harassment reports, worker safety and workplace conditions, and diversity, equity, and inclusion matters; and

•

feedback from the Company’s shareholder engagement.


~~Nominating and Corporate Governance Committee~~

2022 Proxy Statement 15

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BOARD OF DIRECTORS INFORMATION

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee reviews and assesses the composition and compensation of the Board, assists in identifying potential new candidates for director, recommends candidates for election as director, and oversees the Company’s environmental, social, and corporate governance policies and initiatives. The Nominating and Corporate Governance Committee also recommends to the Board compensation for newly elected directors and reviews director compensation as necessary.

Recent Focus Areas

During the past year, the Nominating and Corporate Governance Committee met with management and reviewed matters that ~~included~~ included:

•

the Board’s composition, diversity, and skills in the context of identifying and evaluating new director candidates to join the ~~Board,~~ Board;

•

the Board’s recruitment and self-evaluation ~~processes,~~ processes;

•

Board ~~compensation,~~ compensation;

•

Board Committee membership and ~~qualifications,~~ qualifications;

•

consideration of the Company’s policies and initiatives regarding the environment and sustainability, corporate social responsibility, and corporate ~~governance,~~governance; and

•

feedback from the Company’s shareholder engagement on the foregoing matters.

Director Nominations

The Nominating and Corporate Governance Committee considers candidates for director who are recommended by its members, by other Board members, by shareholders, and by management, as well as those identified by a third-party search firm retained to assist in identifying and evaluating possible candidates. Ms. Cooper was initially recommended to the Nominating and Corporate Governance Committee by a third-party search firm pursuant to a director recruitment process conducted in 2021. The Nominating and Corporate Governance Committee evaluates director candidates recommended by shareholders in the same way that it evaluates candidates recommended by its members, other members of the Board, or other persons, as described above under “Director Nominee Diversity, Tenure, Skills, and Characteristics.”

Shareholder Recommendations for Directors

Shareholders wishing to submit recommendations for director candidates for consideration by the Nominating and Corporate Governance Committee must provide the following information in writing to the attention of the Secretary of Amazon.com, Inc. by certified or registered mail:

•

the name, address, and biography of the candidate, and an indication of whether the candidate has expressed a willingness to serve;

•

the name, address, and phone number of the shareholder or group of shareholders making the recommendation; and

•

the number of shares of common stock beneficially owned by the shareholder or group of shareholders making the recommendation, the length of time held, and to the extent any shareholder is not a registered holder of such securities, proof of such ownership.

To be considered by the Nominating and Corporate Governance Committee for the ~~2021~~2023 Annual Meeting of Shareholders, a director candidate recommendation must be received by the Secretary of Amazon.com, Inc. by December ~~17, 2020.~~

15, 2022.

Our Bylaws provide a proxy access right for shareholders, pursuant to which a shareholder, or group of up to 20 shareholders, may include director nominees (representing up to 20% of the number of directors in office) in our proxy



		~~2020 Proxy Statement~~		15

~~BOARD OF DIRECTORS INFORMATION~~

materials for annual meetings of our shareholders. To be eligible to utilize these proxy access provisions, the shareholder or group must have owned at least 3% of the aggregate of the issued and outstanding shares of our common stock continuously for at least the prior three years and must satisfy the additional eligibility, procedural, and disclosure requirements set forth in our Bylaws.

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BOARD OF DIRECTORS INFORMATION

Compensation of Directors

Director Compensation Philosophy

Our directors do not receive cash compensation for their services as directors or as members of committees of the Board, but we pay reasonable expenses incurred for attending meetings. At the discretion of the Board, directors are eligible to receive stock-based awards under the 1997 Stock Incentive Plan (the “1997 Plan”). Similar to compensation for our employees, the compensation for our Board members is aligned with long-term value creation because it consists solely of restricted stock unit awards that have three-year vesting periods. Likewise, because our compensation program is designed to promote long-term performance and operate over a period of years, directors typically do not receive stock-based awards every year, and instead have in the past received awards only once every three years. Our Board members’ compensation will be negatively impacted if our stock price declines and will be favorably impacted if the stock performs beyond the initial stock price at grant date. By not accepting cash compensation, only restricted stock unit awards, the Board sets a tone at the top that compensation should be based on long-term value creation.

2021 Stock Awards

Based on the Nominating and Corporate Governance Committee’s recommendation, the Board approved restricted stock unit awards for: (1) ~~570~~285 shares to Ms. ~~Brewer~~Cooper on September 20, 2021, vesting in three equal annual installments on November 15, 2022, November 15, 2023, and November 15, 2024; and (2) 285 shares to Mr. Weeks on ~~February 4, 2019,~~November 11, 2021, vesting in three equal annual installments on February 15, ~~2020,~~2023, February 15, ~~2021,~~2024, and February 15, 2022; and (2) 549 shares to Mrs. Nooyi on February 25, 2019, vesting in three equal annual installments on May 15, 2020, May 15, 2021, and May 15, 2022. Based on the Nominating and Corporate Governance Committee’s recommendation, the Board approved restricted stock unit awards for 516 shares to Ms. Stonesifer and Messrs. Huttenlocher, Rubinstein, and Ryder on2025. The September ~~12, 2019, vesting in three equal annual installments on November 15, 2020, November 15, 2021,~~ and November ~~15, 2022. The February 2019~~2021 awards were designed to provide approximately ~~$300,000~~$318,000 in compensation annually, ~~and the September awards were designed to provide approximately $310,000 in compensation annually, in each case~~ based on an assumed value of the restricted stock units vesting in each year, which compensation represents the 50^th50th percentile for annual director compensation among a group of peer companies. When determining the amount and vesting schedule for directors’ restricted stock unit awards, the Nominating and Corporate Governance Committee and Board have not varied awards based on specific committee service.

Each grant compensates for future performance, and no portion of a restricted stock unit award vests until the year after it is granted. If a director leaves the Board prior to a vest date for any reason, he or she will forfeit all or any portion of the restricted stock unit award that has not previously vested.



16

2022 Proxy Statement 17

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BOARD OF DIRECTORS INFORMATION

The following table sets forth for the year ended December 31, ~~2019~~2021 all compensation reportable for directors who served during ~~2019,~~2021, as determined by SEC rules.

Director Compensation for ~~2019~~

2021

	Name			Stock Awards(1)
~~Name~~		~~Stock Awards~~⁽¹⁾

Jeffrey P. Bezos⁽²⁾				$	—

Andrew R. Jassy~~Tom A. Alberg~~⁽³⁾(2)					—
	Keith B. Alexander(3)					—
	Rosalind G. Brewer⁽⁴⁾			~~929,992~~		—
	Edith W. Cooper(5)					958,171
	Jamie S. Gorelick⁽⁵⁾(6)					—

Daniel P. Huttenlocher⁽⁶⁾(7)			~~951,489~~		—

Judith A. McGrath⁽⁷⁾(8)					—

Indra K. Nooyi⁽⁸⁾(9)			~~901,729~~		—

Jonathan J. Rubinstein⁽⁶⁾(7)			~~951,489~~		—

Thomas O. Ryder⁽⁶⁾(7)			~~951,489~~		—

Patricia Q. Stonesifer⁽⁶⁾(7)			~~951,489~~		—

Wendell P. Weeks⁽⁴⁾(10)			~~929,992~~		999,026

⁽¹⁾

Stock awards are reported at aggregate grant date fair value as determined under applicable accounting standards. The grant date fair value for restricted stock units as reported in the table above is determined based on the number of shares granted multiplied by the average of the high and the low trading price of common stock of the Company on the grant date, without regard to the fact that the grants vest over a number of years. See Note 1, “~~Description of Business and Accounting Policies~~—~~Stock-Based Compensation~~~~,” in Item 8, “Financial Statements and Supplementary Data,” in our 2019 Annual Report on Form10-K.~~

⁽²⁾	~~Mr. Bezos does not receive any compensation for his services as a director in addition to his compensation as Chief Executive Officer.~~

⁽³⁾	~~Mr. Alberg, who ceased to serve as a director in May 2019, did not hold any unvested restricted stock units as of December 31, 2019.~~

⁽⁴⁾	~~Ms. Brewer and Mr. Weeks held 570 unvested restricted stock units as of December 31, 2019.~~

⁽⁵⁾	~~Ms. Gorelick held 414 unvested restricted stock units as of December 31, 2019.~~

⁽⁶⁾	~~Ms. Stonesifer and Messrs. Huttenlocher, Rubinstein, and Ryder each held 516 unvested restricted stock units as of December 31, 2019.~~

⁽⁷⁾	~~Ms. McGrath held 304 unvested restricted stock units as of December 31, 2019.~~

⁽⁸⁾	~~Mrs. Nooyi held 549 unvested restricted stock units as of December 31, 2019.~~



		~~2020 Proxy Statement~~		17

(1)

Stock awards are reported at aggregate grant date fair value as determined under applicable accounting standards. The grant date fair value for restricted stock units as reported in the table above is determined based on the number of shares granted multiplied by the average of the high and the low trading price of common stock of the Company on the grant date, without regard to the fact that the grants vest over three years. See Note 1, “Description of Business, Accounting Policies, and Supplemental Disclosures—Stock-Based Compensation,” in Item 8, “Financial Statements and Supplementary Data,” in our 2021 Annual Report on Form 10-K.

(2)

Mr. Bezos and Mr. Jassy did not receive any compensation for their services as directors in addition to their compensation for services as executives.

(3)

Gen. Alexander held 192 unvested restricted stock units as of December 31, 2021.

(4)

Ms. Brewer, who ceased to serve as a director in February 2021, did not hold any unvested restricted stock units as of December 31, 2021.

(5)

Ms. Cooper held 285 unvested restricted stock units as of December 31, 2021.

(6)

Ms. Gorelick held 294 unvested restricted stock units as of December 31, 2021.

(7)

Ms. Stonesifer and Messrs. Huttenlocher, Rubinstein, and Ryder each held 172 unvested restricted stock units as of December 31, 2021. Mr. Ryder’s unvested restricted stock units were cancelled as of such date when he retired as a director.

(8)

Ms. McGrath held 192 unvested restricted stock units as of December 31, 2021.

(9)

Mrs. Nooyi held 183 unvested restricted stock units as of December 31, 2021.

(10)

Mr. Weeks held 475 unvested restricted stock units as of December 31, 2021.

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ITEM 2—RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS

Under the rules and regulations of the SEC and Nasdaq, the Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of our independent auditors. In addition, the Audit Committee considers the independence of our independent auditors and participates in the selection of the independent auditor’s lead engagement partner. The Audit Committee has appointed, and, as a matter of good corporate governance, is requesting ratification by the shareholders of the appointment of, the registered public accounting firm of Ernst & Young LLP (“E&Y”) to serve as independent auditors for the fiscal year ending December 31, ~~2020.~~2022. E&Y has served as our independent auditor since 1996. The Audit Committee considered a number of factors in determining whether tore-engage E&Y as the Company’s independent registered public accounting firm, including the length of time the firm has served in this role, the firm’s professional qualifications and resources, the firm’s past performance, and the firm’s capabilities in handling the breadth and complexity of our business, as well as the potential impact of changing independent auditors.

The Board of Directors and the Audit Committee believe that the continued retention of E&Y as the Company’s independent auditor is in the best interests of the Company and its shareholders. If shareholders do not ratify the selection of E&Y, the Audit Committee will evaluate the shareholder vote when considering the selection of a registered public accounting firm for the audit engagement for the ~~2021~~2023 fiscal year. In addition, if shareholders ratify the selection of E&Y as independent auditors, the Audit Committee may nevertheless periodically request proposals from the major registered public accounting firms and as a result of such process may select E&Y or another registered public accounting firm as our independent auditors.

Why We Recommend You Support This Proposal

•

The Audit Committee undertakes a robust evaluation process each year to confirm that the retention of E&Y as our independent auditor continues to be in our shareholders’ best interests.

•

E&Y has served as our independent auditor since 1996, which provides the firm with a deep understanding, and the ability to handle the breadth and complexity, of our business.

•

E&Y provides only limited services other than audit and audit-related services.

	The Board of Directors recommends a vote“FOR” ratification of the appointment of E&Y as our independent auditors for the fiscal year ending December 31, ~~2020.~~ 2022.

2022 Proxy Statement 19

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AUDITORS

Representatives of E&Y are expected to participate in the Annual Meeting and will have an opportunity to make a statement and to respond to appropriate questions from shareholders.

Fee Information

The table below sets forth the aggregate audit fees billed and expected to be billed by E&Y for the indicated fiscal year and the fees billed and expected to be billed by E&Y for all other services rendered during the indicated fiscal year:

	Fiscal 2021			Fiscal 2020
Audit Fees		$	29,364,000		$	26,608,000
Audit-Related Fees			5,667,000			4,200,000
Tax Fees			0			0
All Other Fees			325,000			95,000
Total Fees			35,356,000			30,903,000

Audit Fees

Audit fees include the aggregate fees for the audit of our annual consolidated financial statements and internal controls, and the reviews of each of the quarterly consolidated financial statements included in our Forms10-Q. These fees also include statutory and other audit work performed with respect to certain of our subsidiaries. The aggregate audit fees billed and expected to be billed by E&Y for the fiscal year ended December 31, 2019 were $22,486,000. The aggregate audit fees we were billed by E&Y for the fiscal year ended December 31, 2018 were $20,676,000.

Audit-Related Fees

Audit-related fees include accounting advisory services related to the accounting treatment of transactions or events, including acquisitions, and to the adoption of new accounting standards, as well as additional procedures related to accounting records performed to comply with regulatory reporting requirements and to provide certain attest reports. ~~The~~



18

~~AUDITORS~~

aggregate audit-related fees billed and expected to be billed by E&Y for services rendered during the fiscal year ended December 31, 2019 were $2,966,000. The aggregate audit-related fees we were billed by E&Y for services rendered during the fiscal year ended December 31, 2018 were $2,092,000.

Tax Fees

Tax fees, ~~were for~~if any, include tax compliance services and assistance with federal and provincialtax-related matters for certain international entities. The aggregate tax fees billed and expected to be billed by E&Y for services rendered during the fiscal year ended December 31, 2019 were $0. The aggregate tax fees we were billed by E&Y for services rendered during the fiscal year ended December 31, 2018 were $0.

All Other Fees

All other fees were for advisory services related to compliance with regulatory reporting requirements. The aggregate other fees billed and expected to be billed by E&Y for services rendered during the fiscal year ended December 31, 2019 were $181,000. The aggregate other fees we were billed by E&Y for services rendered during the fiscal year ended December 31, 2018 were $62,000.

sustainability reporting.

Pre-Approval Policies and Procedures

All of the fees described above were approved by the Audit Committee. The Audit Committee is responsible for overseeing the audit fee negotiations associated with the retention of E&Y to perform the audit of our annual consolidated financial statements and internal controls. The Audit Committee has adopted apre-approval policy under which the Audit Committee approves in advance all audit andnon-audit services to be performed by our independent auditors. As part of itspre-approval policy, the Audit Committee considers whether the provision of any proposednon-audit services is consistent with the SEC’s rules on auditor independence. In accordance with thepre-approval policy, the Audit Committee haspre-approved certain specified audit andnon-audit services to be provided by E&Y if they are initiated within 18 months after the date of thepre-approval (or within such other period from the date ofpre-approval as may be provided). If there are any additional

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AUDITORS

services to be provided, a request forpre-approval must be submitted by management to the Audit Committee for its consideration under the policy. Finally, in accordance with thepre-approval policy, the Audit Committee has delegatedpre-approval authority to each of its members. Any member who exercises this authority must report anypre-approval decisions to the Audit Committee at its next meeting.

Audit Committee Report

The Audit Committee is composed solely of independent directors meeting the applicable requirements of the Nasdaq rules. The Audit Committee reviews the Company’s financial reporting process on behalf of the Board. Management has the primary responsibility for establishing and maintaining adequate internal control over financial reporting, for preparing the financial statements, and for the reporting process. The Audit Committee members do not serve as professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management and the independent registered public accounting firm. The Company’s independent auditors are engaged to audit and report on the conformity of the Company’s financial statements to accounting principles generally accepted in the United States and the effectiveness of the Company’s internal control over financial reporting.

In this context, the Audit Committee reviewed and discussed with management and the independent auditors the audited financial statements for the year ended December 31, ~~2019~~2021 (the “Audited Financial Statements”), management’s assessment of the effectiveness of the Company’s internal control over financial reporting, and the independent auditors’ evaluation of the Company’s system of internal control over financial reporting. The Audit Committee has discussed with Ernst & Young LLP, the Company’s independent auditors, the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the Securities and Exchange Commission. In addition, the Audit Committee has received the written disclosures and the letter from the independent auditors required by applicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence, and has discussed with the independent auditors the independent auditors’ independence.



		~~2020 Proxy Statement~~		19

~~AUDITORS~~

Based upon the reviews and discussions referred to above, the Audit Committee recommended to the Board that the Audited Financial Statements be included in the Company’s Annual Report on Form10-K for the year ended December 31, ~~2019,~~2021, for filing with the Securities and Exchange Commission.

The Audit Committee

Keith B. Alexander
Indra K. Nooyi

~~Thomas O. Ryder~~

Wendell P. Weeks



20

2022 Proxy Statement 21

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ITEM 3—ADVISORY VOTE TO APPROVE

EXECUTIVE COMPENSATION

We are asking shareholders to approve, on an advisory basis, the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table, and the related compensation tables and narrative.

As described in the “Compensation Discussion and Analysis” section of this Proxy Statement, the Leadership Development and Compensation Committee has structured our executive compensation program to tie total compensation to long-term performance that supports shareholder value, as reflected primarily in our stock price.

We believe our compensation philosophy has served our employees and shareholders well, since as of the end of 2021, our stock price had increased approximately 30,716% over twenty years (a compound annual growth rate of 33%), 1,826% over ten years, 345% over five years, and 122% over three years.

In addition, since our 2021 Annual Meeting of Shareholders, we contacted shareholders owning approximately 35% of our stock (not counting the approximately 13% voted by our founder and Executive Chair) and met with shareholders owning over 30% of our stock specifically to discuss executive compensation. During these meetings we discussed, among other things, the elements, design, and operation of our executive compensation program, the processes undertaken by the Leadership Development and Compensation Committee, and the details of the 2021 equity awards to our named executive officers. Over the course of these meetings, we heard a wide range of views, with most of our largest investors indicating that they understand and appreciate the long-term, owner-oriented nature of our stock awards and how these awards support our operations and culture. A small minority of investors expressed the view that the Company should be granting smaller equity awards with payouts conditioned on discrete performance goals. However, these shareholders did not have a clear consensus, and in many cases did not have suggestions, for specific performance criteria or specific peer group comparisons that would be appropriate for Amazon. Other shareholders did not express either a positive or negative position on our executive compensation.

We urge shareholders to read the “Compensation Discussion and Analysis,” as well as the Summary Compensation Table and related compensation tables and narrative, which provide detailed information on the compensation of our named executive officers. The Leadership Development and Compensation Committee and the Board believe that the policies and procedures articulated in the “Compensation Discussion and Analysis” are effective in achieving our goals and that the compensation of our named executive officers has supported and contributed to our success.

This item is being presented pursuant to Section 14A of the Securities Exchange Act of 1934, as amended. After the ~~2020~~2022 Annual Meeting, our next advisory vote on executive compensation will occur at our ~~2021~~2023 Annual Meeting of Shareholders. Although this advisory vote is not binding, the Leadership Development and Compensation Committee will consider the voting results when evaluating our executive compensation program.

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Why We Recommend You Support This Proposal

•

Our executive compensation philosophy focuses on the true long-term success of our business, not on isolated one-, two-, or three-year goals that encompass only a limited and selective portion of our objectives and that can reward executives with above-target payouts even when the stock price remains flat or declines.

•

Our emphasis on periodic grants of time-vested restricted stock units that vest over the long term perfectly aligns our executives’ compensation with the returns we deliver to shareholders.

•

Having considered other approaches to structuring executive compensation arrangements, we remain committed to the structure of our executive compensation because it has worked effectively, having allowed us to:

✓

attract and retain incredibly talented people who have guided our business through countless challenges;

✓

develop our business in ways that we could not have conceived a few years earlier, including initiatives that later became AWS, Kindle, Alexa, and our robust third-party seller business;

✓

make long-term commitments to sustainability and other environmental, social, and human capital initiatives and goals; and

✓

deliver strong long-term returns to our shareholders.

The Board of Directors recommends a vote“FOR” approval, on an advisory basis, of our executive

compensation as described in this ~~proxy statement.~~

Proxy Statement.

	~~2020 Proxy Statement~~	21

2022 Proxy Statement 23

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ITEM 4—APPROVAL OF AN AMENDMENT TO

THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION TO

~~LOWER~~ EFFECT A 20-FOR-1 SPLIT OF THE COMPANY’S COMMON STOCK ~~OWNERSHIP THRESHOLD FOR~~

~~SHAREHOLDERS TO REQUEST~~AND A ~~SPECIAL MEETING~~

PROPORTIONATE INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

We are asking shareholders to approve a 20-for-1 split of the Company’s common stock (the “Stock Split”), along with a proportionate increase in the number of authorized shares of common stock from 5 billion to 100 billion, to be effected through an amendment to ~~our~~the Company’s Restated Certificate of Incorporation ~~to lower the stock ownership threshold from 30% to 25% for shareholders to request that the Company call a special meeting of shareholders~~ (the “Proposed ~~Certificate~~ Amendment”). Specifically, the Proposed ~~Certificate~~ Amendment, which the Board has approved and declared advisable, would amend the ~~second~~first sentence of and add two additional sentences to Article 124 as follows:

~~“A special meeting~~

The total authorized stock of the ~~shareholders~~corporation shall ~~be held if~~consist of 5,000,000,000100,000,000,000 shares of Common Stock having a par value of $.01 per share and 500,000,000 shares of Preferred Stock having a par value of $.01 per share. Upon the ~~holders of not less than~~~~thirtytwenty-five~~ ~~percent (~~3025%) of all the votes entitled to be cast on any issue proposed to be considered at such special meeting have dated, signed and delivered to the Secretary one or more written demands for such meeting, describing the purpose or purposes for which it is to be held.”

As part of its regular ongoing review of our corporate governance practices, the Board carefully considered the appropriate threshold for shareholders to be able to request a special meeting. The Board continues to believe that it is important for shareholders to have the ability to call special shareholder meetings. Too low a threshold could expose shareholders to the risk of special meetings being called by a few shareholders focused on narrow or short-term interests, rather than the long-term best interestseffectiveness of the Company and shareholders generally. After considering evolving governance practices as well as investor feedback and previous shareholder votes on the matter, the Board believes that a 25% threshold strikes an appropriate balance between enhancing shareholder access and minimizing the potential harms associated with allowing a small numberCertificate of ~~shareholders to call special meetings.~~

~~The Bylaws currently contain the same 30% ownership threshold for requesting a special meeting that is set forth in~~Amendment of the Restated Certificate of ~~Incorporation.~~ Incorporation adding this sentence (the “Effective Time”), each issued share of Common Stock immediately prior to the Effective Time shall automatically be subdivided and reclassified into 20 shares of Common Stock. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”) shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been subdivided and reclassified.

Purpose and Effect of Proposed Stock Split

The Board ~~has approved a corresponding amendment to Section 2.2.2~~anticipates that the increase in the number of ~~our Bylaws, contingent upon shareholder approval and implementation~~outstanding shares resulting from the Stock Split will reset the market price of the common stock in a range that would give our employees more flexibility in how they manage their equity in Amazon and make the common stock more accessible for anyone who wants to invest in Amazon.

If the Proposed ~~Certificate~~ Amendment is adopted, each shareholder of record at the close of business on the Effective Date (as defined below) will become the record owner of 19 additional shares of common stock for each share of common stock then owned of record by such shareholder. All shares issued as a result of the Stock Split will be issued in book-entry form, either through the Direct Registration System (“DRS”) or as a credit to ~~change~~an existing account of a shareholder of record. Consequently, certificates representing shares of common stock currently issued should be retained by each shareholder and should not be returned to the ~~30% threshold~~Company or to ~~25%.~~its transfer agent, as it will not be necessary to submit outstanding certificates for exchange.

In connection with the Stock Split, and pursuant to the anti-dilution adjustment provisions in the Company’s equity compensation plans, including the Company’s 1997 Stock Incentive Plan, as amended and restated, the Company’s 1999 Nonofficer Employee Stock Option Plan, as amended and restated, and any other equity incentive plan or arrangement maintained by the Company, proportionate adjustments will be made to the number of shares of common stock that remain available for issuance pursuant to such plans, as well as to the outstanding awards under such plans. Specifically, the number of shares that remain available for issuance pursuant to such plans as well as the per-person annual award limits set forth in such plans will increase by a multiple of 20, the number of shares subject to outstanding awards under such plans will increase by a multiple of 20, and the exercise price per share of stock options granted under such plans will be divided by 20.

If the Proposed Amendment is adopted, the amount of the Company’s common stock account as reflected in the Company’s consolidated financial statements will be increased to reflect the additional shares issued at a par value of $0.01 per share,

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and the amount of the additional paid-in capital account will be reduced by the same amount, with no overall net effect on total stockholders’ equity.

Purpose and Effect of Increasing the Number of Authorized Shares of Common Stock

The Proposed Amendment would increase the number of authorized shares of common stock of the Company from 5 billion to 100 billion. The additional 95 billion shares would be a part of the existing class of common stock and, if and when issued, would have rights identical to the currently outstanding common stock of the Company. The Proposed Amendment would not affect the preferred stock, for which there are currently no shares outstanding.

The primary purpose of increasing the number of authorized shares of common stock is to facilitate the Stock Split. As of December 31, 2021, there were approximately 509 million shares of common stock outstanding and approximately 97 million shares reserved for issuance under the Company’s equity compensation plans. Accordingly, approximately 4.4 billion shares of common stock remained available for issuance, which number is insufficient to effectuate the Stock Split.

A proportionate increase in the number of authorized shares of common stock would also have the additional benefit of preserving the relative proportion of outstanding or reserved shares to unissued shares of common stock. Except for shares reserved for issuance under existing equity compensation plans and shares that would be issued pursuant to the Stock Split, the Board has no current plans to issue additional shares of common stock. The Board has not ~~approved any other changes~~proposed the increase in authorized shares of common stock in order to ~~the special meeting provisions in the Bylaws at this time. Complete copies~~discourage tender offers or takeover attempts of the ~~current Restated Certificate~~Company. However, the availability of ~~Incorporation~~these authorized shares for issuance may have the effect of discouraging a merger, tender offer, proxy contest, or other attempt to obtain control of the Company.

Effective Date of Proposed Amendment and ~~Bylaws are available on the Corporate Governance section~~Issuance of ~~our website at~~~~www.amazon.com/ir~~.

~~The Proposed Certificate Amendment is binding.~~ Shares for Stock Split

If shareholders approve the Proposed ~~Certificate~~ Amendment, ~~is approved,~~ the Company intends to file a certificate of amendment to the Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, and the Proposed ~~Certificate~~ Amendment will become effective at the time of that ~~filing.~~filing (such date, the “Effective Date”). The Company has announced that the Effective Date will be May 27, 2022, and that such additional shares will be reflected in accounts for shareholders of record on or about June 3, 2022 (such date, the “Distribution Date”). The Board reserves the right, notwithstanding shareholder approval of the Proposed Amendment, and without further action by the shareholders, to elect not to proceed with the amendment if, at any time prior to filing the amendment, the Board determines that it is no longer in the best interests of the Company and its shareholders to proceed with the Stock Split.

Please do not destroy or send your existing stock certificates to the Company. If the Proposed ~~Certificate~~ Amendment is ~~not approved~~adopted, those certificates will remain valid for the number of shares shown thereon, and should be carefully preserved by you. All shares issued as a result of the ~~requisite vote, then neither~~Stock Split will be issued in book-entry form, either through DRS or as a credit to an existing stockholder of record account. You will receive information about the ~~Proposed Certificate Amendment nor~~additional shares to which you are entitled on or around the ~~Bylaw amendment will become effective.~~

Distribution Date.

Why We Recommend You Support This Proposal

•

The Stock Split would give our employees more flexibility in how they manage their equity in Amazon and make the common stock more accessible for anyone who wants to invest in Amazon.

•

The proportionate increase in the number of authorized shares of common stock would also have the additional benefit of preserving the relative proportion of outstanding or reserved shares to unissued shares of common stock.

The Board of Directors recommends a vote“FOR” ~~approval of~~ the amendment to ~~our~~the Company’s Restated Certificate of

Incorporation to ~~lower~~effect a 20-for-1 split of the Company’s common stock ~~ownership threshold for shareholders to request~~and a ~~special meeting.~~

proportionate increase in the number of authorized shares of common stock.

22

2022 Proxy Statement 25

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We believe that effective corporate governance includes year-round engagement with our ~~shareholders.~~shareholders and other stakeholders. We meet regularly with both large and small investors to discuss business strategy, performance, compensation philosophy, corporate governance, and environmental and social topics. This direct engagement helps us better understand our shareholders’ priorities, perspectives, and issues of concern, while giving us an opportunity to elaborate on our many initiatives and practices and to address the extent to which various aspects of these matters are (or are not) significant given the scope and nature of our operations and our existing practices. We take insights from this feedback into consideration and regularly share them with our Board as we review and evolve our practices and disclosures.

Items 5 through 1619 are shareholder proposals that will be voted on at the Annual Meeting only if properly presented by or on behalf of the shareholder proponent. Some of these proposals contain assertions that we believe are incorrect, and we have not attempted to refute all of the inaccuracies.

~~Certain~~

This year, certain of the shareholder proposals relate to environmental, sustainability, workforce and human capital management, social, or governance issues, often requesting that we prepare a report, adopt a policy, or take some other particular action. In many cases, we already support some of the initiatives or share the concerns addressed in such proposals, and we often already have taken actions that we believe address the underlying concerns of a proposal or that report on those aspects of a matter that are most relevant to us, but we may disagree with how the proposal seeks to prescribe the manner in which we approach or report on the issue.

In some cases, we have already published the substantive information requested by proposals, but the proponents have nevertheless declined to withdraw their proposals.

The following are some of Amazon’s goals and initiatives highlighted on our website and in our sustainability report titled “Further and Faster, Together,” which also includes our reporting under the SASB, TCFD, and UN Guiding Principles on Business and Human Rights reporting frameworks:

~~For example,~~•

•

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•

Human Rights. Our commitment and approach to human rights are informed by leading international standards and frameworks developed by the UN and the ILO. Amazon is committed to respecting and supporting the UN Guiding Principles on Business and Human Rights, the UN Universal Declaration of Human Rights, the Core Conventions of the ILO, and the ILO Declaration on Fundamental Principles and Rights at Work. We have codified our commitment to human rights in our Amazon Global Human Rights Principles. We also publish Supply Chain Standards, which detail the requirements and expectations for our suppliers, their supply chains, and selling partners who list products in our stores, and they are grounded in principles of inclusivity, continuous improvement, and supply chain accountability. In addition, since 2020, we have worked with a sustainability and human rights consulting firm to identify salient human rights risks across our business, and we plan to use the assessment results to build on current practice and prioritize our human rights due diligence efforts. In 2020, we also conducted our first human rights impact assessment to assess the raw and recovered materials supply chain for Amazon-branded digital devices.

•

Diversity, Equity, and Inclusion. We continue to prioritize pay equity and publish details on gender and racial/ethnic group pay statistics. When evaluating 2021 compensation, our reported data demonstrates that women globally and in the United States earned 99.8 cents and 99.9 cents, respectively, for every dollar that men earned performing the same jobs, and racial/ethnic minorities in the United States earned 99.2 cents for every dollar that white employees earned performing the same jobs. We are investing in internal and external programs to assist diverse leaders to advance into more senior roles. For example, we are one of the initial 12 launch employers participating in the MLT Black Equity at Work Certification Program, which is a clear and comprehensive new standard that requires employers to assess and make meaningful progress toward achieving ~~these~~Black equity internally while supporting Black equity in society. Additionally, starting in 2020, our senior leadership team dove deep into the mechanisms we use to hire, develop, and promote employees, so that we can better identify opportunities to ensure equitable access for all. We also publicly announced ambitious 2020 and 2021 Company-wide goals for diversity, equity, and inclusion. We continue to inspect and refine the mechanisms we ~~announced the order~~use to hire, develop, evaluate, and retain our employees to promote equity for all candidates and employees. Our 13 employee-led Affinity Groups, which engage employees across hundreds of ~~100,000 fully-electric delivery vehicles from Rivian and a $100 million investment in natural climate solutions~~chapters around the world, further foster our commitment to ~~help remove carbon from the atmosphere in partnership with The Nature Conservancy.~~ diversity, equity, and inclusion.

2022 Proxy Statement 27

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For these reasons, we generally oppose proposals requesting other specific reports, policies, or initiatives as they do not ~~reflect~~take into account the actions we are already taking or have already reported on to address such issues, the decisions we have made in prioritizing our initiatives, or the unique and evolving nature of our operations. ~~Instead, we are transparent~~We devote significant time and resources to enhancing transparency about ~~our many sustainability~~these initiatives and our progress towards meeting our ~~goals, as well as the many other ways we are addressing topics such as human rights and human capital management, and we~~goals. We encourage you to review our ~~“Sustainability: Thinking Big” Fall 2019~~sustainability report titled “Further and Faster, Together” and website atsustainability.aboutamazon.com, our safety report titled “Delivered with Care: Safety, Health, and Well-Being at Amazon” and website at safety.aboutamazon.com, our views on certain issues atwww.aboutamazon.com/~~our-company/~~about-us/our-positions, and other postings on our “About Amazon” website atwww.aboutamazon.com.

We will promptly provide each shareholder proponent’s name, address, and, to our knowledge, share ownership upon a shareholder’s oral or written request to the Corporate Secretary of Amazon.com, Inc. at Amazon.com, Inc., 410 Terry Avenue North, Seattle, Washington 98109.

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		~~2020 Proxy Statement~~		23

~~SHAREHOLDER PROPOSALS~~

ITEM 5—SHAREHOLDER PROPOSAL REQUESTING A REPORT ON ~~EFFECTS OF FOOD WASTE~~

RETIREMENT PLAN OPTIONS

Beginning of Shareholder Proposal and Statement of Support:

WHEREAS: Shareholders applaud Amazon for adopting ambitious operational climate goals:

~~Resolved~~•

Amazon commited [sic] to achieve net-zero carbon emissions by 2040. Including to power operations with 100% renewable energy by 2025.1

•

Shipment Zero: The company’s vision is to make all Amazon shipments net zero carbon, delivering 50% of shipments with net zero carbon by 2030.”2 Recent actions include ordering a fleet of 100,000 electric delivery vehicles.

•

Commitment to address UN Sustainable Development Goal 13 on Climate Action.

While the Company has made significant efforts to address climate change across its operations, data from Securities and Exchange Commission (SEC) filings demonstrates misalignment between the Company’s sustainability goals and investment options offered through the Amazon 401(k) Plan.

Every investment fund offered by the Amazon retirement plan, including the default option (holding 52% of employee investments), contains major oil and gas, fossil-fired utilities, coal, pipelines, oil field services, or companies in the agribusiness sector with deforestation risk.

[MISSING IMAGE: tm223357d2-pht_amazon4clr.jpg]

A recent scorecard, produced by investor representative As You Sow, shows that the Amazon retirement plan default option is rated poor due to significant investments in fossil fuel companies and companies with deforestation risk.3

Amazon’s retirement plan currently offers no diversified equity funds that are low carbon, defined as intentionally avoiding investments in fossil fuels companies, companies with deforestation risk, and companies with high carbon emissions. It offers only one fund screened for environmental/social impact.

As a result of these limited options, the vast majority of the $12.8 billion employee retirement dollars invested through the Amazon 401(k) Plan as of December 20204 was invested in funds rated poorly on carbon emissions.

Amazon’s investment in high carbon companies through its retirement plan choices directly contradicts the climate reduction actions it has committed to take in its operations, creating cognitive dissonance and reputational risk. This may also make it more difficult to retain employees who are increasingly concerned about catastrophic climate impacts. Amazon Employees for Climate Justice staged a walk-out to publicly criticize the Company’s contribution to climate change.5 The climate impact of continuing to choose high carbon retirement plan investments options over low carbon choices raises red flags for the Company’s reputation.

2022 Proxy Statement 29

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BE IT RESOLVED: Shareholders request ~~that Amazon.com, Inc. issue an annual report,~~the Board, at reasonable ~~cost~~expense and ~~omitting~~excluding proprietary information, onprepare a report reviewing the ~~environmental and social impacts~~Company’s retirement plan options with the board’s assessment of ~~food waste generated from~~how the ~~company’s operations given~~Company’s current retirement plan options align with its climate action goals.

SUPPORTING STATEMENT: Proponent suggests the ~~significant impact that food waste has on societal risk from climate change and hunger.~~report include, at Board discretion:

~~Supporting Statement~~: Shareholders leave the method of disclosure to management’s discretion. Shareholders also defer to management on the specific approaches used to mitigate food waste and which parts of Amazon’s operations are best to target. Some options we recommend as guidelines include:•

~~Conducting evaluations to determine the causes, quantities, and destinations of food waste;~~

~~Estimating greenhouse gas (GHG) emissions reductions that~~How Amazon could ~~be achieved or amounts of food redistributed to the food insecure if the company reduced the generation of food waste;~~

~~Assessing the feasibility of setting goals to reduce food waste and progress made towards meeting these targets.~~

~~Whereas~~: Despite one in seven U.S. households struggling to afford regular, healthy meals, 40 percent of all food produced in the U.S. is wasted, generating devastating social and environmental consequences. Decomposing food in landfills generates 23 percent of U.S. methane emissions, exacerbating climate change. Wasted food production is responsible for consuming 25 percent of U.S. freshwater, 19 percent of fertilizer, and 18 percent of cropland.

~~Project Drawdown cited food waste reduction as the third most impactful tactic in reducing global GHG emissions.~~

~~According to the U.N. Food and Agriculture Organization, ending food waste would preserve enough food to feed 2 billion people –~~provide employees with more ~~than twice the number of undernourished people in the world.~~

~~Industry peers~~sustainable investment options such as ~~Hello Fresh, Kroger, Walmart, Wegmans, Ahold USA,~~a default option that is better aligned with global and ~~Weis Markets disclose or have committed~~Company climate goals;

•

If the Board does not intend to quantitative disclosure of food waste levels, set targets for food waste reduction, and publish information on progress towards these goals. Unfortunately, Amazon has yet to report any company-wide food waste management strategy including context, metrics, and quantitative improvement goals.

Action to reduce food waste is even more imperative for online grocery retailers because they may be more susceptible to high rates of food waste given complex distribution systems and the inability to rely on solutions employed by conventional retailers. Amazon has captured 30% of U.S. online grocery spending, outpacing its peers. Amazon invested heavilyinclude additional low carbon investment options in its Amazon Fresh and Amazon Direct online grocery services, and spent $13.7 billion to acquire Whole Foods, thereby increasing the company’s exposure to products with greater rates of food waste and spoilage.

~~The Sustainability Accounting Standards Board cites food waste management as material to food distributors’ operating performance, recommending disclosure~~employee retirement plan, a statement of the ~~aggregate amount of food waste generated and the percentage diverted from landfills.~~

~~Strengthened disclosure of food waste reduction efforts could help Amazon meet~~basis for its ~~social and environmental goals, combat climate change and hunger, and bolster its brand reputation in a rapidly changing market.~~

decision.

https://sustainability.aboutamazon.com/pdfBuilderDownload?name=sustainability-all-in-september-2020

https://sustainability.aboutamazon.com/environment/sustainable-operations/shipment-zero

https://investyourvalues.org/retirement-plans/amazon-com

https://investyourvalues.org/files/amazon-com/amazon-401k-plan-form-5500-filing-and-attachment-2020.pdf

https://www.inc.com/minda-zetlin/350-amazon-employees-public-statement-policy.html

End of Shareholder Proposal and Statement of Support

RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 5

The Board recognizes the importance of good corporate citizenship and is committed to sustainability and social responsibility, including the reduction of food waste and limiting the environmental and social impacts of food waste.

	Why We Recommend You Vote Against This Proposal
24	• We are a leader in environmental sustainability and have adopted ambitious operational climate goals and made significant progress addressing climate change across our operations. • As is customary for large retirement plans like our 401(k) plan, a plan fiduciary (rather than our Board) is responsible for selecting 401(k) investment options. • The law mandates that the responsible plan fiduciary make its selection decisions “solely” in the interest of plan participants and beneficiaries. Accordingly, the selection of the 401(k) investment options by the responsible plan fiduciary must be made independently from Amazon’s environmental sustainability leadership and operational climate goals. • Our 401(k) plan already offers ESG-friendly investment options, including through a self-directed brokerage option.

We Are a Leader in Environmental Sustainability

We recognize that human-induced climate change is real and that action is needed from the public and private sectors, and, as observed by the proposal, we have adopted ambitious operational climate goals and made significant progress in those areas. For example, in 2019, we co-founded The Climate Pledge—a commitment to be net-zero carbon across our businesses by 2040, 10-years ahead of the Paris Agreement. We have made significant progress towards meeting this commitment. We are on a path to powering our operations with 100% renewable energy by 2025, five years ahead of its original goal of 2030, and making 50% of all shipments net-zero carbon by 2030.1 Also in 2019, we created the Right Now Climate Fund, a $100 million fund to restore and conserve nature around the world.2 In 2020, we launched The Climate Pledge Fund, a dedicated investment program—with an initial investment of $2 billion to support the development of technologies and services that reduce carbon emissions and help preserve the natural world.3 We are participating in the Lowering

See Amazon Sustainability 2020 Report: Further and Faster, Together, at 12, available at https://sustainability.aboutamazon.com/pdfBuilderDownload?name=amazon-sustainability-2020-report.

Id.

Id. at 19.

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Emissions by Accelerating Forest finance (LEAF) Coalition, a global public-private initiative of governments and leading companies that to date has mobilized $1 billion in financing to protect the world’s tropical rainforests and support sustainable development.~~Amazon~~4

A Plan Fiduciary, Not Our Board, Is Responsible for Selecting the 401(k) Investments Options Solely in the Interests of Plan Participants and Beneficiaries

The proposal is ~~actively implementing~~misguided in several respects by requesting a ~~number~~report from our Board. First, our Board does not have responsibility for or other control over our 401(k) plan investment options. Instead, employees’ contributions made to our 401(k) plan, as well as Company matching contributions, are deposited and held for the participating employees’ benefit in plan accounts maintained in trust by Fidelity Management Trust Company. As is customary for large retirement plans like our 401(k) plan, a management-level committee serves as the plan fiduciary responsible for selecting the 401(k) investment options.

Second, the law mandates that a responsible plan fiduciary select 401(k) investment options, with the assistance of ~~grocery inventory management approaches~~third-party advisors, “solely” in the interest of plan participants and beneficiaries. The U.S. Department of Labor has expanded on that ~~address food waste~~legal requirement, for example by ~~minimizing~~commenting “a fiduciary may not subordinate the ~~amount~~interests of ~~food going~~the participants and beneficiaries in their retirement income or financial benefits under the plan to ~~landfills (mirroring~~other objectives, and may not sacrifice investment return or take on additional investment risk to promote goals unrelated to the ~~U.S.~~plan and its participants and beneficiaries.”5 For those and other reasons, contrary to the proposal’s assertion, the responsible plan fiduciary for our 401(k) plan is in fact prohibited from adopting the type of strategy advocated by the proponent to align Amazon’s environmental sustainability goals with the selection of the 401(k) investment options for the benefit of plan participants and beneficiaries. In this case, the law makes sense because the investment objectives and horizons of individuals participating in our 401(k) plan will certainly differ from those of the Company.

Our 401(k) Plan Already Offers ESG-Friendly Investment Options

Working within the fiduciary framework described above, our 401(k) plan has for many years offered plan participants an Environmental, ~~Protection Agency’s Food Recovery Hierarchy)~~Social and ~~putting excess food~~Governance (“ESG”) screened investment option. Further, the managers of most of the plan’s core investment options currently consider and integrate ESG factors in their stewardship or security selection processes. Also of note, the plan offers a self-directed brokerage option that gives plan participants the ability to ~~better use. For the past several years, our fulfillment centers have been helping our local communities by donating food and nonfood products to~~invest some or all of their plan accounts in hundreds of ~~food banks~~ESG-friendly funds (in addition to thousands of other investment funds). The array of ESG-friendly investment opportunities means that plan participants already have the ability to invest their plan accounts according to their personal ESG strategies.

Accordingly, in light of the fact that (i) the responsible plan fiduciary must select the 401(k) investment options solely in the interests of plan participants and~~non-profits.~~ ~~Amazon has launched initiatives with Feeding America~~ beneficiaries, (ii) selection decisions must be made independent of Amazon’s environmental sustainability leadership and ~~Good360~~operational climate goals, and (iii) our 401(k) plan already offers ESG-friendly investment opportunities for plan participants who wish to ~~donate usable goods and ensure these products are directed to communities in need.~~¹ In addition, Whole Foods Market maintains strong partnerships with food donation programs such as the Food Donation Connection, which reduces food waste by distributing unsold food to local food kitchens and shelters. In 2019, Amazon and Whole Foods Market donated 28 million meals through donation programs with Food Donation Connection and Feeding America.

~~We also have implemented food waste strategies~~invest their plan accounts based on the U.S. Environmental Protection Agency’s Food Recovery Hierarchy. All Whole Foods Market stores participate in a variety of food waste diversion and recycling programs, such as composting, anaerobic digestion to create renewable energy, and animal feed programs, and Whole Foods Market team members are trained on food waste efficiency, from smart ordering to food donation. In addition, Whole Foods Market is continually assessing emerging technologies and new opportunities to further increase its landfill diversion and recycling rates. Amazon Fresh, Amazon Go, Prime Now, and Prime Pantry partner with local~~non-profits~~ to donate food we do not sell. Our initiatives to address food waste supplement and support the many other sustainability initiatives we have in place. Our sustainability website and report, available at ~~https://sustainability.aboutamazon.com/~~, provides information on our sustainability and social responsibility efforts, including waste minimization for our operations. These waste minimization efforts include reducing waste in packaging and circular economy initiatives such as recycling and Amazon Second Chance, which provides customers information about~~re-use,~~ ~~refurbishment,trade-in,~~ and recycling of products and packaging. Over time, we plan to share more publicly about the amount of food waste we divert and recycle, including for Whole Foods Market, which is the largest portion of our food-related business. As a result of Whole Foods Market’s innovative programs, the independent Center for Biological Diversity’s Population & Sustainability Program rated Whole Foods Market fourth out of ten national grocery chains in terms of efforts to reduce food waste, ahead of Target, Aldi, Albertson’s, Trader Joe’s, Costco, and Publix.²

~~In light of our track record and demonstrated commitment to reducing the impact of our business operations on the environment, including the management of food waste,~~ESG factors, the Board recommends ~~that~~ shareholders vote against ~~this~~the proposal.

The Board of Directors recommends a vote “AGAINST” this proposal requesting a report on ~~effects of food waste.~~

retirement plan options.

See https://www.aboutamazon.com/news/sustainability/amazon-helps-mobilize-1-billion-to-protect-rainforests-worldwide.

See DOL Prop. Reg. § 2550.404a-1, 86 Fed. Reg. 57272 (Oct. 14, 2021).

2022 Proxy Statement 31

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ITEM 6—SHAREHOLDER PROPOSAL REQUESTING A REPORT ON CUSTOMER ~~USE OF CERTAIN TECHNOLOGIES~~

DUE DILIGENCE

Beginning of Shareholder Proposal and Statement of Support:

Customer Due Diligence

2022 - Amazon.com, Inc.

Resolved

~~Resolved,~~: Shareholders request the Board of Directors commission an independent third-party report, at reasonable cost and omitting proprietary information, assessing Amazon’s ~~process for~~ customer due diligence process to determine whether customers’ use of its products and services with surveillance, ~~and~~ computer vision, ~~products~~ or ~~cloud-based services~~cloud storage capabilities contributes to human rights violations.

Whereas

~~Whereas,~~the use of Amazon’s surveillance technology and cloud services in law enforcement and immigration contexts that have existing systemic inequities may replicate, exacerbate, and mask these inequities.¹ It may also compromise public oversight and contribute to widespread government surveillance. According to the UN Special Rapporteur on freedom of opinion and expression, surveillance tools may “interfere with human rights, from the right to privacy and freedom of expression to rights of association and assembly, religious belief,~~non-discrimination,~~ ~~and public participation.”~~²

¹	~~See~~~~https://www.aboutamazon.com/amazon-fulfillment/community-impact/cultivating-community-through-a-culture-of-giving.~~

²	~~See~~~~https://www.biologicaldiversity.org/programs/population_and_sustainability/grocery_waste/.~~



		~~2020 Proxy Statement~~		25

~~SHAREHOLDER PROPOSALS~~

~~Government contracts for cloud services and surveillance technology, which lack transparency, are an increasing revenue source for~~: Amazon Web Services (AWS)~~, growing tenfold in five years.~~³ ~~AWS~~ is ~~mission-critical for~~a leading cloud provider that serves multiple government ~~agencies. Amazon’s partnership~~customers with ~~Palantir, the subject~~a history of ~~employee and customer protests, enables Immigration and Customs Enforcement to identify, detain, and deport individuals and families, often violating human rights.~~⁴

Companies use “Know Your Customer” (KYC) due diligence to evaluate and mitigate clients’ potential risks. For example, financial services companies use KYC to prevent money laundering. Companies selling high-risk technologies might consider using similar processes, with participation from civil rights experts and impacted stakeholders, to assess customers’ suitability, human rights ~~record,~~abuses, and ~~likely end use of products.~~

Amazon’s surveillance technologies ~~compound historical~~may enable mass surveillance globally.

“Know Your Customer” due diligence mitigates clients’ risks and ~~systemic inequity, including disproportionate use of~~human rights impacts and informs business decision-making.1 It reveals whether technologies will be used to facilitate governmental human or civil rights or civil liberties violations.2 The Atlantic Council recommended the United States and NATO “create know-your-customer (KYC) policies” with surveillance ~~on communities of color,~~companies.3 The United Nations found that states and businesses have “often rushed to incorporate AI applications, failing to carry out due diligence.”4

Inadequate due diligence presents material privacy and data security risks, as well as legal, regulatory, and reputational risks. These risks are present even if surveillance products are used according to Amazon’s guidelines. ~~Customers may use technologies in ways Amazon warns against, as happened with an Oregon Sherriff’s [~~~~sic~~~~] office use of Rekognition,~~⁵ ~~and this may violate rights.~~

~~Amazon partners with over 600 police departments, providing police with access to Ring doorbell video surveillance data. Amazon is contemplating integrating face surveillance capabilities into Ring.~~⁶ ~~Senator Markey’s investigation on Ring found Amazon has “no oversight/compliance mechanisms” to protect consumers’ privacy rights.~~⁷ ~~Amazon’s Neighbors application allows customers to post Ring footage, which police may request or subpoena. While Neighbors prohibits discrimination, racist speech is prevalent.~~⁸ ~~Ring and Neighbors blur the line between private and government functions and enable a climate of fear and distrust by misleading customers to believe crime rates exceed actual levels.~~

~~While Amazon has adopted a Human Rights Policy, it lacks information on embedding, independent oversight, and applicability to end users.~~ Amazon fails to ~~disclose Conditions~~address how its facial analysis products enable discrimination.5 Even after police used Amazon’s Ring to surveil anti-racist protesters6 and a UK court found Ring infringed customer privacy,7 Ring continues to expand its thousands of ~~Use agreements, efforts~~police partnerships.8 Senators expressed concerns9 that Amazon’s palm recognition payment system violates privacy.10 In 2021, Amazon was fined $887 million for violating the European Union General Data Protection Regulation.11

Amazon’s government and government-affiliated customers and suppliers with a history of rights-violating behavior pose risks to ~~evaluate~~the company, including:

•

U.S. immigration enforcement agencies use AWS in detention and deportation programs;

•

AWS will host the Department of Homeland Security’s biometric database, which will impact millions of immigrants’ and citizens’ “ability to exercise their rights to protest, assemble, associate, and to live their daily lives”;

•

Amazon has purchased thermal cameras from Chinese technology firm Dahua,12 which was blacklisted by the U.S. Government due to its role in the mass surveillance, internment, torture, and forced labor of the ethnic Uyghur minority;

•

The Israeli military and government’s “Project Nimbus”, protested by Amazon employees,13 uses AWS to support and expand the apartheid system under which Palestinians in occupied territory are surveilled, unlawfully detained and tortured, and subjected to acts of forced displacement.14 The Israel Land Authority plans to use AWS as it expands illegal settlements and enforces segregation; and

•

The United Arab Emirates government, which deploys a state surveillance apparatus against human rights defenders, journalists, and political dissidents, will partner with Amazon to develop three data centers in 2022.

Amazon’s existing policies15 appear insufficient in preventing customer ~~compliance therewith, or analysis of said agreements’ effectiveness at preventing harmful use.~~

~~Inadequate due diligence around customers’ use of~~misuse and establishing effective oversight, yet Amazon continues releasing surveillance ~~and cloud technologies presents privacy and data security risks, which the Sustainability Accounting Standards Board identifies as material for E-Commerce companies.~~

~~Amazon is responsible for ensuring its customers do not use surveillance and cloud products to violate human rights.~~

¹	~~https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3340898~~

²	~~https://www.ohchr.org/EN/NewsEvents/Pages/DisplayNews.aspx?NewsID=24736&LangID=E~~

³	~~https://www.nbcnews.com/tech/security/amazon-developing-high-tech-surveillance-tools-eager-customer-america-s-n1038426~~

⁴	~~https://investorsforhumanrights.org/investors-engaging-palantir-on-human-rights-risks;;~~ [~~sic~~]~~https://www.businessinsider.com/amazon-employees-letter-protest-palantir-ice-camps-2019-7~~

⁵	~~www.washingtonpost.com/technology/2019/04/30/amazons-facial-recognition-technology-is-supercharging-local-police/~~

⁶	~~https://www.aclu.org/blog/privacy-technology/surveillance-technologies/amazons-disturbing-plan-add-face-surveillance-yo-0~~

⁷	~~https://www.markey.senate.gov/news/press-releases/senator-markey-investigation-into-amazon-ring-doorbell-reveals-egregiously-lax-privacy-policies-and-civil-rights-protections~~

⁸	~~https://www.vice.com/en_us/article/qvyvzd/amazons-home-security-company-is-turning-everyone-into-cops~~

products.

https://www.humanrights.dk/sites/humanrights.dk/files/media/document/Phase%204_%20Impact%20prevent

https://www.eff.org/deeplinks/2018/07/should-your-company-help-ice-know-your-customer-standards-evaluating-domestic

https://www.atlanticcouncil.org/wp-content/uploads/2021/11/Surveillance-Technology-at-the-Fair.pdf

https://www.ohchr.org/EN/NewsEvents/Pages/DisplayNews.aspx?NewsID=27469&LangID=E

https://venturebeat.com/2021/09/03/bias-persists-in-face-detection-systems-from-amazon-microsoft-and-google/

https://www.eff.org/deeplinks/2021/02/lapd-requested-ring-footage-black-lives-matter-protests

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https://www.digitalcameraworld.com/news/your-amazon-ring-camera-could-land-you-in-trouble-with-the-law-after-shock-ruling

https://www.theverge.com/2021/1/31/22258856/amazon-ring-partners-police-fire-security-privacy-cameras

https://www.klobuchar.senate.gov/public/_cache/files/5/e/5ebfd9e0-b230-4a86-8db4-09cacd0c25a6/0DA3E8409AD9EB20E056BC005E5858B1.8.12.21-letter-
to-amazon.pdf

https://news.sky.com/story/amazon-introduces-palm-swiping-technology-to-concert-venue-in-us-12407679

https://www.theverge.com/2021/7/30/22601661/amazon-gdpr-fine-cnpd-marketplace-antitrust-data

https://www.theguardian.com/technology/2020/apr/29/amazon-thermal-cameras-china-dahua

https://www.theguardian.com/commentisfree/2021/oct/12/google-amazon-workers-condemn-project-nimbus-israeli-military-contract

https://www.un.org/unispal/wp-content/uploads/2020/06/AHRC43NGO185.pdf ; https://www.hrw.org/report/2021/04/27/threshold-crossed/israeli-authorities-and-crimes-apartheid-and-persecution#

https://sustainability.aboutamazon.com/people/human-rights/principles ; https://ir.aboutamazon.com/corporate-governance/documents-and-charters/code-of-business-conduct-and-ethics/default.aspx ; https://aws.amazon.com/agreement/

End of Shareholder Proposal and Statement of Support

RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 6

~~Amazon recognizes~~
Why We Recommend You Vote Against This Proposal

•
Amazon’s technology products and services can be used to solve complex problems that benefit society. Since being introduced in 2016, non-profit, advocacy, and government groups have used Amazon Rekognition’s facial recognition capabilities to protect human rights, including tracking and stopping child exploitation and rescuing victims of human trafficking, as well as locating hundreds of missing children. Similarly, Ring strives to fulfill its mission to make neighborhoods safer, including by inventing home security products that solve real customer problems and by assisting community members in sharing important safety information and connecting with each other.

•
Amazon is committed to the responsible use of our artificial intelligence and machine learning (AI/ML) products and services. We have been consistent and proactive in our efforts to address concerns and mitigate the risk of misuse through policy and advocacy efforts, customer contractual requirements and training, consultation with third party experts, and other policies and practices. We have implemented a moratorium on police use of Amazon Rekognition’s facial comparison feature for criminal investigations. We believe this moratorium will give governments time to implement appropriate rules, and we stand ready to help with any such initiatives. As part of a commitment to improving its products and services by listening to feedback from community stakeholders and independent experts, Ring has conducted a civil rights and civil liberties audit with the Policing Project at New York University School of Law.

•
While we have been updating our technology and enhancing safeguards, this proposal has recited the same years-old claims and mischaracterizations, even though in the more than five years AWS has been offering Amazon Rekognition AWS has never received a report of Amazon Rekognition being misused in the manner posited in this proposal. Contrary to the proponent’s mischaracterization, it is not a surveillance system.

Amazon’s Technology Products and Services Have the ~~concerns that have been raised about how the technology~~Capability to Solve Complex Problems and services offered by Amazon, including Amazon Web Services (“AWS”) and its image and video analysis technology and Ring and its home security products and services, could potentially be misused by customers. Amazon has taken steps to address these concerns, as outlined below.

Benefit Society

When used properly and responsibly, the technology products and services offered by Amazon provide material benefits to society and the communities and organizations that use them. The potential for customers to misuse our technology, just as people may misuse technologies such as laptop computers, mobile phones, or cameras, should not prevent us from making that technology available. SinceFor example, since being introduced in 2016,non-profit, advocacy, and government groups have used ~~AWS’s~~



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~~computer vision service~~Amazon Rekognition’s facial recognition capabilities to protect human rights, including tracking and stopping child exploitation and rescuing victims of human trafficking, as well as ~~reuniting more than 100~~locating hundreds of missing ~~children with their families.~~children. It has also been ~~applied extensively~~used to build educational apps, ~~for children,~~ enhance security through multi-factor authentication, ~~and~~ identify suggestive or explicit website content in order to block or remove those ~~images.~~images, and provide identity verification as part of mobile banking services for underbanked individuals in emerging geographies. Similarly, Ring strives to fulfill its mission to ~~help~~ make neighborhoods safer, including by inventing home security products that solve real customer problems and assisting ~~victims~~community members in sharing important safety information and connecting with each other. These are just a few of ~~domestic violence~~the numerous beneficial applications of these technologies.

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We Are Committed to the Responsible Use of Our AI/MI Products and ~~helping reunite families~~Services and Have Taken Numerous Actions to Address Concerns Around Potential Misuse of Rekognition and Ring Products

Since introducing Amazon Rekognition, we have been consistent and proactive in our efforts to address concerns and mitigate the risk of misuse through policy and advocacy efforts, customer contractual requirements and training, consultation with third party experts, and other policies and practices. We understand the risks associated with potential misuse of facial recognition technology and, in connection with extensive discussions with customers, researchers, academics, policymakers, and civil society groups, we have taken the following actions to review and address concerns around potential misuse:

•

Implemented Police Moratorium. In June 2020, AWS implemented a moratorium on use of Amazon Rekognition’s face comparison feature by police departments in connection with criminal investigations and, in May 2021, AWS announced the indefinite extension of that moratorium. We believe this moratorium will give governments time to implement appropriate rules, and we stand ready to help with any such initiatives. Since this announcement, several United States state and local jurisdictions have introduced, debated, and implemented such laws, and we anticipate additional activity and progress in this area. We support the calls for an appropriate national legislative framework that protects individual civil rights and ensures that governments are transparent in their ~~missing loved ones.~~

~~Given~~use of facial recognition technology, and have provided guidance to those thinking about these ~~many positive applications,~~issues.6

•

Actively Engage in Policy Discussions. Amazon believes that ~~technologies like computer vision and home security products~~facial recognition technology should not be banned or condemned simply because there is a potential that people may misuse it. Many technologies, like cell phones or cameras, could also be misused. Instead, as we have made clear in our statement of ~~their potential misuse. Instead, we believe~~positions, “we think that governments and lawmakers should ~~work quickly~~act to ~~put in place a regulatory framework for facial recognition~~regulate the use of this technology to ensure ~~it is~~it’s used appropriately, and we have proposed guidelines for ~~a national legislative framework~~effective regulatory frameworks and guardrails that ~~help~~ protect individual civil rights and ~~ensure~~ensures that ~~customers~~governments are transparent in their application of the technology.

~~We take many steps~~”7 In addition to ~~review and address concerns around potential misuse of~~ our ~~technologies. Set forth below are just a few examples~~implementation of the ~~measures we have taken:~~

~~AWS Services~~

•

~~All AWS customers must enter into a legal agreement with AWS that includes the AWS Acceptable Use Policy (the “Policy”).~~³ ~~The Policy prohibits~~moratorium on police use of AWS’s services “for any illegal, harmful, fraudulent, infringing or offensive use,” including “[a]ny activities that are illegal, that violate the rights of others, or that may be harmful to others, our operations or reputation.” This includes the violation of any laws related to privacy, discrimination, and civil rights. AWS may suspend or terminate services if it determines a customer is violating these terms.

~~The Policy also provides that we may investigate any violations of the Policy or misuse of the AWS website or any AWS services~~ and allows us to remove, disable access to, or modify any content or resource that violates the Policy or any other agreement the customer has with AWS. Moreover, we reserve the right to report any activity that we suspect violates any law or regulation to appropriatelegal terms for law enforcement ~~officials, regulators, or other appropriate third parties~~use, AWS continues to engage with a large number of diverse stakeholders on these issues, including civil society groups, academia, policymakers, and ~~to cooperate with appropriate~~ law enforcement ~~agencies, regulators, or other appropriate third parties~~officials.

•

Dedicate Significant Resources to ~~help with the investigation~~Machine Learning Accuracy and ~~prosecution of illegal conduct.~~

~~We provide a website ande-mail~~Bias Mitigation. address where any person can report suspected abuse, and AWS employs trained staff that review every report that is received. In the three-plus years AWS has been offering its computer vision service, AWS has not received a single report of the service being used in the harmful manner posited in the proposal. In addition, the Policy also requires customers to immediately notify us and provide us with any assistance (if requested) to stop or remedy any violation of the Policy.

AWS dedicates significant resources to testing, auditing, and improving its technology so that it is constantly learning and improving accuracy, including providing diverse perspectives on its technology development teams, using training data sets that reflect gender, racial, ethnic, religious, and cultural diversity, and incorporating feedback from third parties.

We have science and technical experts who help promote fairness in our products and services, including helping to design, test, and audit our services for fairness and accuracy and to mitigate potential bias, and who publish academic papers and provide thought leadership in this area.8AWS ~~provides guidance~~also makes available capabilities that help customers detect bias in ML models and increase transparency by helping explain model behavior to ~~customers on best practices for utilizing~~stakeholders and analyzing the results from using our computer vision technology, particularly in public safety use cases. For example, AWS recommends that customers using facial recognition features of our computer vision technology use a 99% confidence/similarity threshold in scenarios where highly accurate facial matches are important, such as when used in law enforcement, and that human reviewers verify the system’s results before decisions are made.

•

~~As noted above and in our published positions, Amazon believes governments should work quickly to put in place a regulatory framework for facial recognition technology.~~⁴ In support of this effort, we have proposed guidelines for a national legislative framework that help protect individual civil rights and ensure that customers are transparent in their application of the technology.⁵ ~~AWS engages with a large number of diverse stakeholders on these issues, including civil society groups, academia, policymakers, and law enforcement officials.~~

customers.~~Ring Products and Services~~9

~~The Neighbors App by Ring is a free application designed~~ We continue to ~~help community members connect and stay informed about their communities. Users can upload videos, photos, or text-based posts to the Neighbors App to publicly share crime and~~

³	~~Available at~~~~https://aws.amazon.com/aup~~.

⁴	~~See~~~~https://www.aboutamazon.com/our-company/our-positions~~.

⁵	~~See~~~~https://aws.amazon.com/blogs/machine-learning/some-thoughts-on-facial-recognition-legislation/~~.



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safety-related information with their communities. Users also have the option to provide information if local police ask the community for assistance with an investigation. Ring designed the Neighbors App to protect user privacy. In particular, users choose whether to share videos or other information if local police ask the community for assistance with an investigation, and can opt out of requests. In addition, when local police ask for such assistance, the communication is routed through Ring. This ensures that local police do not know who received the communication or who declined to assist and that user information is not shared unless the user affirmatively decides to do so.

•

Ring also imposes strict limitations on local police when they ask the community for assistance in an investigation. For example, local police may only seek assistance with the investigation of a specific crime and must supply the case number. Additional safeguards include: restricting local police to only asking for videos recorded during a specified 12 hour period, such as noon to midnight, in a given day; requiring a minimum 0.025 square mile and maximum 0.5 square mile geographic region each time local police ask for assistance to avoid targeting specific residents or broad geographic requests; prohibiting local police from asking for video recordings more than 45 days after the incident under investigation took place; and requiring that local police submit their request for assistance individually, not “batched.” Further, in order to promote transparency, Ring has disclosed the number and type of law enforcement requests for user information (e.g., subpoenas, search warrants, and other court orders) processed in 2019 (see~~https://blog.ring.com/2020/03/27/law-enforcement-informationrequests/)~~.

Ring has taken steps to prevent racial profiling and other forms of prejudice on the Neighbors App. Ring requires all Neighbors App users to agree to community guidelines, which prohibit racial profiling, hate speech, and other forms of discrimination. To monitor compliance with these standards, Ring also investsinvest heavily in ~~manual~~this area and automated content moderation and has a dedicated group of Ring team members proactively moderating Neighbors App content and working to remove prohibited content prior to appearing on the app, 24 hours a day, seven days a week. In addition, Neighbors App users can flag incorrect or inappropriate content directly in the app. The moderation team will remove the flagged content if they determine that the content violates community guidelines.

Our Board also actively oversees potential risks related to our operations, including through periodic briefings to our Board’s committees. Under its charter, the Nominating and Corporate Governance Committee, which is comprised of directorswork closely with experience in emerging technologies and public policy, is given responsibility for overseeing and monitoring the Company’s policies and initiatives relating to corporate social responsibility, including human rights and ethical business practices, and related risks most relevant to the Company’s operations and engagement with customers, suppliers, and communities.

~~In light of our commitment to customer trust, privacy, and security, and the policies and restrictions we have in place, the Board recommends that shareholders vote against this proposal.~~

~~The Board of Directors recommends a vote “AGAINST” this proposal requesting a report on customer use of~~

~~certain technologies.~~

~~ITEM 7—SHAREHOLDER PROPOSAL REQUESTING A REPORT ON POTENTIAL CUSTOMER MISUSE OF CERTAIN TECHNOLOGIES~~

~~Beginning of Shareholder Proposal and Statement of Support:~~

~~Whereas, Amazon Web Services markets and sells to government a facial recognition system (Rekognition), that may pose significant financial risks due to privacy and human rights implications;~~

Human and civil rights organizations are concerned that facial surveillance technology may violate civil rights by unfairly and disproportionately targeting and surveilling people of color, immigrants and civil society organizations;

~~Nearly 70 organizations asked Amazon to stop selling Rekognition, citing its role enabling “government surveillance infrastructure”;~~

Hundreds of Amazon employees petitioned Amazon’s Chief Executive Officer to stop providing Rekognition to government, a practice detrimental to internal company cohesion, morale, and undermining employees’ commitment to retail customers by placing those customers at risk of warrantless, discriminatory surveillance, as Amazon faced year-long protests after reportedly pitching Rekognition to Immigration and Customs Enforcement;



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The American Civil Liberties Union found Rekognition matched 28 members of Congress, incorrectly identifying them as individuals who have been arrested for a crime, and later found Rekognition falsely matched 1 in 5 California lawmakers, while other research shows Rekognition is worse at identifying black women than white men and misgenders nonbinary people;

~~Led by San Francisco, multiple cities have banned government facial recognition and multiple state legislatures have proposed legislation reining in facial recognition;~~

There is little evidence our Board of Directors, as part of its fiduciary oversight, has rigorously assessed risks to Amazon’s financial performance associated with privacy and human rights threats to customers and other ~~stakeholders;~~

~~Amazon announced Rekognition detects all “seven emotions”, including “Fear”. If sold to government, the technology could be used to repress dissenters~~stakeholders on addressing these important issues.

•

Support Standardized Testing Methodologies and ~~produce errors, discrimination and harm;~~

~~At the 2019 Amazon shareholders meeting, a similar proposal was introduced and received approximately 28% of shareholder support;~~

~~Resolved:~~ ~~Shareholders request the Board of Directors commission an independent study of Rekognition and report to shareholders regarding:~~

The extent to which such technology may endanger, threaten or violate privacy and/or civil rights, and unfairly or disproportionately target or surveil people of color, immigrants and activists in the United States;

The extent to which such technologies may be marketed and sold to authoritarian or repressive governments, including those identified by the United States Department of State Country Reports on Human Rights Practices;

~~The potential loss of good will and other financial risks associated with these human rights issues;~~

~~The report should be produced at reasonable expense, exclude proprietary or legally privileged information, and be published no later than September 1~~^st~~, 2020.~~

~~Supporting Statement~~

We believe the Board of Director’s fiduciary duty of care extends to thoroughly evaluating the impacts on reputation and shareholder value, of any facial recognition technology Amazon develops, produces or markets on which significant concerns are raised regarding the danger to civil and privacy rights of customers and stakeholders.

~~End of Shareholder Proposal and Statement of Support~~

~~RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 7~~

Amazon recognizes the concerns that have been raised about how facial recognition could be used to discriminate and violate civil rights and has taken steps to address these concerns, which are outlined below. It is important to note that in the three-plus years AWS has been offering Amazon Rekognition, AWS has not received a single report of Amazon Rekognition being used in the harmful manner posited in the proposal. When used properly and responsibly, facial recognition technology significantly reduces the amount of time needed to identify people or objects in photos and video, making it an effective tool for business purposes as well as for law enforcement and government agencies to catch criminals, prevent crime, and find missing people.

Amazon believes that new technologies like facial recognition technology should not be banned or condemned because of their potential misuse. Instead, we believe governments should work quickly to put in place a regulatory framework for facial recognition technology to ensure it is used appropriately, and we have proposed guidelines for a national legislative framework that help protect individual civil rights and ensure that customers are transparent in their application of the technology. We also value open dialogue, and in this regard, we believe that the third-party tests cited above by the shareholder proponent do not fairly or honestly address Amazon’s Rekognition technology. While the advocacy group publishing the tests has not published its data set, methodology, or results in detail, using information made available publicly, we have demonstrated that the technology was not used properly (for example, by using an 80% confidence



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~~SHAREHOLDER PROPOSALS~~

threshold when we recommend a 99% threshold in scenarios where highly accurate facial matches are important, such as when used in law enforcement). When we have attempted to re-create their tests using the service correctly, the misidentification rate dropped to zero despite the fact that we used a much larger dataset of faces.⁶

Amazon Rekognition’s technology can be used to help identify objects, people, text, scenes, and activities, as well as to detect inappropriate content. Customers provide images and video they want to have analyzed, and Amazon Rekognition analyzes the customer’s images or video and returns an output, including a confidence score indicating how accurate the service believes the output to be. Since being introduced in 2016,~~non-profit,~~Benchmarks. advocacy, and government groups have used Amazon Rekognition to protect human rights, including tracking and stopping child exploitation and rescuing victims of human trafficking, as well as reuniting more than 100 missing children with their families. It has also been applied extensively to build educational apps for children, enhance security through multi-factor authentication, and identify suggestive or explicit website content in order to block or remove those images, among numerous other examples.

We recognize the concerns about risks related to how customers could potentially misuse the results generated by our technology, just as people may misuse laptop computers, mobile phones, video cameras, or many other technologies. Accordingly, Amazon takes many steps to review and address concerns around potential misuse related to the use of Amazon Rekognition, including the following:

•

As a condition to using Amazon Rekognition, a customer (including any government or law enforcement customer) must enter into a legal agreement with AWS that includes the AWS Acceptable Use Policy, which prohibits use of AWS’s services “for any illegal, harmful, fraudulent, infringing or offensive use,” including “[a]ny activities that are illegal, that violate the rights of others, or that may be harmful to others, our operations or reputation.”⁷ This includes the violation of any laws related to privacy, discrimination, and civil rights. AWS may suspend or terminate access to Amazon Rekognition if it determines a customer is violating these terms.

~~AWS provides a website ande-mail~~ address where any person can report suspected abuse, and AWS employs trained staff that review every report that is received. Again, in the three-plus years AWS has been offering Amazon Rekognition, AWS has not received a single report of Amazon Rekognition being used in the harmful manner posited in the proposal.

AWS dedicates significant resources to testing, auditing, and improving its technology so that it is constantly learning and improving accuracy, including providing diverse perspectives on development teams, using training data sets that reflect gender, racial, ethnic, religious, and cultural diversity, and incorporating feedback from third parties.

•

AWS provides guidance to customers on best practices for utilizing and analyzing the results from using facial recognition technology, particularly in public safety use cases. For example, AWS recommends that customers use a 99% confidence/similarity threshold in scenarios where highly accurate facial matches are important, such as when used in law enforcement, and that human reviewers verify the system’s results before decisions are made. AWS also recommends customers be transparent about the use of face detection and recognition systems, including, to the extent possible, informing end users about the use of these systems, obtaining consent for that use, and providing a means for end users to provide helpful feedback for the system’s improvement.⁸

•

~~As noted above and in our published positions statement, Amazon believes governments should work quickly to put in place a regulatory framework for facial recognition technology.~~⁹ In support of this effort, we have proposed guidelines for a national legislative framework that help protect individual civil rights and ensure that customers are transparent in their application of the technology.¹⁰ ~~AWS engages with a large number of diverse stakeholders on these issues, including civil society groups, academia, policymakers, and law enforcement officials.~~

We believe it is important that there be standardized testing methodologies and benchmarks for cloud-based facial ~~recognition.~~recognition technologies. AWS encourages and supports the development of independent standards ~~for facial recognition technology~~ by entities like the National Institute of Standards and Technology ~~(“NIST”), including efforts by NIST~~(NIST) and other independent and recognized research organizations and standards bodies to develop tests that support cloud-based facial recognition software. We are engaging with NIST and other stakeholders to offer our direct assistance towards this effort. We also support efforts by members of the academic community to establish independent and trusted criteria, benchmarks, and evaluation protocols around facial recognition services.

•

Partner and Collaborate with External Stakeholders. AWS collaborates with the academic community and other stakeholders on the responsible use of AI/ML technologies. For example, through our participation in Partnership on AI, we have worked with leading technology companies and organizations such as the ACLU, Future of Privacy Forum, and the MIT Initiative on the Digital Economy to advance public understanding of AI technologies and address opportunities and challenges with AI technologies to benefit people and society, focusing on areas such as ethics, fairness, inclusivity, and transparency. We are also active members of other multi-stakeholder organizations relating to AI, including The

Available at https://aws.amazon.com/blogs/machine-learning/some-thoughts-on-facial-recognition-legislation/.

Available at https://www.aboutamazon.com/about-us/our-positions and https://aws.amazon.com/blogs/machine-learning/some-thoughts-on-facial-recognition-legislation/.

Available at https://arxiv.org/abs/2007.06570 and https://www.youtube.com/watch?v=JCGUYFe6P2k.

Available at https://aws.amazon.com/sagemaker/clarify/.

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⁶

~~See~~~~https://aws.amazon.com/blogs/aws/thoughts-on-machine-learning-accuracy/~~.

⁷	~~Available at~~~~https://aws.amazon.com/aup~~.

⁸	~~Available at~~~~https://docs.aws.amazon.com/rekognition/latest/dg/rekognition-dg.pdf~~.

⁹	~~Available at~~~~https://www.aboutamazon.com/our-company/our-positions~~.

¹⁰	~~Available at~~~~https://aws.amazon.com/blogs/machine-learning/some-thoughts-on-facial-recognition-legislation/.~~



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Organisation for Economic Co-operation and Development (OECD) working groups on AI. We also provide research grants through Amazon Research Awards and the joint Amazon and National Science Foundation Fairness in AI Grants program.

•

Require Customer Agreement to Acceptable Use Policy. As a condition to using Amazon Rekognition and every other AWS service, a customer (including government or law enforcement customers) must accept the AWS Acceptable Use Policy (the “AUP”), which prohibits use of AWS’s services “for any illegal or fraudulent activity.”10 This includes the violation of any laws related to privacy, discrimination, and civil rights. AWS will suspend or terminate access to Amazon Rekognition if we determine a customer is violating our AUP or the AWS legal terms.

•

Enhanced Legal Terms. All customers using Amazon Rekognition must comply with the relevant AWS legal terms. In early 2020, prior to our implementation of the moratorium on police use, we spent significant resources and consulted with law enforcement customers, civil society groups, and other stakeholders to perform an extensive review of and update to our legal terms to require certain disclosures and practices around law enforcement use cases. For example, if a law enforcement agency uses Amazon Rekognition in connection with criminal investigations, AWS legal terms require it to publicly disclose its use of facial recognition systems, summarize the safeguards in place to prevent violations of civil liberties or equivalent human rights, and make the disclosure easily accessible; we also direct customers to resources made available by the U.S. Federal Bureau of Investigation and Department of Justice in this area.11 In addition, if Amazon Rekognition is used to assist in identifying a person, and actions will be taken based on the identification that could impact that person’s civil liberties or equivalent human rights, AWS legal terms require the decision to take action to be made by an appropriately trained person based on their independent examination of the identification evidence, and require the agency to ensure that such personnel receive appropriate training on the responsible use of facial recognition systems.12 We believe this framework strikes a balance between the benefits and risks of use of facial recognition by law enforcement and helps address concerns around potential misuse.

•

Provide Customer Guidance on Best Practices and Acceptable Use. AWS provides guidance to customers on best practices for utilizing and analyzing the results from using facial recognition technology. For example, in line with the AWS legal terms described above, AWS recommends that in public safety use cases human reviewers verify the system’s results and decisions not be made based on the system output without additional human review. AWS also recommends customers be transparent about the use of face detection and comparison systems in such use cases, including, wherever possible, informing end users and subjects about the use of these systems, obtaining consent for that use, and providing a mechanism for end users and subjects to provide feedback to improve the system.13 AWS also provides guidance to customers on the responsible design, deployment, and use of ML systems.14 Further, customers can engage an AWS team of experts in responsible ML to recommend and help apply existing use-case-specific best practices on the development, deployment, and operationalization of responsible ML principles.15 As noted above, we have cross-functional experts from engineering, science, product, legal, and policy backgrounds who establish processes and procedures to drive responsible use of AWS’s AI/ML services, including Amazon Rekognition. When we are approached by or become aware of customers with potential use cases that may implicate our AUP, these experts analyze the proposed use case and we have turned down customers whose proposed uses would violate our AUP.

•

Provide Reporting Mechanisms. AWS provides a website and e-mail address where any person can report suspected abuse, and AWS employs trained staff that review every report that is received. In the more than five years AWS has been offering Amazon Rekognition, AWS has not received a single report of Amazon Rekognition being used in the harmful manner posited in the proposal.

We have taken the following actions, among others, to limit potential misuse of Ring products and services:

•

Allow Users to Choose What to Share. The Neighbors App by Ring is a free application designed to help community members connect with each other and trusted sources of safety information like the public safety agencies that serve

Available at https://aws.amazon.com/aup/.

See https://aws.amazon.com/service-terms/ (Section 50.8.4). This term directs customers to example FBI statements, FBI privacy assessments, and the Facial Recognition Policy Development Template published by the U.S Department of Justice’s Bureau of Justice Assistance; see also
https://www.fbi.gov/news/testimony/facial-recognition-technology-ensuring-transparency-in-government-use;
https://www.fbi.gov/services/information-management/foipa/privacy-impact-assessments/facial-analysis-comparison-and-evaluation-face-services-unit;
https://bja.ojp.gov/sites/g/files/xyckuh186/files/Publications/Face-Recognition-Policy-Development-Template-508-compliant.pdf.

See https://aws.amazon.com/service-terms/.

Available at https://docs.aws.amazon.com/rekognition/latest/dg/rekognition-dg.pdf.

See https://d1.awsstatic.com/responsible-machine-learning/responsible-use-of-machine-learning-guide.pdf.

See https://pages.awscloud.com/GLOBAL-aware-IND-AWS-ProServe-Responsible-ML-2021-reg.html.

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them. Ring designed Neighbors to protect user privacy and to keep users in control of what information, if any, they want to share. Users can choose to upload videos, photos, or text-based posts to Neighbors to publicly share crime and safety-related information with their communities. They can also choose not to do that. With Neighbors, public safety agencies can only view publicly available content on Neighbors or videos that a user explicitly and voluntarily chooses to share with a public safety agency as part of an active investigation. Police and other public safety officials do not have access to users’ devices, device locations, video recordings, or personal information when using Neighbors unless a user chooses to share. Ring never provides police and other public safety officials access to device livestreams.

•

Audit with the NYU Policing Project. In 2021, Ring completed a civil rights and civil liberties audit with the Policing Project at New York University School of Law. The audit represented nearly two years of work and was focused on potential racial justice, civil rights, civil liberties, and democratic accountability issues relating to law enforcement’s use of Neighbors and Ring’s practices regarding law enforcement requests for information. As part of the audit, the Policing Project presented Ring with a detailed set of recommendations. During the course of the audit, Ring implemented over one hundred changes to its products, policies, and legal processes. For example, public safety agencies are now only able to request information or video from their communities through a new, publicly viewable post category on Neighbors called Request for Assistance. Public safety agencies can use these posts to notify residents of an incident and ask their communities for help related to an investigation. The full text of all Request for Assistance posts are publicly viewable in the Neighbors feed, and logged on the agency’s public profile. This way, anyone interested in knowing more about how an agency is using Request for Assistance posts can simply visit the agency’s profile and see the post history. Request for Assistance posts are opt-in; nothing is shared with any agency unless a user actively chooses to do so. Users can also remove Request for Assistance posts from their feed. Public safety agencies are not able to see how many users viewed a Request for Assistance post or which users removed those posts from their feed.16 This new post category, along with other changes such as adding community resources like mental health services to the Neighbors App, were cited by the Policing Project as steps Ring has taken to safeguard against improper use and address potential harms.

•

Enforce Strict Limitations on Requests for Video Recordings. Ring also imposes strict limitations on public safety agencies when they create a Request for Assistance post. For example, Ring’s policy expressly prohibits agencies from creating a Request for Assistance post for lawful activities, such as protests, and the agencies must provide an active case or incident number related to a specific crime or safety incident before a Request for Assistance post can be viewed on user’s feeds. Additional safeguards include: restricting local public safety agencies to only asking for videos recorded during a specified 12 hour period, such as noon to midnight, in a given day; requiring a minimum 0.025 square mile and maximum 0.5 square mile (approximately 10 city blocks) geographic region each time a public safety official asks for assistance to avoid targeting specific residents or broad geographic requests; prohibiting public safety officials from asking for video recordings more than 45 days after the incident under investigation took place; and requiring that public safety officials submit their request for assistance individually, not “batched.” Ring moderates every post submitted before the post becomes available for viewing on Ring users’ feeds to make sure it follows our guidelines, and Ring does not allow for open requests for footage.

•

Require Customer Agreement to Community Guidelines. Ring is committed to upholding a standard of trust and civility and does not tolerate racial profiling, hate speech, and other forms of profiling or prejudice on Neighbors. Ring requires all Neighbors users to agree to strict community guidelines, which prohibit racial profiling, hate speech, and other forms of discrimination. To monitor compliance with these standards, Ring also invests heavily in manual and automated content moderation. Ring has a dedicated group of team members, who are trained regarding critical and timely issues, proactively moderating Neighbors content and working to remove prohibited content prior to posting publicly, 24 hours a day, seven days a week. When posts are denied, an email is sent to the Neighbors user who submitted the post to inform them of the reason, reinforcing our guidelines and helping users make responsible decisions. In addition, Neighbors users can flag incorrect or inappropriate content directly in the App. The moderation team will remove the flagged content if they determine that the content violates community guidelines. Ring also engaged the Center for Democracy and Technology (the “CDT”) to provide counsel and help strengthen its moderation practices, and the CDT contributed to updates to the Neighbors App and community guidelines in 2021.

•

Deliver on Privacy and Security Commitment. Ring continues to innovate and identify new ways to help uphold customer privacy and security and give users even more control over their devices and personal information. For example, Ring launched end-to-end encryption in early 2021, a feature that allows customers to further secure their videos with an additional virtual lock, which can only be unlocked by a key that is stored on the customer’s enrolled mobile device, designed so that only the customer can decrypt and view recordings on their enrolled device.

For more information on the Policing Project’s civil rights and civil liberties audit, see https://www.policingproject.org/ring.

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Our Board has reviewed Amazon Rekognition, along with many other programs, as part of numerous AWS business reviews, and has also ~~actively oversees~~reviewed Ring in several of its meetings since our acquisition of Ring. In addition, our Nominating and Corporate Governance Committee has provided oversight on behalf of the Board over the human rights aspects of Amazon’s Rekognition technology and Ring, as well as our other technologies, and has specifically reviewed Amazon Rekognition’s facial recognition capabilities and Ring. These reviews focus on the actual operation and use of Amazon Rekognition and Ring, the potential concerns and abuses that critics have suggested could arise from these technologies, and our actions to resolve or mitigate those risks ~~related to our operations, including through periodic briefings to our Board’s committees.~~and concerns. Under its charter, the Nominating and Corporate Governance Committee, which is comprised of directors with experience in emerging technologies and public policy, is given responsibility for overseeing and monitoring the Company’s policies and initiatives relating to corporate social responsibility, including human rights and ethical business practices, and ~~related~~ risks ~~most relevant~~related to the Company’s operations and engagement with customers, suppliers, and communities.

This Proposal Fails to Acknowledge or Address the Measures We Have Taken to Enhance Our Technology and Relies on Dated Claims and Mischaracterizations

While we have been working to constantly enhance our AI/ML technology, including Amazon Rekognition and Ring products and services, this proposal has relied on the same outdated assertions and mischaracterizations. For example, this proposal continues to mischaracterize Amazon Rekognition as a surveillance program. In fact, Amazon Rekognition, does not collect images for users to perform searches on and does not provide any photos or data for users to search or compare images against. Instead, the service can be used to help identify objects, people, text, scenes, and activities in images and videos, as well as to detect inappropriate content. Similarly, the Proposal fails to acknowledge the improvements we have implemented for Ring as part of the Policing Project’s civil rights and civil liberties audit and an ongoing commitment to innovate on behalf of customers and their communities.

The proposal requests that the Company prepare a report about Amazon’s process for customer due diligence to determine whether customers’ use of certain of our products or services contributes to human rights violations. Conversations around responsible development and use of AI/ML systems are happening around the world among government, industry, academia, and other groups. Amazon is an active participant and contributor to these conversations, and Amazon teams and subject matter experts are helping lead the industry on these very issues. As demonstrated above, we have conscientiously acted to review and address the concerns expressed in the proposal and transparently provided information regarding our actions to the public. In light of our commitment to customer trust, privacy, and security; the material benefits to both society and organizations of ~~Amazon Rekognition’s image~~Amazon’s technology products and ~~video analysis capabilities;~~services; and our ongoing transparency and efforts to address potential misuse of ~~Amazon Rekognition,~~those products and services, the Board recommends that shareholders vote against this proposal.

The Board of Directors recommends a vote “AGAINST” this proposal requesting a report on ~~potential~~ customer

~~misuse of certain technologies.~~

due diligence.

	ITEM 7—SHAREHOLDER PROPOSAL REQUESTING AN ALTERNATIVE DIRECTOR CANDIDATE POLICY

Beginning of Shareholder Proposal and Statement of Support:

Policy to Include Hourly Employees as Director Candidates

RESOLVED: Shareholders of Amazon.com, Inc. (“Amazon”) urge the board to adopt a policy of promoting significant representation of employee perspectives among corporate decision makers by requiring that the initial list of candidates from which new board nominees are chosen (the “Initial List”) by the Nominating and Governance Committee include (but need not be limited to) hourly employees. The policy should provide that any third-party consultant asked to furnish an Initial List will be requested to include such candidates.

WHEREAS: Amazon has been publicly excoriated for mistreating workers—including criticism over dehumanizing working conditions, anti-union activities, and straining taxpayers by paying so little that employees must rely on food stamps.1 Employees have described workplace conditions as “hellish,”2 and the NY Times observes that during the pandemic, “Amazon’s system burned through workers, resulted in inadvertent firings and stalled benefits, and impeded communication, casting a shadow over a business success story for the ages.”3 Because protecting the company’s reputation and ability to retain its

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workforce affect shareholder value, Amazon must urgently address these issues. Worker representation on the Board will allow it to do just that, empowering the company to address employee concerns before they become headlines.

In addition to mitigating reputational risk, employee representation can promote value creation. According to the National Bureau of Economic Research, giving workers formal control rights raises capital formation and increases female representation.4 In Germany, the “co-determination” model of shared governance has been lauded as a check against short-termist capital allocation practices,5 and a study found that employee representation on boards generated a 25% spike in productivity and increased wages.6

There is growing recognition that employees on boards can contribute to a company’s long-term sustainability. Nearly one-third of Senate Democrats support an initiative led by Senators Baldwin and Warren which would codify employee representation on boards, as they urge that modern corporate governance should be accountable to and inclusive of a wider array of interests, notably employees.7 The UK recently adopted a rule mandating that boards engage with employees to enhance worker voice in the boardroom, which may include appointing a non-executive employee as director.8 Investors have also increasingly expressed support for workers on boards, filing proposals on this topic at fifteen companies during the 2021 AGM season.9 Even the business community has drawn similar conclusions: the Business Roundtable, which counts Amazon among its members, stated that investing in employees and communities offers “the most promising way to build long-term value.”10

Amazon’s board lacks representation from hourly employees, who thoroughly understand the company’s daily operations. Women and racial minorities, which constitute a large percentage of Amazon’s hourly associates, are also comparatively underrepresented at the board level, which remains predominantly male and white.11

We urge shareholders to vote for this proposal.

https://d3n8a8pro7vhmx.cloudfront.net/rwdsu/pages/480/attachments/original/1543959297/Whats_Wrong_With_Amazon_-_website.pdf?
1543959297;
https://time.com/5629233/amazon-warehouse-employee-treatment-robots/

https://nypost.com/2019/07/13/inside-the-hellish-workday-of-an-amazon-warehouse-employee/

https://www.nytimes.com/interactive/2021/06/15/us/amazon-workers.html

http://economics.mit.edu/files/17273

https://prospect.org/labor/codetermination-difference/

https://www.govenda.com/blog/employee-representation-on-boards/

https://www.wsj.com/articles/companies-shouldnt-be-accountable-only-to-shareholders-1534287687; https://www.baldwin.senate.gov/press-releases/reward-work-act-2019

https://www.pinsentmasons.com/out-law/analysis/corporate-governance-employee-voice-workplace-reporting

Recipient companies include Amazon, Walmart, Starbucks, Disney, Citigroup, among others.

https://www.businessroundtable.org/business-roundtable-redefines-the-purpose-of-a-corporation-to-promote-an-economy-that-serves-all-americans

https://www.seattletimes.com/business/amazon/amazon-more-diverse-at-its-warehouses-than-among-white-collar-ranks/

End of Shareholder Proposal and Statement of Support

	RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 7

	Why We Recommend You Vote Against This Proposal
	• The Board recognizes that our employees are the foundation of our success and is intently focused on supporting their well-being and success. • We have many processes in place to provide for effective and broad-based participation by our diverse employee base in our decision-making and governance through well-calibrated programs, practices, and forums that facilitate communication, participation, and action. • Our current process to identify and nominate directors has successfully recruited diverse and qualified directors with extensive human capital management experience.

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Our Board Is Intently Focused on Our Employees’ Well-Being and Success

The Board recognizes that our employees are the foundation of our success and critical to our mission, as reflected in our leadership principle on striving to be Earth’s best employer. Given the critical role our employees play in our success, our Board includes numerous directors with human capital management experience and is already intently focused on our employees’ compensation and benefit programs, workplace environment, workplace conditions and safety, and workplace culture. Reflecting this, the charter for our Leadership Development and Compensation Committee (the “Committee”) expressly states that the Committee is responsible for overseeing Amazon’s strategies and policies related to human capital management. As stated in the charter, this includes monitoring and periodically assessing the Company’s programs and practices for attracting, developing, training, and retaining talented employees at all levels, including employee compensation and benefits; overseeing and monitoring policies on diversity and inclusion, workplace environment and safety, and corporate culture; and periodically receiving and reviewing reports on complaints, allegations, and incidents regarding workplace discrimination and harassment reported pursuant to Amazon’s Code of Business Conduct and Ethics. As part of this process, our Senior Vice President, People eXperience and Technology regularly updates the Committee on employee opinions and experience based on feedback from our employee sentiment programs, as described below, and the Board receives periodic updates from the Chair of the Committee regarding this information. Through these and other processes, the Committee and the full Board take into account our employees’ interests and well-being when overseeing our operations.

We also aim to be Earth’s safest place to work and are committed to the safety and well-being of our employees. We design and create new solutions to continuously reinforce and improve safety in our operations, including integration of new and advanced technologies that increase safety at every step of our process, from receiving vendor shipments to sorting multiple packages into shipments ready for delivery. We have incurred more than $15 billion in COVID-19-related costs to help keep our employees safe and deliver for our customers.

Our recognition of and commitment to support our employees is further demonstrated by our competitive compensation and employee benefits. In the United States, we provide our employees an average starting wage of more than $18 an hour, more than double the federal minimum wage, and numerous benefits to our employees, including comprehensive medical benefits, a 401(k) plan with a Company match, and up to 20 weeks of parental leave (birth parents are eligible for up to 20 weeks of leave and partners up to six). Every employee at Amazon also has access to nine different Company-funded upskilling programs as part of Amazon’s $1.2 billion Upskilling 2025 pledge.17 Programs include Career Choice, an education benefit which fully funds tuition for employees to learn new skills for career success at Amazon or elsewhere, including Bachelor’s degrees, industry certifications designed to lead to in-demand jobs, and foundational skills such as English language proficiency, high school diplomas, and GEDs. We have heavily invested in supporting employees since the early stages of the COVID-19 pandemic, from enhancing safety measures and increasing paid time-off to billions of dollars in special bonuses and incentives for our teams globally.

We Have Many Programs to Provide for Effective Employee Input

In addition, we have numerous programs in place for employees to provide input and feedback to management and the Board, which we believe more effectively allow us to directly hear and respond to the widely diverse interests and perspectives of our global workforce. Our global workforce of more than 1.6 million employees consists of widely diverse people with widely diverse jobs, from software development, to product development and product sourcing roles, to staffing customer service centers, fulfillment centers, data centers, and physical stores, to developing and producing entertainment content. Given this diversity, we have also long recognized the importance of employees’ participation in our decision-making and governance. Accordingly, we have a wide variety of policies and programs in place to promote consistent, honest, and open input by and engagement with our employees, allowing employees to raise suggestions or concerns and have their input directly addressed by leadership, and allowing us to continuously improve our workplace and employee experience. Examples of these programs include the following:

•

Our Connections program is a daily, real-time, Company-wide employee feedback mechanism designed to listen to and learn from employees at scale to improve the employee experience. Connections generates over 1.5 million responses from employees daily at over 3,500 unique sites/locations in 55 countries in 26 different languages. Connections responses are completely anonymous to encourage frank and open feedback. Connections analyzes response data and provides insights to managers and leaders to review and take actions as they uncover issues or see opportunities to improve. We

See https://www.aboutamazon.com/workplace/upskilling-commitments.

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have also launched the Safety Leadership Index across our U.S. operations where every associate is surveyed through our Connections program and is regularly asked a series of questions to measure their views and perspectives regarding safety in their facility.

•

Voice of the Associate Boards are in Amazon fulfillment centers around the globe—physically and virtually—providing employees a forum for expressing their concerns, offering suggestions, and asking questions on a daily basis to leadership. Leadership teams reply directly to questions, promoting dialogue and efficient remediation of issues. In 2021, our managers received and responded to more than 210,000 comments, questions, and issues raised on the Voice of the Associate Boards.

•

Any employee can send suggestions or raise concerns to members of the senior leadership team. All such executive escalations are independently reviewed by Human Resources, used as a learning opportunity, and may be used to update our processes to prevent gaps in the future.

•

We have an “open door” policy, which means we welcome and encourage any employee to discuss suggestions, concerns, or feedback with their manager, a Human Resources team member, or any member of Amazon’s leadership team. We believe candid and constructive communication in an environment of mutual respect is essential to our collective success.

•

Our Associate Roundtable provides leaders and associates with meaningful opportunities to discuss issues. Leaders hear directly from hourly associates, who can ask questions about any topic and get immediate feedback. Associates are able to share their thoughts about their job, their work environment, and any challenges they face.

•

Our Amazon Ethics Line allows employees to raise questions or report suspected violations of our Code of Business Conduct and Ethics by phone or online globally. Reports to the Ethics Line are answered by an independent third party and may be made anonymously on request.

•

Our directors participate in employee forums and meet with employees at a variety of Company events.

We believe that the effectiveness of these programs, together with our competitive pay and comprehensive benefits, are why we have received so many workplace honors. For example, LinkedIn recognized Amazon as the most desirable workplace on its 2021 Top Companies list in the United States and Japan, and among the top companies in Australia, Canada, China, India, Spain, and the U.K.; Forbes ranked us #4 on its World’s Best Employers 2021 list; and Fortune has recognized us as #2 on its World’s Most Admired Companies list six years running.

Our Board Is Diverse and Qualified

Our Board currently has a dynamic and effective process for identifying and recruiting diverse and qualified directors with a broad range of experience, backgrounds, and interests who are able to effectively represent the interests of our shareholders and support our numerous constituencies. In selecting candidates for recommendation to the Board, the Nominating and Corporate Governance Committee draws from a diverse list of candidates, 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 Amazon at that point in time with a view to creating a Board with a diversity of experience and perspectives. The Nominating and Corporate Governance Committee includes, and has any search firm that it engages include, women, individuals from underrepresented racial/ethnic groups, and individuals who identify as LGBTQ+ in the pool from which the Committee selects director candidates.

Through this process, our Board includes members who have gained significant experience in human capital management as a result of their leadership of organizations with large workforces—and who also possess many additional skills relevant to oversight and management of our businesses. Our Board believes that our existing, robust corporate governance processes benefit all of our stakeholders, including our employees.

In light of the multiple channels through which Amazon and the Board engage with and oversee the well-being of our employees, their compensation, and our workplace environment and culture, and our robust processes to identify and nominate qualified and independent directors, the Board recommends shareholders vote against this proposal.

	The Board of Directors recommends a vote “AGAINST” this proposal requesting an alternative director candidate policy.

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ITEM 8—SHAREHOLDER PROPOSAL REQUESTING A REPORT ON ~~EFFORTS TO RESTRICT CERTAIN PRODUCTS~~

PACKAGING MATERIALS

Beginning of Shareholder Proposal and Statement of Support:

WHEREAS:

~~On average, 250,000 hate crimes~~ The growing plastic pollution crisis poses increasing risks to our company. Corporations could face an annual financial risk of approximately $100 billion should governments require them to cover the waste management costs of the packaging they produce, a policy that is increasingly being enacted around the globe.1

Recently, Pew Charitable Trusts released a groundbreaking study, Breaking the Plastic Wave, concluding that if all current industry and government commitments were ~~perpetrated~~met, ocean plastic deposition would be reduced by only 7%. Without immediate and sustained new commitments throughout the plastics value chain, annual flows of plastics into oceans could nearly triple by 2040.

The Pew report also finds that improved recycling must be coupled with reductions in ~~America each year between 2004~~use, materials redesign, and ~~2015 according~~substitution. It concludes that plastic demand should be reduced by least [sic] 1/3, stating that reducing plastic production is the most attractive solution from environmental, economic, and social perspectives. The European Union has banned 10 single-use plastic products commonly found in ocean cleanups and enacted a $1/kg tax on non-recycled plastic packaging waste.

Amazon does not disclose how much plastic packaging it uses, but is believed to be one of the ~~Bureau~~largest corporate users of ~~Justice Statistics,~~flexible plastic packaging, which ~~defines hate crimes as “crimes~~cannot be effectively recycled. A recent report by Oceana estimated that Amazon generated 465 million pounds of plastic packaging waste in 2019 and that up to 22 million pounds of its plastic packaging waste entered the world’s marine ecosystems. Flexible packaging represents 59% of all plastic production but an outsized 80% of plastic leaking into oceans. Amazon has no goal to make all of its packaging recyclable.

Amazon is falling behind its peers. Unilever has taken the most significant corporate action to date, agreeing to cut virgin plastic packaging by 50% by 2025, including absolute elimination of 100,000 tons. At least seventeen other public consumer goods companies have virgin plastic reduction goals.2 IKEA pledges to eliminate all plastic packaging by 2028.

Reducing Amazon’s plastic packaging use and making all its packaging recyclable are necessary steps to combat the plastic pollution crisis. Our company is long overdue on taking action on this important issue.

RESOLVED: Shareholders request that the ~~victim perceived to be motivated by bias due to~~Amazon Board issue a report, at reasonable expense and excluding proprietary information, describing how the victim’s race, ethnicity, disability, sexual orientation, or religion.” (https://bit.ly/2vO6T0c) Hate crimes appear to be on the rise (https://wapo.st/2zNrNM4), and some have suggested that online hate speech, which Merriam-Webster defines as speech expressing hatred of a particular group of people, can weaken inhibitions against harmful acts. (https://ti.me/2qtvdzh)

Amazon.com, Inc.’s (“Amazon’s”) Offensive Products policies state that “Amazon does not allow products that promote, incite or glorify hatred, violence, racial, sexual or religious intolerance or promote organizations with such views.” (https://amzn.to/2WZTa0q, accessed November 9, 2019)

Unfortunately, this policy appears to be applied inconsistently, which may indicate a lack of clear internal policies and effective controls. A 2018 report found racist, Islamophobic, homophobic and anti-Semitic items on Amazon’s platforms. (https://bit.ly/2NxgaRk) While Amazon removed some products after the report’s publication, as of November 2019, searches on Amazon.com showed that controversial products continue to be available. A search for “Kek,” a satirical religion associatedcompany could reduce its plastics use in alignment with the ~~white nationalist movement, returned results for multiple items. In December 2019,~~~~Huffpost~~ ~~reported that Holocaust-themed items, including ornaments and mouse pads, were available on Amazon, some with a seller description reading “Massacre Auschwitcz [~~~~sic~~~~] Birkenau Jewish Death.” (https://bit.ly/2PuF1VX)~~

Amazon’s Offensive Products policies do not apply to books, music, video and DVD. According to a recent report, with respect to these products, Amazon’s algorithm for product search proactively directs customers who search for white supremacist1/3 reduction findings of the Pew Report, or other ~~extremist content~~authoritative sources, to ~~additional extremist content. (https://bit.ly/332jgBy)~~

~~Facilitating~~reduce the ~~sale~~majority of offensive products could expose Amazon to reputational damage and impair relationships with key stakeholders. This is particularly true as Amazon continues to pursue growth in diverse and culturally complex international markets.

Other companies, including Ryanair and Waffle House, have faced boycotts for failing to address racism encountered by customers. Both Germany and the European Union have enacted laws restricting hate speech. For instance, a German law requires the removal of hate speech within 24 hours and levies fines against companies that do not comply.

ocean pollution.

SUPPORTING STATEMENT:Amazon’s employees may feel uncomfortable aiding in the dissemination of hateful materials and employees belonging to targeted groups may feel unsupported by Amazon. According to research published in the~~Harvard Business Review, disengaged employees have 37% higher absenteeism, 49% more accidents, and 18% lower productivity. (https://bit.ly/37wmmRV)~~



		~~2020 Proxy Statement~~		31

~~SHAREHOLDER PROPOSALS~~

~~Resolved:~~

~~Investors request that Amazon report on its efforts to address hate speech and the sale or promotion of offensive products throughout its businesses.~~ The report should, ~~be produced~~ at ~~reasonable cost, exclude proprietary information~~Board discretion:

•

Quantify the weight of total plastic packaging used by the company;

•

Evaluate the benefits of dramatically reducing the amount of plastics used in our packaging;

•

Assess the reputational, financial, and ~~discuss Amazon’s process for developing policies~~operational risks associated with continuing to ~~address hate speech and offensive products, including the experts and stakeholders with whom Amazon consulted, and the enforcement mechanisms it has put~~use substantial amounts of plastic packaging while plastic pollution grows unabated;

•

Describe any necessary reduction strategies or goals, materials redesign, transition to reusables, substitution, or reductions in ~~place, or intends to put in place, to ensure hate speech and offensive products are effectively addressed.~~

use of virgin plastic.

https://www.pewtrusts.org/-/media/assets/2020/07/breakingtheplasticwave_report.pdf

https://www.asyousow.org/report-page/plastic-pollution-scorecard-2021/

End of Shareholder Proposal and Statement of Support

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RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 8

Why We Recommend You Vote Against This Proposal

•
We are committed to protecting the planet and recognize the importance of reducing plastic waste.

•
In contrast to consumer-packaged goods companies, Amazon’s greatest impact comes from helping other manufacturers reduce their use of plastic in packaging and reducing our own use of plastic for products repackaged for delivery. In this regard, we have taken action to reduce reliance on the use of plastics in a number of areas, including products manufactured by other companies, packaging for shipment and delivery, our Amazon and other private label devices, and our physical stores.

•
For example, as of June 2021, through our Frustration-Free Packaging program, we have reduced the weight of outbound packaging by over 36% and eliminated more than one million tons of packaging material since 2015—the equivalent of 2 billion shipping boxes. We are working to increase the recycled content used in our packaging, which in 2021 increased from 25% to 50% for our plastic film bags, and from 15% to over 40% for our plastic padded bags. These improvements are expected to eliminate more than 25,000 metric tons of new plastic each year. We expect to replace the use of mixed (paper/plastic) mailers with a recyclable paper padded mailer by the end of 2022. We have also reduced our use of material like plastic film and single-use plastic.

•
We are engaged in efforts to support the development of recycling infrastructure across our industry and other broader recycling initiatives.

We ~~take~~Are Committed to Protecting the Planet and Recognize the Importance of Reducing Plastic Waste

Amazon is committed to protecting the planet and recognizes the importance of reducing plastic waste by promoting reusable and recyclable packaging. As described in more detail below, including with respect to our goals, we have made progress in four primary areas in our efforts to reduce our use of plastics: (1) plastics in packaging for products manufactured by other companies that we sell to our customers (where we can make the biggest impact), (2) plastics in packaging to the extent we repackage a product for delivery, (3) plastics in Amazon devices and our private label products, and (4) plastics in physical stores, primarily our grocery business and its use of insulated packaging.

While the proposal cites a recent report estimating our use of plastic packaging, for the second year in a row, the report’s calculations are seriously flawed, overestimating our ~~commitment~~use of plastic by more than 300% and relying on outdated assumptions regarding the sources of plastic waste entering our oceans. The latest peer-reviewed scientific research finds that the majority of plastic waste that ends up in the ocean comes primarily from takeaway food and drink containers, and fishing activities.

In contrast to ~~diversity~~consumer-packaged goods companies, Amazon’s greatest impact comes from helping other manufacturers reduce their use of plastic in packaging and ~~respect~~reducing our own use of plastic for ~~people~~products repackaged for delivery. To that end, as detailed below, we have partnered with manufacturers to reduce their use of plastics through our industry leading Frustration-free Packaging programs. We are also rapidly making progress to significantly increase the recycled plastic content used in our packaging and reduce our use of material like plastic film and single-use plastic.

Products Manufactured by Other Companies

Most of the products we sell are manufactured by other companies. We recognize that we can help manufacturers reduce their use of plastics and have partnered with them to scale sustainable packaging development across our supply chain. For example, our industry leading Frustration-Free Packaging (“FFP”) programs financially incentivize manufacturers to package their products in 100% recyclable packaging, including plastics. The FFP programs also allow us to ship products in their own containers, eliminating all additional packaging material for these products, including plastics. As of June 2021, we have reduced the weight of outbound packaging by over 36% and eliminated more than one million tons of packaging material since 2015—the equivalent of 2 billion shipping boxes.18 Through the FFP programs and related packaging design and testing services, we have helped manufacturers develop more sustainable packaging, and now more than two million products are

See https://sustainability.aboutamazon.com/environment/circular-economy/packaging.

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included in this program. In 2021, we expanded the program to provide incentives for even more products.19 To further incentivize sustainability efforts, we also partner with brands, vendors, and manufacturers through our Climate Pledge Friendly program, which labels more than 200,000 products sold on our online platform as Climate Pledge Friendly when they have received one or more of 37 different sustainability certifications, including our own Compact by Design certification.20

Products Repackaged for Delivery

To the extent we cannot ship products in their own container under the FFP programs, we are driving innovation in packaging equipment to reduce the weight and size of our corrugated boxes by creating right-sized boxes for most of our box shipments, reducing overall packaging weight and use of corrugated boxes. Once fully operationalized, we expect this process will eliminate the need for plastic cushioning in these boxes. We also are working to increase the recycled content used in our packaging, which in 2021 increased from ~~all backgrounds, including gender, race, ethnicity, religion, sexual orientation, disability,~~25% to 50% for our plastic film bags, and ~~other dimensions~~from 15% to over 40% for our plastic padded bags. These improvements are expected to eliminate more than 25,000 metric tons of ~~diversity,~~new plastic each year.

We utilize machine learning algorithms to reduce unnecessary packaging weight while providing greater protection for products as they journey from the manufacturer to the customer. We also work with vendors, utilizing analytics, test methods, new materials, and new ways to build packaging that protect their products and to reduce the overall use of materials like plastic. We are also using machine learning tools to reduce our use of plastic film by identifying products that do not require the protection of bubble mailers, changing the shipment method to plastic bags for these products, and reducing the use of plastic by approximately 30% for these shipments. We recognize that plastic film is a difficult material to process, and most municipal recycling programs do not accept it. In order to innovate and solve for this gap, we have developed a process for on-site plastic film recycling. In 2020, we began converting plastic film into poly bags made of 100% recycled material, which are ~~enduring values~~used for package-free returns at Amazon drop-off locations in the United States. After use, the bags are collected and returned to Amazon facilities where we again convert them into new poly bags, repeating the recycling process. As of June 2021, on-site plastic film recycling is available at more than 168 Amazon sites across North America and Europe. We have also been looking across our entire operations network to incorporate more of our own recycled plastics in products, packaging, and operational processes.

In 2019, we invented a new recyclable paper padded mailer that allows customer orders to arrive undamaged and in recyclable packaging with a lower carbon footprint than a box. We are expanding this mailer across North America and expect to replace the use of mixed (paper/plastic) mailers with this recyclable paper padded mailer by the end of 2022.

In Europe, we have removed a wide range of single-use plastic products from our stores and we are increasing our use of flexible paper-based mailers, allowing us ~~as reflected~~to significantly reduce the use of plastic in packaging. In Australia, we have replaced all single use air pillows with 100% recyclable paper material to protect goods during shipping. In 2021, we introduced a range of smaller boxes of 23 different customized sizes, allowing us to reduce free space in shipments. In Japan, Amazon is currently working to reduce single-use plastics in all cushioned and non-cushioned packages, film, and shipping materials by replacing them with paper ones. In India, Amazon has expanded its packaging-free shipping initiative to more than 100 cities across the country and has announced that the Company has completely eliminated the use of single-use plastic in packaging originating from its 60-plus fulfilment centers.

Amazon Devices and Private Label Products

We have established an ambitious goal of reducing single-use plastics in our device packaging, with the intent to make this packaging 100% curbside recyclable by 2023. Our progress towards this goal is already evident. In the twelve months ended September 2021, we eliminated an estimated 29.8 million plastic bags from Device and Accessories packaging, shipped from our suppliers, compared to the same period in the prior year. We are working to source 100% of the wood fiber in device packaging from responsibly managed forests or recycled sources. We are also incorporating recycled plastics, fabrics, and metals into many new Amazon devices. In 2021, we launched a number of ~~Company policies.~~¹¹new Echo, Fire TV, Fire Tablet, Kindle, and Smart Home devices and accessories that include 10-60% post-consumer recycled plastic, 40-100% post-consumer recycled fabric, 80-100% recycled aluminum, and 70% recycled magnesium, depending on the product. We ~~recently reaffirmed this commitment~~also incorporated 50% post-consumer recycled plastic into certain power adapters that ship with our devices. We are also working with our suppliers to ensure sustainability is a priority. For example, in ~~our Global Human Rights Principles and the statement~~2021, several of our ~~positions.~~¹²supplier sites, which provide final assembly for some of our most popular Echo, Kindle, and Fire TV devices, achieved UL’s Zero Waste to Landfill Silver or Platinum certification.

See https://www.aboutamazon.com/packaging/overview/2021-incentive.

See https://www.aboutamazon.com/news/sustainability/shop-from-over-200-000-climate-pledge-friendly-products-on-amazon.

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This ~~commitment extends not only~~certification means they handle waste in environmentally responsible ways, diverting over 90% of their facility’s waste from landfill through methods other than waste to energy.

We provide various programs and resources through our ~~workforce,~~¹³ ~~but~~Amazon Second Chance website21 to equip customers with information on how to trade in, recycle, or repair Amazon devices and products, how to recycle Amazon packaging, and how to find open-box and refurbished devices. All of these programs and resources reduce waste and encourage reuse.

Physical Stores

As far back as 2008, Whole Foods Market was an industry leader in sustainability, becoming the first U.S. grocer to ban disposable plastic bags at checkout, instead opting for 100% post-consumer recycled-content and Forest Stewardship Council-certified paper grocery bags. We also provide customers a wide selection of reusable grocery bags in a variety of colors and sizes at affordable prices. More recently, we implemented smaller produce bags at our Whole Foods Market stores in 2019, a change that our packaging manufacturer estimates saves an additional 200,000 pounds / 100 tons of plastic annually. In July 2019, Whole Foods Market stores took yet another bold step in this area and became the first national retailer to remove all of the plastic straws from its cafes and coffee bars—a total of about 21 million straws annually. Further, in 2019, Whole Foods Market stores replaced all plastic rotisserie chicken containers with bags that use approximately 70% less plastic, which our packaging manufacturer estimates saves nearly 1.7 million pounds of plastic annually. We also eliminated all Styrofoam meat trays in all our Whole Foods Market stores in the United States and Canada.22 We have also removed all Styrofoam from Whole Foods Market food service packaging. In addition, our grocery business recently announced new insulated packaging for frozen and chilled foods that is made from recycled paper and is curbside recyclable.23 Moving to all curbside-recyclable insulation packaging reduces material waste and each year replaces approximately 735,000 pounds of plastic film, 3.15 million pounds of natural cotton fiber, and 15 million pounds of non-recyclable mixed plastic. The new packaging is also produced regionally in the United States, enabling us to deliver it to Amazon Fresh grocery hubs, stores, and Whole Foods Market locations with fewer miles traveled across the supply chain.

We Are Engaged in Efforts to Support the Development of Recycling Infrastructure Across Our Industry and Other Recycling Initiatives

In addition, we are developing an ambitious and innovative recycling infrastructure and investing in initiatives that support the recycling industry across the United States.24 For example, to improve curbside recycling in the United States, we partnered with The Recycling Partnership, which supports communities and local governments with education, infrastructure, and measurement related to curbside recycling. Amazon is funding an initiative to improve recycling activities in the western United States called The West Coast Contamination Initiative, which aims to increase the quality and value of recyclables collected in these areas by reducing the amount of non-recyclable material collected through local recycling systems.25 We also invested $10 million to the ~~customer experience as well. Our policies prohibit~~Closed Loop Infrastructure Fund to finance recycling and circular economy infrastructure in North America. Through this investment, Amazon aims to increase product and packaging recycling so that material goes back into the ~~sale~~manufacturing supply chain. Over the next decade, our investment in the Closed Loop Infrastructure Fund is expected to improve curbside recycling for 3 million homes in communities across the United States, divert 1 million tons of recyclable material from landfills, and eliminate the equivalent of 2 million metric tons of carbon dioxide.26 These efforts improve the communities we operate in and help everyone, even those who may not be engaged with our products ~~that promote, incite, or glorify hatred, violence, racial, sexual, or religious intolerance or promote organizations with such views. It is also~~and services.

As evidenced by our ~~policy to remove listings that graphically portray violence or victims of violence. We maintain these policies to ensure a welcoming environment for our global customers~~existing initiatives, partnerships, investments, and ~~selling partners to do business while offering the widest selection of items on earth. We strive to promote trust and respect, as well as adherence~~progress, in contrast to the ~~law. If~~proposal’s assertions, we ~~find that a seller has supplied a product in violation of our offensive products policies, we take corrective actions, as appropriate, including but not limited~~are committed to ~~immediately suspending or terminating seller privileges, destroying inventory in our fulfillment centers, and permanent withholding of payments (as applicable).~~

~~An example of these policies is our “Offensive and Controversial Materials” policy, which is available at~~~~https://sellercentral.amazon.com/gp/help/external/200164670~~~~. As stated in that policy, “[w]e exercise judgment in allowing or prohibiting listings and we keep our global community of customers and cultural differences and sensitivities in mind when~~ reviewing and ~~making~~addressing the proposal’s concern for reducing plastic pollution, a ~~decision on products”~~concern we share. We are conscientiously taking steps to address this concern and ~~reserve the right to determine the appropriateness of listings on~~publicly sharing information regarding our ~~website.~~

progress. We ~~have, and~~ will continue to ~~develop~~share our efforts and ~~implement, processes~~progress to ~~enforce compliance with~~ our offensive products policies. Our Offensive Products team covers global operations and monitors information about potentially offensive products from various sources including customer contacts, social media posts,shareholders and the press. This process is global and involves obtaining multiple internal perspectives from both senior leadership and global points of contact. To support our efforts to enforce offensive products policies, we have developed (and continue to iterate on and monitor the effectiveness of) automated systems, which may also trigger a manual review for ambiguous cases, to remove products that violate our policies. Once we become aware of products that violate our policies, we remove them quickly and then scan our vast catalog every five minutes to identify any products that sellers might attempt to list in violation of our policies. Under the processes outlined above, we have blocked or removed hundreds of thousands of product listings from our stores during the past 12 months, including products that promote, incite, or glorify hatred, violence, racial, sexual, or religious intolerance or promote organizations with such views.

While we use sophisticated tools to implement our policies, we recognize that we are not able to stop all bad actors. As a result, we provide a number of ways for regulatory agencies, industry organizations, customers, and our customer service teams to report products that may be in violation of our policies. When we receive these reports, we investigate the complaints, remove products that violate our policies, and take appropriate remedial action against sellers.

¹¹

~~See, e.g., Amazon.com Code of Business Conduct and Ethics,~~~~https://ir.aboutamazon.com/corporate-governance/documents-charters/code-business-conduct-and-ethics~~ (“Amazon.com provides equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. For more information, see the Amazon.com policies on Equal Employment Opportunity and Workplace Harassment in the Amazon.com Owner’s Manual.”).

¹²	~~See~~~~https://sustainability.aboutamazon.com/governance/amazon-global-human-rights-principles~~;~~https://www.aboutamazon.com/our-company/our-positions~~.

¹³

Independent data continues to show that Amazon is a sought after and great place to work. LinkedIn’s 2019 Top Companies List recognized Amazon as one of the most desirable places to work in nine different counties: the U.S., U.K., Australia, India, Japan, China, Canada, Germany, and Mexico (see~~https://blog.aboutamazon.com/working-at-amazon/amazon-recognized-as-a-linkedin-top-company-in-nine-countries~~).



32

~~SHAREHOLDER PROPOSALS~~

~~For the foregoing reasons,~~public. Accordingly, the Board recommends that shareholders vote against this proposal.

The Board of Directors recommends a vote “AGAINST” this proposal requesting a report on ~~efforts to restrict~~

~~certain products.~~

packaging materials.

See https://www.amazon.com/amsc.

See https://www.wholefoodsmarket.com/mission-in-action/environmental-stewardship/plastics-packaging.

See https://www.aboutamazon.com/news/retail/grocery-delivery-just-got-more-sustainable-with-amazon.

See Further and Faster, Together, at 47, 56, available at https://sustainability.aboutamazon.com/pdfBuilderDownload?name=amazon-sustainability-2020-report.

See https://sustainability.aboutamazon.com/environment/circular-economy/recycling.

See https://www.aboutamazon.com/news/sustainability/how-amazon-is-investing-in-a-circular-economy.

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ITEM 9—SHAREHOLDER PROPOSAL REQUESTING A ~~MANDATORY INDEPENDENT BOARD CHAIR POLICY~~

REPORT ON WORKER HEALTH AND SAFETY DIFFERENCES

Beginning of Shareholder Proposal and Statement of Support:

Board Report on Worker Health and Safety Disparities

RESOLVED:

Shareholders urge the Amazon.com (“Amazon”) Board of Directors to issue a report, at reasonable cost and excluding proprietary information, examining whether Amazon’s health and safety practices give rise to any racial and gender disparities in workplace injury rates among its warehouse workers and the impact of any such disparities on the long-term earnings and career advancement potential of female and minority warehouse workers.

Among other things, the report shall include lost time injury rates for all warehouse workers, broken down by race, gender and ethnicity.

SUPPORTING STATEMENT:

As recognized by Occupational Safety and Health Administration, the cost of workplace injuries is borne primarily by injured workers (who, on average, earn 15% less over ten years following an injury), their families, and taxpayer-supported components of the social safety net, with societal costs adding “inequality to injury.”1

Amazon is the second largest employer in the United States; its health and safety issues have a significant impact on its 1.3 million workers, their households and society. To the extent that more workers of color are affected, Amazon may perpetuate systemic racism.

According to the Centers for Disease Control, “[w]ork injuries and illnesses exact a tremendous toll on society, and COVID-19 has unequally affected many racial and ethnic minority groups by putting them more at risk of getting sick and dying.”2 One pre-pandemic study found that non-Hispanic Black and Hispanic workers were more likely to experience work-related disabilities, compared to white workers.3 An older study found that Black workers’ occupational fatality rate was 1.3 to 1.5 times higher.4

Amazon has been cited for significantly higher injury rates at its warehouses before and during the pandemic. Since 2017, according to one analysis of government data, Amazon reported a higher rate of serious injury incidents leading to missed work or to light-duty shifts than at other retailers’ warehouses.5 Data also show Amazon’s serious injury rates were nearly double those of their peers.6 One national health and safety group included Amazon in its 2018 and 2019 “Dirty Dozen” list of most dangerous employers in the United States, citing it in 2020 for dishonorable mention.7

Given its racially and ethnically diverse warehouse workforce,8 Amazon’s higher illness and injury rates may have a more pronounced impact on workers of color.

Amazon has announced that it is making large investments in safety and health initiatives (although details are lacking) and it already discloses the company’s lost time injury rate to the federal government. It does not, however, publicly disclose such data, which may be material to long-term investors. Also, investors lack transparency into how Amazon analyzes adverse impacts of the company’s health and safety practices on its workers, especially warehouse workers of color.

We urge shareholders to vote FOR this proposal.

https://www.osha.gov/sites/default/files/inequality_michaels_june2015.pdf

https://www.cdc.gov/coronavirus/2019-ncov/community/health-equity/race-ethnicity.html

Racial And Ethnic Differences In The Frequency Of Workplace Injuries And Prevalence Of Work-Related Disability | Health Affairs,
https://www.healthaffairs.org/doi/10.1377/hlthaff.2016.1185

https://ajph.aphapublications.org/doi/pdf/10.2105/AJPH.88.1.40

https://www.washingtonpost.com/technology/2021/06/01/amazon-osha-injury-rate/

https://www.washingtonpost.com/technology/2021/06/01/amazon-osha-injury-rate/; https://www.forbes.com/sites/niallmccarthy/2021/06/08/amazon-warehouse-injuries-significantly-higher-than-competitors-infographic/?sh=fa002626854b; https://thesoc.org/wp-content/uploads/2021/02/PrimedForPain.pdf

https://www.coshnetwork.org/national-cosh-reports

https://www.seattletimes.com/business/amazon/amazons-workforce-split-sharply-along-the-lines-of-race-gender-and-pay-new-data-indicates/

End of Shareholder Proposal and Statement of Support

2022 Proxy Statement 45

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	RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 9

	Why We Recommend You Vote Against This Proposal
	• Safety is integral to everything we do at Amazon, as demonstrated by our relentless focus on health and safety training, engagement with employees, and refinement of our processes to improve working conditions. • We are transparent about our commitment to and efforts to improve workplace safety, discussing our initiatives in detail in our “Delivered with Care” safety report and on our website. We have incurred more than $15 billion in COVID-19-related costs to help keep our employees safe and deliver for our customers. • We have disclosed our workforce incident rates along with a comparison to a variety of industries. Our Lost Time Incident Rate was 2.3 globally and 2.6 in the United States in 2020, a 43% and 49% improvement from 2019, respectively. In addition, our Recordable Incident Rate was 5.1 globally and 6.5 in the United States in 2020, a 24% and 25% improvement from 2019, respectively. • Our commitment to supporting our employees’ well-being and success is demonstrated through our competitive compensation and employee benefits. • We are committed to supporting and increasing diversity, and have committed to conducting and publicly releasing the results of a racial equity audit that will evaluate any disparate racial impacts on our nearly one million U.S. hourly employees resulting from our policies, programs, and practices. We also have announced Company-wide diversity, equity, and inclusion goals, and we provide extensive statistical reporting on our workforce diversity and pay equity. We annually publish gender and race representation information on our diversity and inclusion website, which includes representation by job type, such as front-line associates, corporate employees, and senior leaders. In addition, to provide even greater transparency, we began publishing our consolidated EEO-1 reports in 2021. Amazon also annually provides information on compensation by gender and by race/ethnicity. • Our Board has direct oversight of employee well-being and workplace safety, and regularly reviews these matters.

Safety is Integral to Everything We Do at Amazon

The Board recognizes the importance of workplace safety and the right to a safe work environment. As reinforced in our report, “Delivered with Care: Safety, Health, and Well-Being at Amazon,” “safety is integral to everything that we do at Amazon—every day, in every operation, across every country,” and “we strive to be safer, every day for our employees, partners, and communities.”27 Our founder and Executive Chair emphasized our commitment to safety in his 2020 Letter to Shareholders, stating that Amazon would strive to be “Earth’s Best Employer and Earth’s Safest Place to Work.”28 Additionally, as we reaffirmed in our Amazon Global Human Rights Principles, we strive to be the most safety-centric organization in the world. 29 This includes providing a clean, safe, and healthy work environment where the health and safety of our workers is a key priority. For us, one incident is too many. We believe that all workers should come to work and return home safely. No matter who our employees are, where they work, or what they do, we are committed to their safety and well-being every day.

Available at https://safety.aboutamazon.com/delivered-with-care.

See https://www.aboutamazon.com/news/company-news/2020-letter-to-shareholders.

See https://sustainability.aboutamazon.com/people/human-rights/principles.

See https://press.aboutamazon.com/news-releases/news-release-details/body-mechanics-mindfulness-amazon-launches-employee-designed.

See https://www.aboutamazon.com/news/workplace/meet-employees-behind-amazons-new-health-and-wellness-program.

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advise on working safely. This sort of training is particularly effective in addressing and preventing musculoskeletal disorders (“MSDs”). We recognize that MSDs are common in the type of work that we do in our operations. We are committed to leading the way for workplaces around the world to proactively manage—and prevent—work-related MSDs by drawing on our expertise in innovation and technology and collaborating with proven thought leaders and scientists.

We are Transparent About Our Commitment to and Efforts to Improve Workplace Safety

Our “Delivered with Care” safety report and workplace safety website32 discuss our many initiatives to provide our associates a safe and healthy workplace. The report also includes extensive disclosure and detailed metrics reflecting our commitment to safety and the results we have achieved by implementing these various initiatives. Select highlights include:

•

Our Lost Time Incident Rate—a measure of the number of injuries and illnesses that result in time away from work—was 2.3 globally and 2.6 in the United States in 2020, a 43% and 49% improvement from 2019, respectively. In addition, our Recordable Incident Rate—which measures how often an injury or illness occurs at work—was 5.1 globally and 6.5 in the United States in 2020, a 24% and 25% improvement from 2019, respectively. We report how these incident rates compare to a variety of industries.

•

As part of our commitment to proactively manage and prevent work-related MSDs, in June 2021, we launched a five-year $12 million partnership with the National Safety Council, aimed at leveraging academic expertise and investment in breakthrough technologies to decrease the rate of occurrence of and expedite the recovery time from MSDs, both internally and industry-wide.33

•

Amazon’s Safety Leadership Index enables employees to use computers, workstations, or hand scanners to anonymously share their daily perceptions of safety. The process helps managers gauge safety sentiment at their site and take targeted action for improvement. This feedback system helps us address concerns, hear suggestions, and take action, like providing additional safety equipment at U.S. fulfillment centers, sort centers, and delivery stations.34

•

24 hours a day, 7 days a week, associates are able to provide direct feedback to their manager, their general manager, and even the CEO on what can be done to improve the safety of our facilities. They can do this via direct feedback, our Voice of the Associate (“VOA”) Boards, the Safety Leadership Index (discussed above), meetings, and our general open-door policy. In 2021, we addressed more than 210,000 comments, questions, and issues through the VOA Boards alone.

•

Our performance review process is designed to ensure that we review employee performance fairly and consistently, to identify employees for recognition and for support, and to account for daily changes to the business—all while prioritizing safe work performance and actions. We believe individual performance metrics are a key business tool for ensuring high-quality work, operational efficiency, and fairness in employee engagement. We assess performance based on safe and achievable expectations, accounting for tenure, peer performance, and adherence to safe work practices. Our employees, in addition to their regularly scheduled breaks, are able to take informal breaks to stretch, get water, or talk to a manager. In mid-2021, we updated our policy that measures the time employees are logged onto their work area. This measurement, along with direct employee feedback, helps us understand if there are any issues with tools and equipment that employees use to do their jobs. Employees are only questioned about unproductive time if they are regularly absent for long periods. In 2021, less than 0.4% of employees were separated from Amazon due to their inability to perform their jobs. Also in 2021, 83% of coaching was positive and was provided to employees who were meeting or exceeding expectations.

•

We rely on proactive data (inspections, assessments, and audits) to gauge whether we are focusing on the right risk controls, applying them correctly, and whether the controls are producing desired results. Thousands of safety inspections occur each day across our network. During these daily inspections, senior leaders from all the facility’s teams spend time on the production floor to evaluate the work environment, talk to associates about areas for improvement, and move learnings into immediate actions.

•

We recruit experts in occupational health, safety, industrial hygiene, transportation, public health, technology, data analytics, engineering, and operations to design and synthesize innovative safety solutions.

•

We have incurred more than $15 billion in COVID-19-related costs to help keep our employees safe and deliver for our customers, and also committed an additional over $300 million to non-COVID-19-related safety projects in 2021.

See https://www.aboutamazon.com/workplace/safety.

See https://press.aboutamazon.com/news-releases/news-release-details/amazon-and-national-safety-council-create-first-its-kind.

See https://www.aboutamazon.com/news/operations/safety.

2022 Proxy Statement 47

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•

In 2021, we received the prestigious Green Cross for Safety Innovation Award from the National Safety Council for our innovative Collision Avoidance Technology, which when mounted on fork trucks, enables fork trucks to sense the distance between vehicles and people and structures, so the vehicles can slow down or stop to avoid collisions. At the sites where this technology has already been deployed, we reduced our fork truck-related recordable incidents by 95% in 2020. We have rolled this out at 10 of our sites and are finalizing plans for global implementation.

•

By combining the science behind human behavior with engineering expertise, we are producing advanced wearable technology to improve safety in operations. To this end, we invested approximately $10 million into developing special safety vests for employees who work alongside, and maintain, our robotic pods. As another example, we are piloting wearable technology that uses real-time sensory feedback to alert the user of weak body postures and facilitate change in potentially detrimental habits. The pilot will determine the impact wearable technologies can have on improving associate posture and reducing MSD injury risks.

Our Board Is Intently Focused on Our Employees’ Well-Being and Success

Our commitment to support our employees is demonstrated by our competitive compensation and employee benefits. We are proud to offer competitive pay and comprehensive benefits, and our high wages have had a positive impact on other wages in local labor markets where Amazon operates and have helped boost local economies across the country.35 In the United States, the roles in fulfillment and transportation offer an average starting wage of more than $18 an hour—and up to $22.50 per hour in some locations.36 Relatedly, when evaluating 2021 compensation, including base compensation, cash bonuses, and stock, our reported data demonstrates that women globally and in the United States earned 99.8 cents and 99.9 cents, respectively, for every dollar that men earned performing the same jobs, and racial/ethnic minorities in the United States earned 99.2 cents for every dollar that white employees earned performing the same jobs.37 We continue to prioritize pay equity.

Additionally, we provide numerous benefits to our employees, including comprehensive medical benefits, a 401(k) plan with a Company match, and up to 20 weeks of parental leave (birth parents are eligible for up to 20 weeks of leave and partners up to six). We also know that the American workforce is changing—there is a greater need for technical skills in the workplace than ever before and a huge opportunity for people with the right skills to move into better paying jobs. Every employee at Amazon also has access to nine different Company-funded upskilling programs as part of Amazon’s $1.2 billion Upskilling 2025 pledge.38 Programs include Career Choice, an education benefit which fully funds tuition for employees to learn new skills for career success at Amazon or elsewhere, including Bachelor’s degrees, industry certifications designed to lead to in-demand jobs, and foundational skills such as English language proficiency, high school diplomas, and GEDs. We offer graduate-school-level training for our employees through Machine Learning University, a program designed to give current Amazon employees the chance to develop expertise in machine learning, growing critical skills in an area of rapidly expanding professional opportunities within Amazon. We are also proud to offer our employees the opportunity to participate in our Mechatronics and Robotics Apprenticeship Program. This program, which is registered with the U.S. Department of Labor, provides employees the opportunity to learn skills and technical knowledge needed to fulfill a technical maintenance role within our facilities. Those who complete the first phase of this program see an increase in their wages of up to approximately 40%, and those who complete the second phase see their average wage increase by up to an additional 48%.

Moreover, as part of WorkingWell, in partnership with Crossover Health, we have opened numerous Neighborhood Health Centers for employees and their families to access quality, convenient, and affordable healthcare whenever, and wherever, they need it. We also offer U.S. employees and their families access to telehealth and on-demand healthcare services through Amazon Care, which allows them to connect with a doctor in 60 seconds or less. In 2021, we launched a new mental health benefit called Resources for Living, offering free confidential mental health services to U.S. employees, their families, and members of their household, 24 hours a day, seven days a week.39

See https://www.aboutamazon.com/news/job-creation-and-investment/study-shows-amazons-wage-increase-to-15-an-hour-also-upped-pay-for-non-
amazon-workers.

See https://press.aboutamazon.com/news-releases/news-release-details/amazon-announces-plans-hire-125000-employees-hundreds-cities-and.

See https://www.aboutamazon.com/news/workplace/our-workforce-data.

See https://www.aboutamazon.com/workplace/upskilling-commitments.

See https://press.aboutamazon.com/news-releases/news-release-details/amazon-introduces-new-mental-health-benefit-all-us-employees-and.

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We Are Committed to Supporting and Increasing Diversity and Have Committed to Conducting a Racial Equity Audit

We serve diverse customers, operate in diverse communities, and rely on a diverse workforce. Diversity, equity, and inclusion are cornerstones of our continued success and critical components of our culture. As part of our existing commitment to human and civil rights, racial equity, diversity and inclusion, and nondiscrimination, we are conducting a racial equity audit. The focus of the audit will be to evaluate any disparate racial impacts on our nearly one million U.S. hourly employees resulting from our policies, programs, and practices. The audit will be conducted by attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and led by Loretta Lynch, the former Attorney General of the United States. We will publicly release the results from the audit once it is completed.

In addition, we have initiated numerous programs to assess and address concerns that have been raised regarding diversity and racial equality within our operations. Starting in 2020, our senior leadership team dove deep into the mechanisms we use to hire, develop, and promote employees, so that we can better identify opportunities to ensure equitable access for all. We also publicly announced ambitious 2020 and 2021 Company-wide goals for diversity, equity, and inclusion. 40 We know that diversity, equity, and inclusion matter and recognize that the advancement of diverse employees begins with proactive recruitment, retention, and development. We seek individuals from all backgrounds to join our teams, and we encourage people to bring their authentic, original, and best selves to work. We are committed to increasing gender and racial diversity, including among our leadership ranks. We believe “[d]iversity and inclusion are good for business—and more fundamentally—simply right,”41 and, as our founder and Executive Chair has stated, “[t]hese are enduring values for us—and nothing will change that.” We provide extensive statistical reporting on our workforce diversity and pay equity. We annually publish gender and race representation information on our diversity and inclusion website, which includes representation by job type, such as front-line associates, corporate employees, and senior leaders. In addition, to provide even greater transparency, we began publishing our consolidated EEO-1 reports in 2021. Amazon also annually provides information on compensation by gender and by race/ethnicity. Our Board is likewise dedicated to promoting diversity, equity, and inclusion at Amazon. The Board’s Leadership Development and Compensation Committee oversees and monitors our strategies and policies related to human capital management within Amazon’s workforce, including specifically overseeing and monitoring our policies on diversity, equity, and inclusion, corporate culture, compensation and benefits, and retention.

Our focus on diversity, equity, and inclusion has been independently recognized by the Human Rights Campaign’s Corporate Equality Index; the NAACP Equity, Inclusion, and Empowerment Index; the Disability Equality Index; and the 2019 American Foundation for the Blind Helen Keller Achievement Award. More information about Amazon’s diversity and inclusion efforts and employee demographics is publicly available at https://www.aboutamazon.com/workplace/diversity-inclusion.

Our Board Is Directly and Meaningfully Engaged In Oversight of Employee Well-Being and Workplace Safety

The full Board regularly oversees and reviews reports from management on various aspects of our business, including related risks and strategies for addressing them. The Board’s oversight of our activities encompasses workplace safety. We also have Board committees responsible for overseeing our risk management processes. For example, the Audit Committee is responsible for overseeing management of, among other things, operational risks. In addition, the Leadership Development and Compensation Committee is responsible for overseeing strategies and policies related to human capital management within the Company’s workforce, including workplace environment and safety and diversity (as discussed above). In managing and mitigating risks, we have shown a long history of commitment to workplace safety, by building robust programs that provide our associates with a safe and healthy workplace with appropriate rules and practices for reporting and proactively managing risk associated with injuries and illnesses, including unsafe conditions or behaviors.

We are committed to promoting a safe, healthy, and inclusive working environment and continuing to develop innovative technology to keep our associates safe. Our “Delivered with Care” safety report and our website already include extensive discussions on our efforts and commitment to employee well-being and workplace safety, and we also provide extensive statistical reporting on our workforce diversity and pay equity. In light of this, the Board recommends that shareholders vote against this proposal.

	The Board of Directors recommends a vote “AGAINST” this proposal requesting a report on worker health and safety differences.

See https://www.aboutamazon.com/news/workplace/diversity-equity-and-inclusion.

See https://www.aboutamazon.com/about-us/our-positions.

2022 Proxy Statement 49

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	ITEM 10—SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTING ON RISKS ASSOCIATED WITH THE USE OF CERTAIN CONTRACT CLAUSES

Beginning of Shareholder Proposal and Statement of Support:

RESOLVED:

Shareholders of Amazon.com, Inc. (“Amazon”) ask that the Board of Directors prepare a public report assessing the potential risks to the company associated with its use of concealment clauses in the context of harassment, discrimination and other unlawful acts. The report should be prepared at reasonable cost and omit proprietary and personal information.

SUPPORTING STATEMENT:

Concealment clauses are defined as any employment or post-employment agreement, such as arbitration, non-disclosure or non-disparagement agreements, that Amazon asks employees or contractors to sign which would limit their ability to discuss unlawful acts in the workplace, including harassment and discrimination.

WHEREAS:

Amazon wisely uses concealment clauses in employment agreements to protect corporate information, such as trade secrets. However, harassment and discrimination are not trade secrets, nor are they core to Amazon’s operations or needed for competitive reasons. Yet, Amazon’s employment agreements may prohibit their workers from speaking openly on these topics. Given this, investors cannot be confident in their knowledge of Amazon’s workplace culture.

A healthy workplace culture is linked to strong returns. McKinsey found that companies in the top quartile for workplace culture post a return to shareholders 60 percent higher than median companies and 200 percent higher than organizations in the bottom quartile.1 A study by the Wall Street Journal found that over a five-year period, the 20 most diverse companies in the S&P 500 had an average annual stock return almost six percentage points higher than the 20 least diverse companies.2

In contrast, a workplace that tolerates harassment invites legal, brand, financial and human capital risk. Companies may experience reduced morale, lost productivity, absenteeism and challenges in attracting and retaining talent.3 Employees who engage in harmful behavior may also be shielded from accountability.

Pinterest paid $22.5 million to settle a gender discrimination lawsuit brought by a former executive after years of binding employees who settled discrimination claims to concealment agreements. Shareholders ultimately sued Pinterest executives alleging a breach of fiduciary duty by “perpetrating or knowingly ignoring the long-standing and systemic culture of discrimination and retaliation.”4 Similarly, in 2020, Alphabet agreed to limit confidentiality restrictions associated with harassment and discrimination cases in a $300 million settlement of shareholder lawsuits alleging the company created a toxic work environment.5

In 2021, five women separately sued Amazon over alleged racial and gender discriminations6 and the National Labor Relations Board found Amazon illegally retaliated against employees for speaking out against the company’s climate and labor policies.7 Investors seek assurance that more missteps are not occurring at Amazon, hidden from view because of concealment clauses.

California law prohibits concealment clauses in employment agreements involving recognized forms of discrimination and unlawful activity.8 Amazon works under a patchwork of state laws related to the use of concealment clauses and may benefit from consistent practices across all employees and contractors.

https://www.mckinsey.com/business-functions/organization/our-insights/the-organization-blog/culture-4-keys-to-why-it-matters

https://www.wsj.com/articles/the-business-case-for-more-diversity-11572091200

https://conference.iza.org/conference_files/LaborMarkets_2021/sockin_j28322.pdf

https://www.institutionalinvestor.com/article/b1phvnsfffr2bp/Retirement-System-Sues-Pinterest-Board-and-Execs-Over-Discrimination

https://www.nytimes.com/2020/09/25/technology/google-sexual-harassment-lawsuit-settlement.html

https://www.washingtonpost.com/technology/2021/05/19/amazon-suit-race-gender-discrimination/

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https://www.cnbc.com/2021/09/29/amazon-settles-with-employees-who-said-they-were-fired-over-activism.html

https://www.marketwatch.com/story/silenced-no-more-act-becomes-law-in-california-crippling-ndas-11633705395

End of Shareholder Proposal and Statement of Support

	RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 10

	Why We Recommend You Vote Against This Proposal
	• We have already prepared the requested report and disclosed the information sought by this proposal. As discussed in more detail in the report, we do not include the types of confidentiality clauses mentioned in the proposal in the agreements our employees sign when hired, nor do we impose such restrictions through our Code of Business Conduct and Ethics or any other policies applicable to our employees. • We also support every employee’s right to speak freely about their work environment regardless of whether they have positive or critical perspectives or experiences. • In the limited circumstances when we may use these types of confidentiality clauses, such as when entering into a mutually agreed separation and severance agreement with an employee or when resolving claims made by an employee or former employee through a settlement agreement, the clauses do not prohibit the individual from reporting concerns about allegedly unlawful conduct to appropriate law enforcement bodies or government regulators. • We take any allegations of unlawful conduct, including discrimination and harassment, very seriously. We carefully review and investigate allegations of conduct that is unlawful or violates our policies, regardless of the position of the individual involved and regardless of whether we enter into a settlement agreement with the person making the claims. Also, the Leadership Development and Compensation Committee of the Board of Directors, comprised of independent directors, receives detailed quarterly updates on any allegations of unlawful discrimination and harassment against employees in vice-president-level positions or above or employees investigated on behalf of Amazon by an external investigator. • Given that we have already prepared the report requested in the proposal and given our policies and practices related to supporting employees’ ability to speak freely about discrimination, harassment, and other unlawful acts in the workplace, we recommend that shareholders vote against this proposal.

We recognize that our employees are critical to our success, and we strive to be Earth’s best employer. We work hard to foster a work environment in which all employees are empowered to do their best work, free of discrimination, harassment, or other unlawful conduct. As we highlight in our Code of Business Conduct and Ethics, we provide equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. We take any allegations of unlawful conduct, including discrimination and harassment, very seriously.

We Have Already Prepared the Requested Report

To supplement our existing disclosures about our policies regarding discrimination and harassment, we published the report requested by the proposal discussing the limited circumstances when we enter into agreements with employees containing confidentiality clauses, including non-disclosure or non-disparagement clauses, that could restrict an employee’s ability to publicly discuss allegations of unlawful acts in the workplace and the risks associated with our limited use of such clauses.42 We shared our report with the proponents and requested they withdraw the proposal, but the proponents declined. While we respect their right not to withdraw, we believe our disclosures address their concern. Key disclosures from that requested report are summarized below.

We Do Not Include These Types of Confidentiality Clauses in Our Employee Hiring Agreements

We support every employee’s right to speak freely about their work environment regardless of whether they have positive or critical perspectives or experiences. To embed this in our Company culture, the agreements that our employees sign when

See Fostering a Work Environment Free of Discrimination and Harassment, available at https://www.aboutamazon.com/news/workplace/fostering-a-work-environment-free-of-discrimination-and-harassment.

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they are hired, our Code of Business Conduct and Ethics, and any other applicable policies permit employees to discuss or report publicly any concerns over allegedly unlawful conduct in their work environment, including discrimination and harassment. Amazon’s external communications policy outlines that “employees (including hourly fulfillment center employees) may freely communicate about their personal work experiences at Amazon without PR approval, including posting on social media such as Glassdoor, Twitter, and Instagram, and are encouraged to do so. This includes communications about (a) Amazon’s wages, hours, or working conditions, (b) whistleblowing, or (c) other activities protected by applicable law.”

There are limited circumstances when we enter into agreements with these types of confidentiality clauses, such as when entering into a mutually agreed separation and severance agreement with an employee or when resolving claims made by an employee or former employee through a settlement agreement, in compliance with local laws. Because these agreements are typically intended to resolve all claims or allegations that have been or could be made by the employee or former employee, it is common practice to ask that the individual no longer publicly repeat claims or allegations or make new ones once they agree to the resolution. The confidentiality clauses do not prohibit individuals from reporting concerns about allegedly unlawful conduct to appropriate law enforcement bodies or government regulators. These agreements are often (but not always) individually negotiated, are mutually agreed, and involve payment to the employee or former employee, and the individual has the right to be advised by a lawyer or seek other advice on whether to enter into the agreement.

We Take Seriously and Investigate All Allegations of Unlawful Conduct in the Workplace

We work hard to help ensure that employees know that we take any allegation of unlawful conduct in our workplace extremely seriously. We provide employees with easy access to mechanisms for reporting and addressing concerns and offer training to employees on topics covered within our Code of Business Conduct and Ethics. This includes details on how to submit anonymous complaints to Amazon’s third-party ethics hotline.

We carefully review and investigate allegations of conduct that is unlawful or violates our policies, regardless of the position of the individual involved and regardless of whether we enter into a settlement agreement with the person making the claims. We do not allow retaliation against an employee for reporting misconduct by others in good faith. To maintain proper oversight of these matters, our senior leadership team receives regular updates on allegations of unlawful discrimination and harassment and is kept apprised of the progress and findings of the resulting investigation. In addition, if there are any allegations of unlawful discrimination and harassment against employees in vice-president-level positions or above, the Leadership Development and Compensation Committee of the Board of Directors, comprised of independent directors, receives detailed quarterly updates on such allegations, as well as on any employees investigated on behalf of Amazon by an external investigator. If, upon completion of an investigation, an employee is found to have engaged in unlawful conduct or to have violated our policies, we take appropriate action to discipline the employee, which can include termination of employment, regardless of that employee’s position or tenure at Amazon.

We Have Considered the Potential Risks to Amazon of Our Limited Use of These Types of Confidentiality Clauses

Following the proposal’s request to assess the potential risks to Amazon of our use of these types of confidentiality clauses, we have considered whether our limited use of these clauses may be perceived as reducing accountability, whether investors or others could lack confidence about their ability to understand Amazon’s workplace culture, and whether stakeholders, including employees and customers, may not understand how such provisions operate or that our use of them is limited, and that any such misperception could affect our ability to attract and retain talented employees or otherwise harm our reputation as an employer.

We do not believe this to be the case. We work to mitigate these potential risks through our policies and practices, including those discussed above and in the requested report, and by being candid and transparent about not using these kinds of clauses other than in the limited context we have described. We investigate allegations of unlawful conduct, provide for senior management and independent Board oversight of such investigations, and do not restrict employees from reporting concerns about allegedly unlawful conduct to the appropriate law enforcement bodies or government regulators. Finally, our external communications policy and other similar policies allow and encourage employees to use social media to inform others about their workplace experience at Amazon, as reflected in widespread media coverage presenting many viewpoints on our workplace culture. We believe that these policies and practices demonstrate our commitment to providing our employees a work environment that is free of discrimination, harassment, or other unlawful conduct.

In light of the fact that we already published the report requested by the proposal, which discusses our limited use of these types of confidentiality clauses and the risks associated with such use, we believe that additional reporting on this topic is

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unnecessary. As described in the report, we do not include these confidentiality clauses in the agreements our employees sign when hired, nor do we impose such restrictions through our Code of Business Conduct and Ethics or any other policies applicable to our employees, and, in the limited circumstances when we may use these types of confidentiality clauses, the clauses do not prohibit the individual from reporting concerns about allegedly unlawful conduct to the appropriate law enforcement bodies or government regulators. Therefore, the Board recommends shareholders vote against the proposal.

	The Board of Directors recommends a vote “AGAINST” this proposal requesting additional reporting on risks associated with the use of certain contract clauses.

	ITEM 11—SHAREHOLDER PROPOSAL REQUESTING A REPORT ON CHARITABLE CONTRIBUTIONS

Beginning of Shareholder Proposal and Statement of Support:

Request for Charitable Donation Disclosure

RESOLVED:

The shareholders request that Amazon.com, Inc. (“Company”) provide a report, published on the company’s website and updated semi-annually – and omitting proprietary information and at reasonable cost – that discloses, itemizes and quantifies all Company charitable donations, aggregated by recipient name & address each year for contributions that exceed $999 annually.

This report shall include:

Monetary and non-monetary contributions made to non-profit organizations operating under Section 501(c)(3) and 501(c)(4) of the Internal Revenue Code, and any other public or private charitable organization;

Policies and procedures for charitable contributions (both direct and indirect) made with corporate assets;

Rationale for each of the charitable contributions.

SUPPORTING STATEMENT:

Amazon.com, Inc.’s assets belong to its shareholders. The expenditure or distribution of corporate assets, including charitable contributions, should be consistent with shareholder interests. Accordingly, the Company’s policies and procedures for charitable contributions should be disclosed to shareholders.

Company executives exercise wide discretion over the use of corporate assets for charitable purposes. Absent a system of transparency and accountability for charitable contributions, Company executives may use Company assets for objectives that are not shared by and may be inimical to the interests of the Company and its shareholders.

Current disclosure is insufficient to allow the Company’s Board, its shareholders, and its current and prospective customers to fully evaluate the charitable use of corporate assets.

There is currently no single source providing shareholders the information sought by this resolution.

End of Shareholder Proposal and Statement of Support

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	RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 11

	Why We Recommend You Vote Against This Proposal
	• Amazon leverages its scale and assets for good to support charitable organizations and communities around the world. • Examples include the Amazon Housing Equity Fund, a commitment of more than $2 billion to preserve and create affordable homes in our hometown communities, and the AmazonSmile program, through which Amazon has donated more than $350 million to tens of thousands of charitable organizations supported by our customers. • Our existing disclosure on our charitable contributions provides ample information for our shareholders to understand the nature of our charitable activities. • We have an appropriate level of oversight for our charitable contributions in which significant charitable contributions are made only after an extensive internal review and approval by senior leaders.

We Leverage Our Scale and Assets to Support Charitable Organizations and Communities Around the World

Amazon believes in leveraging our scale and assets for good to support charitable organizations and strengthen communities where our employees and customers live and work. We work side by side with, and support, community partners to build long-term, innovative programs that will have a lasting positive impact on our communities.43

Examples of our work in communities include the Amazon Housing Equity Fund, which we established in 2021 to provide more than $2 billion in below-market loans and grants to preserve and create affordable homes for individuals and families earning moderate to low incomes in our three hometown communities—Washington state’s Puget Sound region; the Washington, D.C., and Arlington, Virginia, metropolitan areas; and Nashville, Tennessee—and $125 million in grants to minority-led organizations and public agencies to help them build a more inclusive solution to the affordable housing crisis.44 Amazon’s first commitments of more than $869 million will make up to 5,300 affordable apartment homes available in these communities with more investments to come. Amazon has also committed more than $130 million to our non-profit partners who are working to fight homelessness. We have provided more than $100 million in cash and in-kind donations to Mary’s Place to enable them to operate the largest family homeless shelter in Washington state inside one of our newest headquarters buildings in downtown Seattle, spanning eight floors and accommodating up to 200 family members each night.45

Through AmazonSmile, we have donated more than $350 million globally to tens of thousands of charitable organizations since 2013.46 Organizations around the world have been able to expand their work and make a meaningful impact in their communities thanks to these donations and customers who shop through the AmazonSmile program. AmazonSmile allows our customers, at no additional cost, to choose and support their favorite charitable causes by offering tens of millions of eligible items from which the AmazonSmile Foundation will donate 0.5% of the purchase price to charitable organizations pre-selected by customers. Donations from AmazonSmile have supported hundreds of thousands of non-profits, including Save the Children, where funds have provided temporary learning centers to more than 3,500 children who are out of school amid conflict and food to more than 14,000 children missing meals during the pandemic, and Doctors Without Borders, where AmazonSmile donations have helped save lives in more than 70 countries around the world.47 Charitable organizations must meet the requirements outlined in our participation agreement to be eligible for AmazonSmile. Organizations that engage in, support, encourage, or promote intolerance, hate, terrorism, violence, money laundering, or other illegal activities are not eligible to participate. If at any point an organization violates this agreement, its eligibility will be revoked. Since 2013, Amazon has relied on the U.S. Office of Foreign Assets Control and other third-party organizations to provide the data for these determinations.

See https://www.aboutamazon.com/impact/community; see also Amazon Sustainability 2020 Report: Further and Faster, Together, available at https://sustainability.aboutamazon.com/pdfBuilderDownload?name=amazon-sustainability-2020-report.

See https://www.aboutamazon.com/impact/economy/housing-equity/fund.

See https://www.aboutamazon.com/news/community/opened-during-the-pandemic-providing-shelter-and-hope-for-years-to-come.

See https://www.aboutamazon.com/impact/community/amazonsmile.

See https://www.aboutamazon.com/news/community/amazonsmile-donations-help-charities-make-a-difference-around-the-world.

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Our Existing Disclosures on our Charitable Activities Render the Requested Report Unnecessary

The disclosures we already make available through our Community Impact website48 provide ample information for our shareholders to understand the nature of our charitable activities, and significant charitable contributions are made only after an extensive internal review and must be approved by senior leaders. Additional disclosure requested by the proposal would not provide useful or meaningful information to our shareholders. Adoption of the reporting requirements contemplated by the proposal would only incur unnecessary expense, increase administrative costs, and impose inefficient procedures. Therefore, the Board recommends shareholders vote against the proposal.

	The Board of Directors recommends a vote “AGAINST” this proposal requesting a report on charitable contributions.

	ITEM 12—SHAREHOLDER PROPOSAL REQUESTING ALTERNATIVE TAX REPORTING

Beginning of Shareholder Proposal and Statement of Support:

Resolution: Tax Transparency

RESOLVED: Shareholders request that the Board of Directors issue a tax transparency report to shareholders, at reasonable expense and excluding confidential information, prepared in consideration of the indicators and guidelines set forth in the Global Reporting Initiative’s (GRI) Tax Standard.

Supporting Statement

Profit shifting by corporations is estimated to cost the US government $70 – 100 billion annually.1 Globally, the OECD estimates it costs of $100 – 240 billion.2 The PRI, representing investors with $89 trillion AUM, argues that tax avoidance is key driver of global inequality.3

With the COVID-19 pandemic resulting in large deficits for many governments, there has been increased government and community focus on whether corporations are paying a “fair share” of tax and contributing to societies where profits are earned. 90% of companies believe that the financial impacts of the pandemic may lead to more tax disputes, while 38% expect authorities to become more rigorous in tax examinations.4

In October 2021, 136 countries agreed to a framework for global tax reform.5 In the US, increases in infrastructure and social spending are linked to tax reforms.6 The proposed Disclosure of Tax Havens and Offshoring Act will require public country-by-country reporting (CbCR) of financial (including tax) data by SEC-registered companies. In November 2021, the European Union approved a directive to implement a form of public CbCR for multinationals operating in the European Union with group revenue of over $860 million.7

Currently, Amazon does not disclose revenues, profits or tax payments in non-US markets, challenging investors’ ability to evaluate the risks to our company of taxation reforms, or whether Amazon is engaged in responsible tax practices that ensure long term value creation for the company and the communities in which it operates. Amazon’s approach to taxation has been repeatedly challenged by tax authorities globally.8 In 2020, Amazon was singled out by President Biden as having paid no federal corporate income tax in the US.9

The GRI Standards are the world’s most utilized reporting standard.10 The GRI Tax Standard was developed in response to investor concerns regarding the lack of corporate tax transparency and the impact of tax avoidance on governments’ ability to fund services and support sustainable development.11 It is the first comprehensive, global standard for public tax disclosure and requires public reporting of a company’s business activities, including revenues, profits and losses, and tax payments within each jurisdiction.12

This proposal would bring our company’s disclosures in line with leading companies who already report using the Tax Standard.13 Our company already reports CbCR information to OECD tax authorities privately, so any increased reporting burden is negligible.

See https://www.aboutamazon.com/impact/community.

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https://thefactcoalition.org/trillions-at-stake-behind-the-numbers-at-play-in-u-s-international-corporate-tax-reform/.

https://www.washingtonpost.com/us-policy/2020/11/19/global-tax-evasion-data/

https://www.globalreporting.org/about-gri/news-center/backing-for-gri-s-tax-standard/

https://www2.deloitte.com/content/dam/Deloitte/global/Documents/dttl-tax-beps-survey-2021-report.pdf

https://www.oecd.org/tax/international-community-strikes-a-ground-breaking-tax-deal-for-the-digital-age.htm.

https://thefactcoalition.org/international-tax-reform-in-build-back-better-act-a-promising-start/

https://www.internationaltaxreview.com/article/b1vf7yc65qpzcd/this-week-in-tax-eu-on-track-for-public-cbcr-by-2023

https://www.reuters.com/article/us-france-amazon-tax-idUSKBN1FP1FU; https://www.theguardian.com/technology/2017/oct/04/amazon-eu-tax-irish-government-apple

https://www.reuters.com/article/us-usa-biden-amazon-taxes-idUSKBN2BN3LL

https://assets.kpmg/content/dam/kpmg/xx/pdf/2020/11/the-time-has-come.pdf

https://www.globalreporting.org/about-gri/news-center/backing-for-gri-s-tax-standard/

https://www.globalreporting.org/standards/media/2482/gri-207-tax-2019.pdf

https://www.globalreporting.org/about-gri/news-center/momentum-gathering-behind-public-country-by-country-tax-reporting/

End of Shareholder Proposal and Statement of Support

	RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 12

	Why We Recommend You Vote Against This Proposal
	• We support corporate tax codes that incentivize investment in the economy and job creation. • We already report on our tax contributions and other economic contributions in the United States and many other countries around the world. In the United States, for 2021, our tax contributions included $2.3 billion in federal income tax expense; $5.2 billion in federal taxes that include employer payroll taxes, customs duties, and other taxes and fees; more than $4 billion in state and local taxes of all types; and $22 billion in sales taxes we collected and remitted on behalf of states and localities throughout the United States. We also publicly reported on our total tax contributions in other countries, including the United Kingdom, Italy, France, and Spain. • While we expect to be required to report country-by-country tax information for European Union countries and certain other countries following the European Parliament’s recent vote to require certain companies to publicly disclose such information, we believe the prescriptive granularity of the GRI Tax Standard’s reporting would potentially force disclosure of competitively sensitive information about our operations and cost structures and would hamper our ability to make operational decisions. • Our U.S. taxes reflect our commitment to investment in innovation, our employees, and our communities.

We Support Corporate Tax Codes that Incentivize Investment in the Economy and Job Creation

As stated in our positions,49 we believe that corporate tax codes should incentivize investment in the economy and job creation, and, particularly between countries, should be coordinated to have neither loopholes that permit artificially lower tax rates, nor overlaps that cause higher tax rates or redundant taxation, because these distort company behavior in ways that do not benefit consumers or the ~~“Company”~~economy. We support the Organisation for Economic Co-operation and Development and its work with global governments to review the international tax system and secure consensus on these points. As stated by our founder and Executive Chair in 2021, we are supportive of an increase in the corporate tax rate as the U.S. government makes “bold investments in American infrastructure” and we look forward to “Congress and the administration coming together to find the right, balanced solution that maintains or enhances U.S. competitiveness.”50

We Already Provide Information About Our Tax Contributions

In our publicly filed annual and quarterly reports to the Securities and Exchange Commission, we provide extensive and detailed disclosure of our income tax contributions in accordance with accounting principles generally accepted in the United

See https://www.aboutamazon.com/about-us/our-positions.

See https://www.aboutamazon.com/news/policy-news-views/a-message-from-jeff-bezos.

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States. We also publicly report on our website on our total tax contributions in the United States and, contrary to the proponent’s assertion, other countries, including the United Kingdom, Italy, France, and Spain.51 For example, our blog discloses that Amazon’s 2021 tax contributions in the United States included:

•

$2.3 billion in federal income tax expense;

•

$5.2 billion in federal taxes that include employer payroll taxes, customs duties, and other taxes and fees;

•

More than $4 billion in state and local taxes of all types; and

•

$22 billion in sales taxes we collected and remitted on behalf of states and localities throughout the United States.

This proposal requests that we expand our current disclosures to include country-by-country tax reporting in accordance with the GRI Tax Standard. This type of disclosure would require us to provide additional granular data that is neither useful nor informative to our investors. While the proponent claims reporting under the GRI Tax Standard would bring the Company in line with other “leading companies who already report using” this standard, the article it cites identifies only one U.S.-based corporation and only four European based corporations that report under the standard. Moreover, our total tax contribution reports also already include more detailed disclosures than many peer U.S. companies. Further, while we expect to be required to report country-by-country tax information for European Union countries and certain other countries following the European Parliament’s recent vote to require certain companies to publicly disclose such information, we believe the GRI Tax Standard’s prescriptive granularity would potentially force disclosure of competitively sensitive information about our operations and cost structures ahead of regulations applying to large businesses and would hamper our ability to make operational decisions.

In addition, providing disclosure solely on our rate of income tax distorts the other significant tax contributions we make such as property taxes, payroll taxes, taxes on gross receipts, and the many other taxes we pay in the communities in which we operate. The disclosures requested by the proposal would also fail to take into account the investments we have made in the economy and job creation as a result of incentives built into tax laws—investments that tax laws encourage companies to make. In many instances, we provide country-by-country information that does take into account these investments. For example, we currently report on our investments for all 18 European countries where we have a presence.52 Providing country-by-country tax disclosures will not address the proponent’s concerns to the extent they relate to incentives and policy considerations behind existing tax codes.

Our U.S. Taxes Are a Reflection of Our Commitment to Investments in Innovation, Our Employees, and Our Communities

We are strongly committed to innovating and making high-impact investments to keep our employees safe, serve our customers, and benefit the communities in which we operate. Like most governments that seek to encourage economic investment by companies, the U.S. Congress has written a tax code that incentivizes job creation, capital investment, the development of new technology, and employee ownership—all of which are priorities for Amazon and critical drivers of a prosperous economy.

Amazon plays a key role in helping fund public services and infrastructure throughout the country. We do this through the taxes we pay and the taxes we collect and remit on behalf of our customers, employees, and third-party sellers. The taxes we pay include federal and state income taxes, payroll taxes, sales and use taxes, property taxes, gross receipts taxes, and customs duties. We collect and remit sales taxes across our marketplaces as well as payroll taxes on behalf of employees. By collecting and remitting taxes on behalf of our customers and sellers, we help reduce compliance costs and ensure that state and local governments receive revenues on a timely basis. We also support federal investments in American infrastructure to enhance U.S. competitiveness, including an increase in the corporate tax rate to fund it.

We continue to invest heavily and aggressively to create great new jobs. Our investments have contributed to economic growth, helping to grow the U.S. economy by nearly half-a-trillion dollars since 2010. In 2020, the Progressive Policy Institute ranked Amazon as the No. 1 U.S. company investing in America. We have created more jobs than any other company over the last decade, and also we support more than 1.6 million indirect jobs–in construction, professional services, healthcare, and other industries—that help communities nationwide thrive. We now have more than 1.6 million employees worldwide. We

See https://www.aboutamazon.com/news/policy-news-views/amazon-is-investing-in-american-jobs-workers-and-communities;
https://blog.aboutamazon.co.uk/jobs-and-investment/2020-amazons-economic-impact-in-the-uk; https://www.aboutamazon.it/impatto-economico-amazon-italia; https://blog.aboutamazon.eu/job-creation-and-investment/amazon-a-positive-impact-for-the-french-economy; https://www.aboutamazon.es/inversion-y-creacion-de-empleo/amazon-10-a%C3%B1os-en-espa%C3%B1a.

See https://www.aboutamazon.eu/map/investing-in-europe.

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invest in our employees by providing, in the United States, an average starting wage of at least $18 an hour, and our full-time employees receive comprehensive benefits like healthcare, 401(k) Company matching, and up to 20 weeks of paid parental leave.

As reflected in our published information regarding our tax and other economic contributions, we are committed to investing, inventing, creating jobs, and working to enhance the communities where we operate. We are pleased to play a role in creating opportunity and driving innovation and prosperity through our investments around the world.

	The Board of Directors recommends a vote “AGAINST” this proposal requesting alternative tax reporting.

	ITEM 13—SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTING ON FREEDOM OF ASSOCIATION

Beginning of Shareholder Proposal and Statement of Support:

RESOLVED: that shareholders of Amazon Inc. (“Amazon”) urge the Board of Directors ~~(the “Board”)~~ to ~~adopt~~produce a report analyzing how Amazon’s current human rights policies and practices protect the rightful application of the fundamental rights of freedom of association and collective bargaining as guaranteed by the ILO Declaration on Fundamental Principles and Rights at Work and the UN Universal Declaration of Human Rights. The report should include information on whether, and if so how, input from affected stakeholders was taken into account. The report, prepared at reasonable cost and omitting confidential or proprietary information, should be publicly disclosed on the Company’s website.

SUPPORTING STATEMENT:

Freedom of association and collective bargaining are fundamental human rights protected by national and international legal standards including the ILO Declaration on Fundamental Principles and Rights at Work and the UN Universal Declaration of Human Rights.

According to the ILO Freedom of association and collective bargaining permits workers and companies “to attain beneficial and productive solutions to potentially conflictual relations between workers and employers” and promotes “peaceful, inclusive and democratic participation of representative workers’ and employers’ organizations.” These intrinsically related fundamental human rights play an important role in democratic societies. Collective bargaining entities help facilitate and enhance “the ability of their members to exercise core civil liberties.

Amazon recently enacted its Global Human Rights Principles, which states the Company’s commitment to the UN Guiding Principles on Business and Human Rights. However, the company has not demonstrated how its human rights policies and practices protect workers’ rights to freedom of association and collective bargaining. These rights are also guaranteed by the aforementioned instrument.

Over the past years, the Company has been subject to overwhelming negative media coverage in the U.S and internationally accusing the company of limiting these fundamental rights through anti-unionization tactics including allegations of intimidation strategies, retaliation actions and surveillance systems.

The misalignment between the Company’s public commitments and these reports represents material reputational, legal and operational risks to its shareholders. Some shareholders have themselves come under scrutiny for investing in companies that are linked to human rights abuses, making effective due diligence on the company’s human rights practices material to their investment choices.

Therefore, it is crucial for shareholders to understand how Amazon’s human rights policy and practices align with the fundamental rights of freedom of association and collective bargaining. Greater transparency on these issues would help address concerns about the Company’s reputation, clarify its commitment to basic human rights, and enable investors to perform their own human rights due diligence according with their fiduciary duty and protect long-term shareholder value.

End of Shareholder Proposal and Statement of Support

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	RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 13

	Why We Recommend You Vote Against This Proposal
	• We have already prepared the requested report and disclosed the information sought by this proposal. • As discussed in more detail in the report, our human rights commitment and approach are informed by leading international standards and frameworks developed by the United Nations and the International Labour Organization, which recognize the right to freedom of association and collective bargaining, and we use the framework of the United Nations Guiding Principles on Business and Human Rights (“UNGPs”) to guide our approach. • Our policies afford employees the freedom to form or join a labor organization or other lawful organization of their selection, collective bargaining, direct and indirect participation in workplace consultation structures, and access to redress mechanisms. We embed these policies across our business with direct employee involvement. • Our employees’ voices are critical to us, so we also go beyond mere compliance with legal requirements by listening and responding to ideas and concerns of our employees, empowering them to communicate and provide feedback through various formal and informal mechanisms.

We Have Already Prepared the Requested Report

Amazon employees are the foundation of our success as a company, and we are committed to respecting the fundamental human rights and the dignity of workers everywhere we operate around the world. To supplement our existing disclosures, we published the report requested by the proposal disclosing how our human rights commitment and approach are informed by leading international standards and frameworks developed by the United Nations and the International Labour Organization, which recognize the right to freedom of association and collective bargaining, and how we use the framework of the UNGPs to guide our approach.53 The report also discusses how we take into account input from the stakeholders primarily impacted by these issues – our employees. We shared our report with the proponents and requested they withdraw the proposal, but the proponents declined. While we respect their right not to withdraw, we believe our disclosures address their proposal. Key disclosures from that requested report are summarized below.

We are Intently Focused on Respecting Employees’ Human Rights and Our Policies Respect Freedom of Association and Collective Bargaining

The UNGPs are the global authoritative framework on business and human rights. Under this framework, governments have the duty to protect internationally recognized human rights, while businesses have the responsibility to respect human rights. Both governments and business must enable access to effective remedy. Aligning with the UNGP framework, Amazon’s policies and practices, including our Global Human Rights Principles,54 Supply Chain Standards,55 and Code of Business Conduct and Ethics,56 are designed to ensure respect for the rights of freedom of association and collective bargaining while, at the same time, complying with the legal requirements of the countries where we operate. Our policies afford employees the freedom to form or join a labor organization or other lawful organization of their selection, collective bargaining, direct and indirect participation in workplace consultation structures, and access to redress mechanisms. We embed these policies across our business with direct employee involvement.

We have more than 1.6 million employees worldwide. We operate across the globe, including in Africa, Asia-Pacific, Europe, India, Latin America, the Middle East, and North America. Everywhere we operate, we comply with applicable local laws related to freedom of association and collective bargaining and respect internationally recognized human rights. When there are gaps in governance or conflicting legal requirements, we follow the UNGPs and seek ways to honor the principles of internationally recognized human rights.

See Amazon’s Human Rights Commitment, Policy and Practice: Freedom of Association and Collective Bargaining, available at https://www.aboutamazon.com/news/policy-news-views/amazons-human-rights-commitment-policy-and-practice.

Supplier Code of Conduct, available at https://sustainability.aboutamazon.com/amazon_supply_chain_standards_english.pdf.

Code of Business Conduct and Ethics, available at https://ir.aboutamazon.com/corporate-governance/documents-and-charters/code-of-business-conduct-and-ethics/default.aspx.

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Our Practices Respect Freedom of Association and Collective Bargaining

Freedom to form or join organizations. Our employees have the fundamental human and labor right to form or join organizations. The scope and purpose of these organizations varies from traditional trade union structures to solidarity and support groups. This freedom is buttressed by our respect for freedom of opinion and expression, and our commitment to non-discrimination and non-retaliation that ensures equal treatment for union and non-union employees.

Freedom to bargain collectively. Globally, we apply or are party to dozens of collective bargaining agreements at national, regional, sectoral, and enterprise levels. The agreements cover key topics in the employment relationship, including wages, hours, and other terms and conditions of employment.

Workplace participation and representation. Most countries have systems of direct or indirect employee participation in the workplace. Direct participation means that employees and management have direct interactions, whereas indirect participation means that elected employee representatives are involved in the process. These systems may be statutory or non-statutory, and involve varying degrees of access to information, consultation, and decision making at either the site or the company level.

Works councils exist in most European countries. The works council is a representative body elected by employees that has a right to information, consultation, and sometimes co-determination, including approval of certain management decisions or measures that impact employees. Works councils can also propose items or topics for discussion with management. We have numerous sites in Europe with employee representative bodies, many of which have trade union representatives serving on them. In Europe, we are party to hundreds of works council agreements. We are also in the process of establishing a European works council that would provide employee representation across our sites in the European Union.

We have dozens of Associate Forums in which employees, elected by their peers, meet directly with site management at regular intervals to share ideas, concerns, information, and feedback, giving employees and managers an opportunity to directly engage on key decisions that affect the site or employee experience, including working practices, shift schedules, and employee well-being.

In addition to these indirect forms of participation, Amazon provides and supports channels for direct employee participation, which are discussed in greater detail in the report:

•

Associate Roundtable Meetings. Associate Roundtable meetings provide employees and managers a meaningful opportunity to discuss issues, ask questions, and get immediate feedback. Roundtable meetings are used globally; the exact cadence varies by business line and site.

•

Connections. Connections is a real-time, Company-wide employee feedback mechanism designed to listen to and learn from employees at scale to improve the employee experience. Each day, Connections questions are delivered to every Amazon employee on a computer, a workstation device, or a hand scanner. More than 1.5 million responses from employees are generated daily across Amazon, including Corporate, Amazon Web Services, World Wide Operations, and Last Mile delivery.

•

Voice of the Associate Boards. Voice of the Associate Boards are physical and virtual boards operated in our fulfillment centers around the globe. These Boards provide employees a forum for expressing their concerns, offering suggestions, and asking questions on a daily basis. Management teams reply directly to questions, promoting dialogue and efficient remediation of issues. Content that involves worker rights, collective bargaining, and unions is freely shared. In 2021, our managers received and responded to more than 210,000 comments, questions, and issues raised on the Voice of the Associate Boards.

•

Regular In-Person Meetings. In-person meetings include all-hands meetings with general managers, stand-up meetings with direct supervisors, and one-on-one meetings. These in-person meetings serve to provide employees daily opportunities to engage with management, raise issues, and make suggestions to continually improve the workplace.

Access to remedy. Our commitment to respecting human and labor rights includes enabling access to effective remedies. Our employees have multilayered protections and remedies, both internal and external. We encourage active reporting of employee issues and concerns without fear of reprisal, intimidation, or harassment. We provide training to employees on topics covered within the Code of Business Conduct and Ethics, including how to submit anonymous complaints. First and foremost, any employee can go directly to Human Resources, the Legal Department, or any manager with a suggestion, concern, feedback, or complaint.

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We have a variety of additional effective mechanisms that allow our employees to raise grievances and seek remedy. Employees bring questions or report suspected violations of the Code of Business Conduct and Ethics through our global Ethics Line, which is managed by an independent third party. Calls to the Ethics Line may be made anonymously on request. Employees can also raise questions or concerns through our A to Z app. Other intake avenues include, for example, the Employee Resource Center, the Safety team, and Security.

We also provide employees access to a complaints system known as Executive Escalations. An employee can email a suggestion or complaint to a member of Amazon’s senior leadership team, including our CEO, VPs, and other senior leaders. Escalations are independently reviewed by Human Resources, used as a learning opportunity, and may be used to update our processes to prevent gaps in the future. Amazon reports its findings to our senior leaders and stakeholders within the business.

We carefully review and investigate all allegations of unlawful conduct or other conduct that violates any of our policies, regardless of the position of the individual involved. We do not allow retaliation against any employee for reporting misconduct by others in good faith. Upon completion of each investigation, we take appropriate action against anyone who we found to have engaged in unlawful conduct or to have violated our policies.

In several countries, our employees can appeal certain disciplinary actions involving final written warnings and terminations. A second level manager or general manager may review the issues raised in an appeal, including management decisions, to determine if a policy or practice was applied properly and consistently. In some countries where we have works councils or union representation, employees can go to ~~require~~their local employee representative bodies to address concerns or file complaints. These representative bodies have established mechanisms and processes to bring the concerns to the attention of Amazon management teams. In addition, employees always have access to any local judicial or statutory remedies or enforcement mechanisms available in their countries. We do not restrict employees from reporting concerns about allegedly unlawful conduct through any locally available external mechanism.

In light of the fact that we already published the ~~Chair~~report requested by the proposal, which analyzes how our policies and practices respect the rightful application of the fundamental rights of freedom of association and collective bargaining and how we take into account input from our employees, we believe that additional reporting on this topic is unnecessary. Therefore, the Board recommends shareholders vote against the proposal.

	The Board of Directors recommends a vote “AGAINST” this proposal requesting additional reporting on freedom of association.

	ITEM 14—SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTING ON LOBBYING

Beginning of Shareholder Proposal and Statement of Support:

Whereas, full disclosure of Amazon.com Inc’s (“Amazon”) lobbying activities and expenditures to assess whether its lobbying is consistent with Amazon’s expressed goals and shareholders’ best interests.

Resolved, shareholders request the preparation of a report, updated annually, disclosing:

Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.

Payments by Amazon used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.

Description of management’s and the Board’s decision-making process and oversight for making payments described in sections 2 above.

For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which Amazon is a member.

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Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels.

The report shall be presented to the Audit Committee and posted on Amazon’s website.

Supporting Statement

Amazon fails to provide an annual report detailing its lobbying payments by individual states, trade associations (TAs) and social welfare groups (SWGs). Amazon spent $18.7 million on federal lobbying in 2020 and was the largest corporate spender for the first half of 2021.1 Amazon lobbies extensively at the state level and reportedly “killed or undermined privacy protections in more than three dozen bills across 25 states.”2 Amazon lobbies abroad, spending between €2,750,000 – 3,999,999 on lobbying in Europe for 2020.

Companies can give unlimited amounts to third party groups that spend millions on lobbying and undisclosed grassroots activity. These groups may be spending “at least double what’s publicly reported.”3 Amazon lists support of $10,000 or more to 248 TAs, SWGs and nonprofits for 2020, yet fails to disclose its payments, or the amounts used for lobbying. Amazon belongs to the Chamber of Commerce (“Chamber”), which has spent over $1.7 billion on lobbying since 1998, supports SWGs that lobby like Americans for Tax Reform and Taxpayers Protection Alliance, and funds controversial nonprofits like the Competitive Enterprise Institute4 and Independent Women’s Forum.5

Amazon’s lack of disclosure presents reputational risks when its lobbying contradicts company public positions. For example, while Amazon strives to be “Earth’s Best Employer,” it attracted attention for hiring lobbyists that worked for TAs opposing unions.6 Amazon cofounded the Climate Pledge for net zero carbon emissions by 2040, but the Chamber undermined the Paris Climate Accord.7 Amazon signed a statement opposing state voter restrictions, yet the Chamber lobbied against the For the People Act.8 While Amazon publicly embraced corporate tax hikes, it lobbied to preserve its tax breaks9 and has drawn scrutiny for avoiding federal income taxes.10

https://www.opensecrets.org/news/2021/10/amazon-dominates-lobbying-growing-telehealth-group/.

https://www.reuters.com/investigates/special-report/amazon-privacy-lobbying/.

https://theintercept.com/2019/08/06/business-group-spending-on-lobbying-in-washington-is-at-least-double-whats-publicly-reported/.

https://www.nytimes.com/2019/07/10/climate/nyt-climate-newsletter-cei.html.

https://www.washingtonpost.com/politics/2021/10/01/masks-schools-koch-money/.

https://news.bloomberglaw.com/daily-labor-report/amazon-poaches-top-business-labor-lobbyists-amid-worker-activism.

https://www.eenews.net/stories/1063718517.

https://thehill.com/business-a-lobbying/business-a-lobbying/554430-watchdog-group-launches-campaign-to-pressure?rl=1.

https://www.politico.com/news/2021/07/08/bezos-tax-amazon-498722.

https://itep.org/amazon-has-record-breaking-profits-in-2020-avoids-2-3-billion-in-federal-income-taxes/.

End of Shareholder Proposal and Statement of Support

	RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 14

	Why We Recommend You Vote Against This Proposal
	• We report comprehensively and transparently on an annual basis our public policy expenditures, including direct and indirect lobbying expenditures such as our payments to U.S.-based trade associations, coalitions, charities, and social welfare organizations to which our Public Policy team contributed at least $10,000. • We have processes in place to provide oversight of our public policy activities, and we take a number of actions to mitigate the potential risk associated with misalignment between our views and the lobbying activities undertaken by organizations we support. • While we may not agree with every position of every organization that we support, we believe that our support will help advance those policy objectives that are aligned with our interests and influence the organization’s policy positions in ways that we believe may ultimately align with our objectives.

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We Already Disclose Our Public Policy Expenditures

We report comprehensively and transparently on our public policy expenditures, including direct and indirect lobbying expenditures such as our payments to trade associations, and we comply with all applicable regulations requiring public disclosure of corporate political activity. Our policy addressing these activities is set forth in our U.S. Political Engagement Policy and Statement, which is updated annually and available on our investor relations website, and discloses the U.S.-based trade associations, coalitions, charities, and social welfare organizations to which Amazon’s Public Policy team contributed at least $10,000.57 Our U.S. Political Engagement Policy and Statement has earned us a place in the top quintile (first tier) of the CPA-Zicklin Index of Corporate Accountability and Disclosure, which ranks companies’ policies and practices on political disclosure and accountability.58

We participate in the policymaking process by informing public officials about our positions on issues significant to our customers and other stakeholders and our business. These issues are discussed in the context of existing and proposed laws, legislation, regulations, and policy initiatives, and cover topics such as commerce, intellectual property, trade, data privacy, transportation, web services, and sustainability.

Our spending on federal lobbying activities is required to be reported to the House and Senate and is publicly available at https://lda.senate.gov/system/public. Our spending on state government relations efforts is generally required to be reported and disclosed on applicable state websites such as those maintained by secretaries of state, state ethics and public disclosure commissions, state legislatures, and similar websites. Our U.S. Political Engagement Policy and Statement discloses the total annual amounts we spent on federal lobbying activities and government relations efforts in all U.S. states.

We Have Processes in Place to Oversee and Mitigate the Risk of Misalignment of Our Public Policy Activities with Our Public Policy Positions

We published a report earlier this year describing the actions we take to mitigate the risks associated with potential misalignments between our positions and those taken by organizations that we support.59 There are two primary situations in which our lobbying activities could be perceived as not aligning with our public policy positions, many of which are discussed on our website at https://www.aboutamazon.com/about-us/our-positions.

First, we and trade associations of which we are a member may oppose proposed legislation, regulations, or other public policy initiatives because we disagree on the approach toward addressing the issue, not because of disagreement over the need to address a given issue. In some cases, we may disagree with provisions in a policy proposal that are unrelated to the issue. In these situations, there is not a misalignment between our lobbying position and the specific matter at issue, but instead a disagreement on how best to address the matter. We seek to avoid any perception of misalignment in these situations by clearly explaining the basis for our concern with the proposal approach and by seeking and advocating for alternative approaches that we believe more appropriately and more effectively align with our public policy positions.

Second, trade associations, coalitions, charities, and 501(c)(4) social welfare organizations to which we contribute may, in the course of representing their broad membership, take positions on certain issues that are inconsistent with our public policy positions and that do not reflect our views. When such an organization that we contribute to lobbies on a position that we disagree with, that organization is not lobbying on behalf of Amazon. Also, when we identify any material misalignment of this nature, we make clear to that organization that we do not support that position. Nevertheless, we understand the risk that our membership in certain organizations may from time to time be viewed as indirectly funding positions that are inconsistent with our views on certain public policy issues.

We take a number of actions to mitigate the risk associated with misalignment in these situations. Our Senior Vice President for Global Corporate Affairs, Senior Vice President and General Counsel, and Audit Committee, which is comprised solely of independent directors, annually review the U.S. Political Engagement Policy and Statement, related procedures, and a report on all of our campaign contributions and lobbying expenses, including contributions made to organizations such as trade associations, coalitions, charities, and 501(c)(4) social welfare organizations that may engage in indirect lobbying on behalf of the Company.

Available at https://ir.aboutamazon.com/corporate-governance/political-engagement.

See https://www.politicalaccountability.net/wp-content/uploads/2021/11/2021-CPA-Zicklin-Index.pdf.

See Amazon’s Initiatives in Support of the Paris Agreement Goals, available at https://s2.q4cdn.com/299287126/files/doc_downloads/2022/Note-on-Alignment-with-Paris-Agreement.pdf.

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When, as a result of our own review or as a result of media or stakeholder inquiries, we identify potential misalignment between positions we support and the positions that such an organization advocates, we will carefully weigh the risks and benefits to Amazon of our continued membership in or support of such organization. In some instances, we may determine that our continued membership in or support of the organization is appropriate, either because it positions us to influence the organization’s policy positions in ways that we believe may ultimately align with our objectives, or because we believe that our continued work with the organization will help advance other important policy objectives aligned with our interests. In those situations, we will communicate to the organization that we do not support positions it takes that are not aligned with our public policy positions. In other instances, we may terminate our membership and/or withdraw our financial support if the risks arising from a particular position the organization supports outweighs the overall benefits to Amazon of being a member.

In light of our current public disclosures and existing oversight, policies, and procedures regarding our lobbying and political engagement activities, the Board recommends shareholders vote against the proposal.

	The Board of Directors recommends a vote “AGAINST” this proposal requesting additional reporting on lobbying.

	ITEM 15—SHAREHOLDER PROPOSAL REQUESTING A POLICY REQUIRING MORE DIRECTOR CANDIDATES THAN BOARD SEATS

Beginning of Shareholder Proposal and Statement of Support:

Stockholder Proposal on Democratic Reform of the Board ~~shall~~Election

Resolved: stockholders recommend that Amazon.com, Inc. (the Company) reform the election of the board to list more candidates than the number of the board of directors to be ~~an independent director who~~elected.

Supporting Statement

“Director compensation has now soared to a level that inevitably makes pay a subconscious factor affecting the behavior of many non-wealthy members. . . . Frequently, the possession of one such directorship bestows on its holder three to four times the annual [originally emphasized] median income of U.S. households. . . . If the NWD [non-wealthy director] has seriously challenged his/her present CEO’s compensation or acquisition dreams, his or her candidacy will silently die. When seeking directors, CEOs don’t look for pit bulls. It’s the cocker spaniel that gets taken home.”—Warren E. Buffett, Chairman of the Board of Berkshire Hathaway, February 22, 2020.

Since February 2020, the world has changed dramatically. U.S. billionaires have seen their wealth surge $1.8 trillion during the pandemic, their collective fortune skyrocketing by 62 percent from just short of $3 trillion at the start of the COVID crisis on March 18, 2020, to $4.8 trillion on August 17, 2021, according to a report from Americans for Tax Fairness and the Institute for Policy Studies Program on Inequality (https://ips-dc.org/u-s-billionaires-62-percent-richer-during-pandemic/).

The American corporate boards and executives have become a class of oligarchy, as defined by Aristotle, according to his _Politics_. In this great classic, Aristotle demonstrated that in a stable polis, the ratio of the rich citizen’s land to the poor citizen’s land should not be over 5 to 1. However, according to Notice of 2021 Annual Meeting of Shareholders (p.69, p.74), in 2020 our Company’s CEO Amazon Web Service’s pay ratio is 1236 to 1 ($35,848,449 to $29,007), and CEO Worldwide Consumer’s pay ratio is 1596 to 1 ($46,288,671 to $29,007). Human nature has not ~~previously served as an executive officer~~changed that far, that abruptly, that absurdly.

One of the ~~Company.~~

main problems is that corporate boards are not democratically elected. The board needs democratic reform to elect members from more diversified candidates. Shareholders should have the right to choose from more candidates than the number of the board of directors to be elected.

This ~~policy~~democratic reform proposal should be implemented so as not to violate any contractual obligations, with amendments to the Company’s governing documents as needed. The ~~policy should also specify~~board has the flexibility to implement this proposal to design the criteria and process ~~for selecting a new independent Chair if the current Chair ceases~~ to ~~be independent between annual meetings of shareholders. Compliance with the policy may be excused if no independent director is available and willing to be Chair.~~

~~SUPPORTING STATEMENT~~

Amazon’s Chief Executive Officer (CEO) Jeff Bezos also serves as Board Chair. We believe the combination of these two roles in a single person weakens a corporation’s governance, which can harm shareholder value. In our view, the Board’s oversight of management can be diminished when the Board Chair is not an independent director.

~~According to Institutional Shareholder Services, “the past decade has witnessed a significant rise in~~nominate at least one more candidate than the number of ~~companies with independent Chairs and a corresponding decline in the prevalence~~directors of ~~combinedCEO-Chairs”~~ ~~and that “the percentage of S&P 500 companies with an independent Chair has doubled, from 15 percent of firms in 2008 to 31 percent of companies in 2018.”~~ⁱ

~~According to Glass Lewis, “shareholders are better served when~~ the board ~~is led by an independent chairman who we believe is better able~~ to ~~oversee the executives of the Company and set apro-shareholder~~ ~~agenda without the management conflicts that exists when a CEO or other executive also serves as chairman.”~~ⁱⁱ

~~An independent Board Chair will~~ be particularly useful at Amazon to provide more robust oversight of risk, including on environmental, social, and governance issues. We believe that an independent Board Chair will strengthen the ability of the Board to provide objective feedback to the CEO and enhance management accountability.

~~Amazon has faced increasing criticism over its relationships with key constituencies, such as its workers~~ⁱⁱⁱ ~~and the communities in which it operates.~~^iv ~~Amazon’s surveillance technology has provoked concern from civil rights organizations,~~^v ~~while its management team has attracted public scrutiny for its lack of female representation.~~^vi

These various controversies and operating challenges may have resulted from Amazon’s rapid growth, but they also threaten to damage our Company’s corporate reputation and financial performance. In our view, an independent Board Chair would more likely result in improved policies and practices to mitigate these business risks.

~~For these reasons, we urge you to vote FOR this resolution.~~

ⁱ	~~Independent Board Leadership Matters: Evidence from Governance Practices, ISS, November 9, 2018,~~~~available at~~~~https://www.issgovernance.com/library/independent-board-leadership-matters/~~

ⁱⁱ	~~https://www.glasslewis.com/wp-content/uploads/2016/03/2016-In-Depth-Report-INDEPENDENT-BOARD-CHAIRMAN.pdf~~

ⁱⁱⁱ	~~https://gizmodo.com/amazons-aggressive-anti-union-tactics-revealed-in-leake-1829305201~~;~~https://www.vice.com/en_uk/article/7xm4dy/ambulances-were-called-to-amazon-warehouses-600-times-in-three-years~~

^iv	~~https://www.nytimes.com/2019/02/14/opinion/amazon-hq2-new-york.html;hftps://www.theatlantic.com/ideas/archive/2018/11/amazons-hq2-spectacle-should-be-illegal/575539/~~

^v	~~https://www.forbes.com/sites/thomasbrewster/2018/05/22/amazon-now-sells-facial-recognition-to-american-police/#4eb5e9c54b58~~;

~~https://www.nydailynews.com/news/national/ny-news-amazon-tech-companies-transforming-immigration-enforcement-20181023-story.html~~



		~~2020 Proxy Statement~~		33

elected.

~~SHAREHOLDER PROPOSALS~~

^vi	~~https://www.inc.com/huffington-post/big-problem-with-amazon-pay-gap-ratio-of-male-to-female-employees.html~~;~~https://www.vox.com/2017/10/21/16512448/amazon-gender-diversity-leadership-executives-jeff-bezos~~

End of Shareholder Proposal and Statement of Support

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RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 9

The Board is committed to strong, independent leadership of the Board. The independent directors on the Board have appointed a lead director from the Board’s independent directors, currently Jonathan J. Rubinstein, to promote independent leadership of the Board and address the purported governance concerns listed in the shareholder proposal. The lead director presides over the executive sessions of the independent directors, chairs Board meetings in the Chair’s absence, works with management and the independent directors to approve agendas, schedules, information, and materials for Board meetings, and is available to engage directly with major shareholders where appropriate. In addition, the lead director confers from time to time with the Chair of the Board and the independent directors and reviews, as appropriate, the annual schedule of regular Board meetings and major Board meeting agenda topics. The guidance and direction provided by the lead director reinforce the Board’s independent oversight of management and contribute to communication among members of the Board.
Why We Recommend You Vote Against This Proposal

•
Our current director nomination process is robust and requires our Nominating and Corporate Governance Committee to consider all aspects of each candidate’s qualifications and skills in the context of the needs of Amazon at the time. That process has helped successfully recruit a diverse and qualified Board.

•
Our governance practices are strong and provide our shareholders with effective input regarding our director nomination and election process.

•
The proposal’s unorthodox approach could result in a politicized election process and an ineffective board.

Our Director Selection Process Is Robust

The Board believes ~~that this leadership structure improves the Board’s ability to focus on key policy and operational issues and helps us operate~~ in the ~~long-term~~importance of sound processes for identifying and nominating director candidates, and believes that its current governance processes are preferable to the unorthodox approach set forth in this proposal. As described in the “Director Nominee Diversity, Tenure, Skills, and Characteristics” section of this Proxy Statement and in our Board of Directors Guidelines on Significant Corporate Governance Issues, our Board has a dynamic and effective process for identifying and recruiting qualified and diverse directors with a broad range of experience, backgrounds, and interests who are able to effectively represent the interests of ~~shareholders, while maintaining a strong, independent perspective.~~

~~While~~our shareholders. In selecting candidates for recommendation to the proposal argues that an independent Chair would provide more robust oversight of risk, including on environmental, social, and governance issues, we believe the Company already handles these issues appropriately. The Board, ~~has delegated oversight of environmental, social, and governance issues, and related risks, to its committees. Specifically,~~ the Nominating and Corporate Governance Committee, ~~oversees~~which is comprised entirely of independent directors, draws from a diverse list of candidates, annually reviews the tenure, performance, and ~~monitors the Company’s policies and initiatives relating to corporate social responsibility, including human rights and ethical business practices, and related risks most relevant~~contributions of existing Board members to the ~~Company’s operations~~extent they are candidates for re-election, and ~~engagement~~considers all aspects of each candidate’s qualifications and skills in the context of the needs of Amazon at that point in time, creating a Board with ~~customers, suppliers,~~a diversity of experience and ~~communities,~~perspectives. The Committee selects candidates that it believes will complement each other, ~~than~~ with ~~respect~~each candidate bringing his or her own qualifications, skills, and background that enable the candidate to ~~human capital management matters, which are overseen by~~effectively and productively contribute to the ~~Leadership Development and Compensation Committee, and compliance and controls matters, which are overseen by~~Board’s oversight of the ~~Audit Committee.~~

~~In addition, the Board believes flexibility in board leadership structure is more suitable for us than~~Company. The Board’s composition also reflects a ~~rigid and prescriptive approach. Instead, this proposal, if implemented, would require the Board~~balanced approach to ~~immediately remove Mr. Bezos from his position as Chair, rather than~~director tenure, allowing the Board to ~~for example, assess~~benefit from the ~~issue~~experience of longer-serving directors combined with fresh perspectives from ~~time to time~~newer directors.

The Nominating and Corporate Governance Committee includes, and has any search firm that it engages include, women, individuals from underrepresented racial/ethnic groups, and individuals who identify as LGBTQ+ in the ~~future. We do not believe that such an immediate transition would~~pool from which the Committee selects director candidates. The Committee considers several qualifications and skills to be inconsidered important for a candidate, including a commitment to representing the ~~best~~long-term interests of ~~Amazon or our shareholders. Our directors have a fiduciary duty~~the shareholders; customer experience skills; internet savvy; an inquisitive and objective perspective; the willingness to ~~routinely evaluate~~take appropriate risks; leadership ability; human capital management; personal and ~~determine the most appropriate leadership structure for Amazon~~professional ethics, integrity, and ~~its shareholders~~values; practical wisdom and sound judgment; international business experience; and business and professional experience in light of our specific characteristics or circumstances at any given time. Accordingly, our governing documents provide the Board with the flexibility to determine the optimal leadership structure for Amazon, including, when appropriate, separating the positions of Chair of the Boardfields such as retail, operations, technology, finance/accounting, product development, intellectual property, law, multimedia entertainment, and ~~CEO.~~marketing. The Board believes that ~~Amazon~~the current nomination process, combined with annual director elections using a majority vote standard, is well-calibrated to serve the interests of shareholders well and has helped successfully recruit a diverse and qualified Board.

Our Shareholders Have Effective Input Regarding Our Director Nomination and Election Process

The Committee considers candidates for director who are recommended by its shareholders benefit from this flexibility, and that the directors are best positioned to lead this evaluation given their knowledge of our leadership team, strategic goals, opportunities, and challenges.

~~The~~members, by other Board ~~has determined that at the present time~~members, by shareholders, and ~~the Board are best served~~ by ~~having Mr. Bezos serve~~management, as ~~the Chair of the Board. This is due in part to Mr. Bezos’ significant ownership stake in Amazon since its founding in 1994, which provides~~well as those identified by a long-term focus that benefits the Board’s decision-making and aligns his interests with those of other long-term shareholders. In this regard, our stock has significantly outperformed the S&P 500 over the last 3, 5, and~~10-year~~ periods. For example, over the last five years, between January 2015 and December 2019, our stock has increased approximately 495% while the S&P 500 has risen approximately 57%. In addition, in November 2019 the Drucker Institute recognized the effectiveness of our management teamthird-party search firm. It evaluates director candidates recommended by naming Amazon America’s best-managed company in its Management Top 250 ranking, which assesses corporate performance on the following principles: customer satisfaction, employee engagement and development, innovation, social responsibility, and financial strength.¹⁴ ~~We are at or near the top of other customer experience and reputation surveys, including ranking~~shareholders in the ~~top ten of the Harris Poll Reputation~~

¹⁴	~~See~~~~https://www.wsj.com/articles/the-best-managed-companies-of-2019and-how-they-got-that-way-11574437229~~; ~~https://www.drucker.institute/2019-drucker-institute-company-ranking/.~~



34

~~SHAREHOLDER PROPOSALS~~

Quotient eleven years running, top ten of the American Customer Satisfaction Index ten years running, top five of the Fortune World’s Most Admired Companies nine years running, and one of the LinkedIn Top Companies in nine countries in 2019.¹⁵

~~Further, in the last few years, the Company has taken a leadership position on many environmental and social issues, including raising our minimum wage in the U.S. to $15 an hour, announcing andco-founding~~ ~~The Climate Pledge, building afirst-of-its-kind~~ ~~family shelter (the largest in Washington State) within an Amazon office building in the center of our headquarters opening in 2020,~~¹⁶ ~~making a $700 million commitment to upskill 100,000 employees in the U.S. in response to the changing American workforce,~~¹⁷ ~~and funding computer science courses for more than 2,000 high schools and 100,000 students through the Amazon Future Engineers program.~~¹⁸ Amazon has been transparent about its most carefully considered and deeply held positions – including LGBTQ+ rights, immigration reform, federal minimum wage, and more – and published them in 2019 to provide customers, investors, policymakers, employees, and others our views on important issues.¹⁹

~~We believe~~same way that it ~~is important for the Board to continue to determine on acase-by-case~~ ~~basis the most effective leadership structure for us, rather than take a rigid approach to board leadership, as called for~~evaluates candidates recommended by the shareholder proposal. In addition, in reviewing this proposal, the Board took into consideration relevant benchmarking data and concluded that the proposal’s approach is not common practice. For example, as noted in the proposal’s supporting statement, as of 2018, only 31% of S&P 500 companies had an independent chair.²⁰ In addition, our existing corporate governance practices reinforce the Board’s alignment with, and accountability to, shareholders. The Board’s committee charters delineate the significant authority and responsibilitiesits members, other members of the Board, ~~committees, and~~or other persons. In addition, all directors are elected annually by shareholders. We apply a majority voting standard for the ~~Board as well as its committees can retain outside advisors to assist in the performance of their duties. Other current governance practices include annual~~ election of directors when the number of nominees does not exceed the number of directors to be elected, and we have a director resignation policy under which our directors tender an irrevocable resignation that can be accepted if a director nominee fails to receive a majority ~~voting~~vote when standing for ~~each director,~~re-election. Shareholders also have a proxy access ~~an annual~~right to nominate director ~~evaluation process, shareholders’~~candidates who would be included in the Company’s proxy statement, and shareholders have the right to call special meetings at which they can nominate director candidates or propose other ~~business, shareholders’ ability to submit names of director candidates directly to~~business. Finally, shareholders have the ~~Board for consideration, and shareholders’~~ ability to communicate directly with the Board throughout the year.

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The Proposal Could Disrupt Board Planning and Effectiveness

In contrast, the unorthodox approach suggested in this proposal, which we do not believe is utilized by any company in the ~~manner described~~S&P 500, could result in ~~our~~a board composition that fails to represent the diversity of experience and perspectives most appropriate to address Amazon’s current needs. The proposal could also result in director turnover in any given year, which would be detrimental to the Board’s current, intentional balance between longer-serving directors and newer directors, and could impede the Committee’s ability to ensure appropriate committee composition and leadership.

In addition, competing nominees for election to the Board could result in divisiveness and ultimately undermine the effectiveness of ~~Directors Guidelines on Significant Corporate Governance Issues.~~

the Board. Moreover, nominating competing candidates would politicize the director election process and likely deter many talented candidates who would prefer being considered for election through more traditional and common processes.

Finally, the proposed increase in candidates would be burdensome and inefficient, as the Board and Committee already devote significant time and attention to identifying and recruiting each candidate, which includes a lengthy review of qualifications, experience, and expertise, and an in-depth screening of other factors for compliance with SEC and Nasdaq rules.

For the foregoing reasons, the Board recommends that shareholders vote against this proposal.

The Board of Directors recommends a vote “AGAINST” this proposal requesting a ~~mandatory independent~~policy requiring more director candidates than board

~~chair policy.~~

seats.

ITEM ~~10—~~16—SHAREHOLDER PROPOSAL REQUESTING ~~AN ALTERNATIVE~~A REPORT ON ~~GENDER/RACIAL PAY~~

WAREHOUSE WORKING CONDITIONS

Beginning of Shareholder Proposal and Statement of Support:

RESOLVED

: Shareholders of Amazon.com, Inc. (“Amazon”) request that the Board of Directors commission an independent audit and report of the working conditions and treatment that Amazon warehouse workers face, including the impact of its policies, management, performance metrics, and targets. This audit and report should be prepared at reasonable cost and omit proprietary information.

~~Gender/~~Supporting Statement

Amazon is now the second largest employer in the United States, and most of its employees work in warehouse fulfillment centers. While Amazon strives to be “Earth’s Best Employer” and “Earth’s Safest Place to Work,”1 there have been multiple publicized reports of its warehouse employees being subjugated to unsafe working conditions and unfair treatment.

In May 2021, the Division of Occupational Safety and Health of the State of Washington’s Department of Labor and Industries (the “Division”) found that Amazon “did not provide employees with a workplace free from recognized hazards that are causing or likely to cause serious injury.”2 During its inspection of Amazon’s BFI3 warehouse in Dupont, Washington, it found that Amazon warehouse employees were required to perform manual tasks which caused, and are likely to continue to cause, musculoskeletal disorders (“MSDs”).3 The Division reported that Amazon pressures its workers to maintain a very high pace of work without adequate recovery time to reduce the risk of injury.4 Further, the Division found “a direct connection between Amazon’s employee monitoring and discipline systems and workplace MSDs.”5

Indeed, former warehouse workers have said that while Amazon does instruct workers on safety, they had to break safety rules to keep up with their mandated quotas and pace of work out of fear of losing their jobs.6

Investigative reports suggest a “mounting injury crisis at Amazon warehouses,” with Amazon warehouse employees getting injured more frequently and more severely than elsewhere in the industry.7 For the year 2020, it was reported that Amazon’s injury rate was more than twice as high as that of Walmart warehouse workers and that Amazon’s serious injury rate was nearly 80% higher than the wider warehouse industry.8

Concerningly, Amazon’s turnover rate before the pandemic was roughly 150 percent a year, a rate that is almost double that of the retail and logistics industries.9 High turnover can lead to increased costs for the hiring and training of replacement workers.10

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In response to warehouse workers’ recent organization efforts and unionization votes, former Chairman Jeff Bezos admitted that Amazon needs “to do a better job” for its employees.11 As Amazon shareholders, we agree, which is why we are calling for an independent audit and report of the working conditions and treatment that Amazon warehouse workers face.

https://www.aboutamazon.com/about-us

https://s3.documentcloud.org/documents/20787752/amazon-dupont-citation-and-notice-may-2021.pdf

Id.

https://www.theatlantic.com/technology/archive/2019/11/amazon-warehouse-reports-show-worker-injuries/602530/

https://www.seattletimes.com/business/amazons-dupont-washington-warehouse-has-highest-injury-rates-of-any-fulfillment-center-in-the-u-s-report-
shows/

https://www.forbes.com/sites/niallmccarthy/2021/06/08/amazon-warehouse-injuries-significantly-higher-than-competitors-
infographic/?sh=45fc34436854

https://www.nytimes.com/interactive/2021/06/15/us/amazon-workers.html

https://builtin.com/recruiting/cost-of-turnover

https://www.aboutamazon.com/news/company-news/2020-letter-to-shareholders? utm_source=social&utm_medium=tw&utm_term=amznnews&utm_
content=2020shareholderletter&linkId=116261313

End of Shareholder Proposal and Statement of Support

	RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 16

	Why We Recommend You Vote Against This Proposal
	• Safety is integral to everything we do at Amazon, as demonstrated by our relentless focus on health and safety training, engagement with employees, and refinement of our processes to improve working conditions. • We are transparent about our commitment to and efforts to improve workplace safety, discussing our initiatives in detail in our “Delivered with Care” safety report and on our website. We have incurred more than $15 billion in COVID-19-related costs to help keep our employees safe and deliver for our customers. • We have disclosed our workforce incident rates along with a comparison to a variety of industries. Our Lost Time Incident Rate was 2.3 globally and 2.6 in the United States in 2020, a 43% and 49% improvement from 2019, respectively. In addition, our Recordable Incident Rate was 5.1 globally and 6.5 in the United States in 2020, a 24% and 25% improvement from 2019, respectively. • Our commitment to supporting our employees’ well-being and success is demonstrated through our competitive compensation and employee benefits. • Our Board has direct oversight of employee well-being and workplace safety, and regularly reviews these matters.

Safety is Integral to Everything We Do at Amazon

The Board recognizes the importance of workplace safety and the right to a safe work environment. As reinforced in our report, “Delivered with Care: Safety, Health, and Well-Being at Amazon,” “safety is integral to everything that we do at Amazon—every day, in every operation, across every country,” and “we strive to be safer, every day for our employees, partners, and communities.”60 Our founder and Executive Chair emphasized our commitment to safety in his 2020 Letter to Shareholders, stating that Amazon would strive to be “Earth’s Best Employer and Earth’s Safest Place to Work.”61 Additionally, as we reaffirmed in our Amazon Global Human Rights Principles, we strive to be the most safety-centric organization in the world.62 This includes providing a clean, safe, and healthy work environment where the health and safety

Available at https://safety.aboutamazon.com/delivered-with-care.

See https://www.aboutamazon.com/news/company-news/2020-letter-to-shareholders.

See https://sustainability.aboutamazon.com/people/human-rights/principles.

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of our workers is a key priority. For us, one incident is too many. We believe that all workers should come to work and return home safely. No matter who our employees are, where they work, or what they do, we are committed to their safety and well-being every day.

While many of our employee health, safety, and well-being related initiatives are discussed in detail below, our WorkingWell initiative is one particular example of our commitment to improving employee safety and well-being. Launched in 2020, WorkingWell is a new comprehensive program that aims to help prevent injuries, provide wellness services, and offer health literacy for employees while at work and at home.63 Through this program, as part of our ongoing effort to design our workstations and jobs ergonomically, Amazon utilizes academic research and Certified Athletic Trainers to educate and coach our employees on body mechanics, safe manual handling practices, and ergonomic principles.64 The injury prevention specialists hired as part of this program are available to our employees on-site and are prepared to evaluate, provide recommendations for improvements, train our employees on stretches and exercises to decrease the risk of injury, and advise on working safely. This sort of training is particularly effective in addressing and preventing musculoskeletal disorders (“MSDs”). We recognize that MSDs are common in the type of work that we do in our operations. We are committed to leading the way for workplaces around the world to proactively manage—and prevent—work-related MSDs by drawing on our expertise in innovation and technology and collaborating with proven thought leaders and scientists.

We are Transparent About Our Commitment to and Efforts to Improve Workplace Safety

Our “Delivered with Care” safety report and workplace safety website65 discuss our many initiatives to provide our associates a safe and healthy workplace. The report also includes extensive disclosure and detailed metrics reflecting our commitment to safety and the results we have achieved by implementing these various initiatives. Select highlights include:

•

See https://press.aboutamazon.com/news-releases/news-release-details/body-mechanics-mindfulness-amazon-launches-employee-designed.

See https://www.aboutamazon.com/news/workplace/meet-employees-behind-amazons-new-health-and-wellness-program.

See https://www.aboutamazon.com/workplace/safety.

See https://press.aboutamazon.com/news-releases/news-release-details/amazon-and-national-safety-council-create-first-its-kind.

See https://www.aboutamazon.com/news/operations/safety.

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absent for long periods. In 2021, less than 0.4% of employees were separated from Amazon due to their inability to perform their jobs. Also in 2021, 83% of coaching was positive and was provided to employees who were meeting or exceeding expectations.

•

Our Board Is Intently Focused on Our Employees’ Well-Being and Success

Additionally, we provide numerous benefits to our employees, including comprehensive medical benefits, a 401(k) plan with a Company match, and up to 20 weeks of parental leave (birth parents are eligible for up to 20 weeks of leave and partners up to six). We also know that the American workforce is changing—there is a greater need for technical skills in the workplace than ever before and a huge opportunity for people with the right skills to move into better paying jobs. Every employee at Amazon also has access to nine different Company-funded upskilling programs as part of Amazon’s $1.2 billion Upskilling 2025 pledge.70 Programs include Career Choice, an education benefit which fully funds tuition for employees to learn new skills for career success at Amazon or elsewhere, including Bachelor’s degrees, industry certifications designed to lead to in-demand jobs, and foundational skills such as English language proficiency, high school diplomas, and GEDs. We offer graduate-school-level training for our employees through Machine Learning University, a program designed to give current Amazon employees the chance to develop expertise in machine learning, growing critical skills in an area of rapidly expanding professional opportunities within Amazon. We are also proud to offer our employees the opportunity to participate in our Mechatronics and Robotics Apprenticeship Program. This program, which is registered with the U.S. Department of Labor, provides employees the opportunity to learn skills and technical knowledge needed to fulfill a technical maintenance role within our facilities. Those who complete the first phase of this program see an increase in their wages of up to approximately 40%, and those who complete the second phase see their average wage increase by up to an additional 48%.

See https://www.aboutamazon.com/news/job-creation-and-investment/study-shows-amazons-wage-increase-to-15-an-hour-also-upped-pay-for-non-
amazon-workers.

See https://press.aboutamazon.com/news-releases/news-release-details/amazon-announces-plans-hire-125000-employees-hundreds-cities-and.

See https://www.aboutamazon.com/workplace/upskilling-commitments.

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through Amazon Care, which allows them to connect with a doctor in 60 seconds or less. In 2021, we launched a new mental health benefit called Resources for Living, offering free confidential mental health services to U.S. employees, their families, and members of their household, 24 hours a day, seven days a week.71

Our Board Is Directly and Meaningfully Engaged In Oversight of Employee Well-Being and Workplace Safety

The full Board regularly oversees and reviews reports from management on various aspects of our business, including related risks and strategies for addressing them. The Board’s oversight of our activities encompasses workplace safety. We also have Board committees responsible for overseeing our risk management processes. For example, the Audit Committee is responsible for overseeing management of, among other things, operational risks. In addition, the Leadership Development and Compensation Committee is responsible for overseeing strategies and policies related to human capital management within the Company’s workforce, including workplace environment and safety. In managing and mitigating risks, we have shown a long history of commitment to workplace safety, by building robust programs that provide our associates with a safe and healthy workplace with appropriate rules and practices for reporting and proactively managing risk associated with injuries and illnesses, including unsafe conditions or behaviors.

We are committed to promoting a safe and healthy working environment and continuing to develop innovative technology to keep our associates safe. Our “Delivered with Care” safety report and our website already include extensive discussions on our efforts and commitment to employee well-being and workplace safety. In light of our commitment to workplace safety, the steps we are taking to research, invest, and apply data and insights to improve safety in our workplaces, and our robust disclosures on these steps, the Board recommends that shareholders vote against this proposal.

	The Board of Directors recommends a vote “AGAINST” this proposal requesting a report on warehouse working conditions.

	ITEM 17—SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTING ON GENDER/RACIAL PAY

Beginning of Shareholder Proposal and Statement of Support:

Racial and Gender Pay ~~Equity~~Gaps

Whereas:

~~Whereas~~~~: The World Economic Forum estimates the~~ Pay inequities persist across race and gender ~~pay gap costs the economy 1.2 trillion dollars annually.~~and pose substantial risk to companies and society at large. Black workers’ hourly median earnings represent 64 percent of white wages. The median income for women working full time ~~in the United States~~ is 8083 percent that of men. ~~This disparity can equal half a million dollars over a career.~~ Intersecting race, ~~the gap for African American~~Black women earn 63 cents, Native women 60 cents, and Latina women ~~is 60 percent and~~ 55 ~~percent.~~cents. At the current rate, women ~~overall~~ will not reach pay equity until 2059, ~~African American~~Black women until 2130, and Latina women until 2224.

¹⁵	~~See~~~~https://www.aboutamazon.com/our-company/select-awards-and-recognition.~~

¹⁶	~~See~~~~https://blog.aboutamazon.com/community/building-a-home-with-heart.~~

¹⁷	~~See~~~~https://www.aboutamazon.com/working-at-amazon/upskilling-2025.~~

¹⁸	~~See~~~~https://press.aboutamazon.com/news-releases/news-release-details/amazons-future-engineer-program-now-funding-computer-science.~~

¹⁹	~~See~~~~https://www.aboutamazon.com/our-company/our-positions.~~

²⁰	~~See Independent Board Leadership Matters: Evidence from Governance Practices, ISS, November 9, 2018, available at~~~~https://www.issgovernance.com/library/independent-board-leadership-matters/~~.



		~~2020 Proxy Statement~~		35

~~SHAREHOLDER PROPOSALS~~

~~Research suggests diverse leadership leads to superior stock performance~~Citigroup estimates closing minority and ~~return on equity.~~~~McKinsey~~ ~~states, “the business case for~~gender wage gaps 20 years ago could have generated 12 trillion dollars in additional income. PwC estimates closing the ~~advancement and promotion of women is compelling.” Best practices include “tracking and eliminating~~ gender pay ~~gaps.”~~

~~Women account~~gap could boost Organization for ~~41.7 percent of our company’s workforce, but only 26.8 percent of leadership.~~ Economic Cooperation and Development countries’ economies by 2 trillion dollars annually.

Actively managing pay equity ~~“is~~is associated with ~~higher current female representation at the professional through executive levels and a faster trajectory~~improved representation. Diversity in leadership is linked to improved ~~representation.”~~

innovation and financial performance. Minorities represent 68 percent of Amazon’s workforce and 29 percent of leadership. Women represent 45 percent of the workforce and 22 percent of leadership.

Best practice pay equity reporting consists of two parts:

~~Assessing if a company has~~unadjusted median pay gaps, ~~requires analyzing both equal pay and~~assessing equal opportunity ~~by using~~to high paying roles,

statistically adjusted gaps, assessing whether minorities and non-minorities, men and women, are paid the same for similar roles.

Amazon reports parity for statistically adjusted ~~and~~gaps but ignores unadjusted ~~(median) pay data. The objective of this proposal –~~~~median pay gap disclosure~~ ~~– addresses the~~gaps, which address structural bias ~~affecting the jobs~~ women and minorities ~~hold,~~face regarding job opportunity and pay, particularly when ~~white~~ men hold most higher paying jobs. ~~It is~~While Amazon reports diversity data, median pay gaps show, quite literally, how Amazon assigns value to employees through the ~~key metric used~~roles they inhabit and pay they receive. Median gap reporting also provides a digestible and comparable data point to determine progress over time.

See https://press.aboutamazon.com/news-releases/news-release-details/amazon-introduces-new-mental-health-benefit-all-us-employees-and.

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Racial and gender median pay gaps are accepted as the valid way of measuring pay inequity by the United States Census Bureau, Department of Labor, Organization for Economic Cooperation and Development, ~~World Economic Forum,~~ and ~~United States Department of Labor.~~

~~Companies have begun reporting statistically adjusted equal pay numbers, assessing the pay of men and women, minorities andnon-minorities,~~ ~~performing similar jobs, but ignore unadjusted~~~~median~~ ~~pay gaps. Amazon reports women earn, excluding equity, 99.5 percent the compensation received by men and minorities earn 98.5 percent the compensation received bynon-minorities~~ ~~on an equal pay basis. Yet, that adjusted number is only half the story, failing to consider how discrimination affects opportunity.~~

International Labor Organization. The United Kingdom ~~mandates~~and Ireland mandate disclosure of median gender pay ~~gaps.~~gaps, and the United Kingdom is considering mandating racial pay gap reporting. Amazon ~~reported no~~discloses data for United Kingdom employees, reporting a median base pay gap of 1.4 percent and ~~a 3.4 percent~~median bonus gap ~~in the United Kingdom, but hasnot~~ ~~published its global median pay gap.~~

~~Public policy risk is~~ of concern. The Paycheck Fairness Act pends before the United States Congress. California, Massachusetts, New York, and Maryland have strengthened pay legislation. The Congressional Joint Economic Committee reports 40 percent of the wage gap may be attributed to discrimination.

25.1 percent.

Resolved: Shareholders request Amazon report on ~~the company’s~~~~global~~ median ~~gender/racial~~ pay ~~gap,~~gaps across race and gender, including associated policy, reputational, competitive, and operational risks, and risks related to recruiting and retaining diverse talent. The report should be prepared at reasonable cost, omitting proprietary information, litigation strategy and legal compliance information.

~~The~~

Racial/gender pay ~~gap is~~gaps are defined as the difference between non-minority and minority/male and femalemedian earnings expressed as a percentage of non-minority/male earnings ~~(Organization for Economic Cooperation and Development)~~(Wikipedia/OECD, respectively).

Supporting Statement: A An annual report adequate for investors to assess ~~company strategy and~~ performance ~~would include the percentage~~~~global median~~ ~~pay gap between male and female employees across race and ethnicity, including~~could, with board discretion, integrate base, bonus and equity ~~compensation.~~compensation to calculate:

•

percentage median gender pay gap, globally and/or by country, where appropriate

•

percentage median racial/minority/ethnicity pay gap, US and/or by country, where appropriate

End of Shareholder Proposal and Statement of Support

RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 10

Why We Recommend You Vote Against This Proposal

•
Amazon currently provides extensive information on compensation by gender and by race/ethnicity. When evaluating 2021 compensation, including base compensation, cash bonuses, and stock, our reported data demonstrates that women globally and in the United States earned 99.8 cents and 99.9 cents, respectively, for every dollar that men earned performing the same jobs, and racial/ethnic minorities in the United States earned 99.2 cents for every dollar that white employees earned performing the same jobs.

•
We are strongly committed to promoting gender and racial diversity and inclusion in our workforce, including among our leadership ranks.

•
We have robust programs that are dedicated to increasing opportunities for underrepresented groups to enter the technology workforce, and we are investing in building the next generation of diverse technical leaders.

We Currently Provide Extensive Information on Compensation by Gender and by Race/Ethnicity

We believe that people should receive equal pay for equal work, regardless of gender, race, or ~~race,~~ethnicity, and we are committed to compensating our employees fairly and equitably. ~~Since at least 2016,~~ In light of the extensive reporting we already provide on our progress and ongoing activities promoting these objectives, as detailed below and reported publicly, we do not believe that the additional report on vaguely-described “median pay gaps across race and gender” requested by this proposal would enhance understanding of or accountability for our diversity efforts.

Amazon ~~has reported~~already provides extensive statistical reporting on ~~key~~our workforce ~~demographics, including providing~~diversity and pay equity. We annually publish gender and race representation information on ~~its~~our diversity and inclusion website, which includes representation by job type, such as front-line associates, corporate employees, and senior leaders. In addition, to provide even greater transparency, we began publishing our consolidated EEO-1 reports in 2021. Amazon also annually provides information on compensation by gender ~~pay gap on an annual basis. Our~~and by race/ethnicity. As the proponent acknowledges, our reported gender and ~~minority~~racial/ethnic group pay statistics demonstrate that Amazon pays ~~its~~our employees comparably when analyzing the work of people performing the same jobs. When evaluating ~~2019~~2021 compensation, ~~in the U.S.,~~including base compensation, cash bonuses, and stock, our reported data demonstrates that women globally and in the United States earned ~~99.3~~99.8 cents and 99.9 cents, respectively, for every

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dollar that men earned performing the same jobs, and racial/ethnic minorities in the United States earned ~~99.1~~99.2 cents for every dollar that white employees earned performing the same jobs.²¹72

While we are aware that more work needs to be done and are striving to make progress, we disagree with this proposal’s unsupported assertion that reporting unadjusted median pay gaps is a “best practice,” and we note that few U.S. companies report on an unadjusted basis. An unadjusted median pay statistic does not account for factors such as cost of living, job function and level, labor force participation rates, country currency, and geography that impact differences in compensation. Furthermore, the unadjusted median pay statistic does not provide the information our managers and leaders need to make hiring, promotion, and retention decisions in a way that drives representation of women and employees from underrepresented racial/ethnic groups into management and leadership roles. We believe that the pay information that we review and disclose publicly each year, which incorporates these factors, provides a more accurate picture of our pay policies and practices. As reflected by our published pay information, we are committed to fairly and equitably compensating our employees. Our compensation policies and practices are designed to compensate employees in accordance with their job and level, without regard to gender, race, or other protected categories. We monitor implementation of our policies and practices by annually reviewing employee compensation. We also set on-hire compensation without regard to a candidate’s current or previous salary, blunting the effect of historical inequities along gender and race lines. Amazon was early to adopt a bold and comprehensive U.S.-wide policy prohibiting recruiters from asking candidates for their current salary information, rather than prohibiting such inquiries only where legally required.

We also do not believe that reporting on a number of median pay gaps across race and gender, as requested by this proposal, is a practical or useful approach that would enhance understanding of or accountability for our diversity and inclusion efforts. The nature of racial disparities and discrimination issues, as well as the racial and ethnic composition of underrepresented groups, can vary greatly from region to region, even within the same country. Therefore, a precise determination as to which demographic groups are, or are not, underrepresented in a given geography may not be possible. Moreover, the laws of some countries prohibit employers from collecting race and ethnicity information from employees, as recognized by Institutional Shareholder Services (“ISS”) in a 2020 report.73 The proposal seems to recognize these limitations but does not explain how it would have companies solve them, instead stating only that companies may calculate “percentage median racial/minority/ethnicity pay gap” by “US and/or by country, where appropriate.” While we could provide a patchwork of additional statistics across our workforce, we do not believe it is a useful or productive effort.

We Are Intently Focused on Our Employees’ Well-Being and Success

We are ~~strongly~~proud to offer competitive pay and comprehensive benefits, and our high wages have had a positive impact on other wages in local labor markets where Amazon operates and have helped boost local economies across the country.74 In the United States, the roles in fulfillment and transportation offer an average starting wage of more than $18 an hour—and up to $22.50 per hour in some locations.75 Additionally, we provide numerous benefits to our employees, including comprehensive medical benefits, a 401(k) plan with a Company match, and up to 20 weeks of parental leave (birth parents are eligible for up to 20 weeks of leave and partners up to six). Every employee at Amazon also has access to nine different Company-funded upskilling programs as part of Amazon’s $1.2 billion Upskilling 2025 pledge.76 Programs include Career Choice, an education benefit which fully funds tuition for employees to learn new skills for career success at Amazon or elsewhere, including Bachelor’s degrees, industry certifications designed to lead to in-demand jobs, and foundational skills such as English language proficiency, high school diplomas, and GEDs. We offer graduate-school-level training for our employees through Machine Learning University, a program designed to give current Amazon employees the chance to develop expertise in machine learning, growing critical skills in an area of rapidly expanding professional opportunities within Amazon. We are also proud to offer our employees the opportunity to participate in our Mechatronics and Robotics Apprenticeship Program. This program, which is registered with the U.S. Department of Labor, provides employees the opportunity to learn skills and technical knowledge needed to fulfill a technical maintenance role within our facilities. Those who complete the first phase of this program see an increase in their wages of up to approximately 40%, and those who complete the second phase see their average wage increase by up to an additional 48%.

See https://www.aboutamazon.com/news/workplace/our-workforce-data.

See U.S. Environmental & Social Shareholder Proposals, 2020 Proxy Season Review, ISS, October 20, 2020, at 12, available at https://insights.issgovernance.com/posts/2020-u-s-environmental-social-shareholder-proposals-proxy-season-review/(subscription required).

See https://www.aboutamazon.com/news/job-creation-and-investment/study-shows-amazons-wage-increase-to-15-an-hour-also-upped-pay-for-non-
amazon-workers.

See https://press.aboutamazon.com/news-releases/news-release-details/amazon-announces-plans-hire-125000-employees-hundreds-cities-and.

See https://www.aboutamazon.com/workplace/upskilling-commitments.

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We Are Committed to Supporting and Increasing Diversity, Including in Leadership Roles

We are equally committed to increasing gender and racial diversity, including among our leadership ~~ranks as disclosed on our diversity website.~~ranks. We believe “[d]iversity and inclusion are good for business—and more fundamentally—simply right,”²²77

²¹	~~See~~~~https://www.aboutamazon.com/working-at-amazon/diversity-and-inclusion/our-workforce-data.~~

²²	~~See~~~~https://www.aboutamazon.com/our-company/our-positions~~.



36

~~SHAREHOLDER PROPOSALS~~

and, as our ~~CEO~~founder and Executive Chair has stated, “[t]hese are enduring values for us—and nothing will change that.” Our Board is likewise dedicated to promoting diversity, equity, and inclusion at Amazon. The Board’s Leadership Development and Compensation Committee oversees and monitors our strategies and policies related to human capital management within Amazon’s workforce, including specifically overseeing and monitoring our policies on diversity, equity, and inclusion, corporate culture, compensation and benefits, and retention. The Board is also committed to its own diversity. The Nominating and Corporate Governance Committee of the Board includes, and has any search firm that it engages include, women, individuals from underrepresented racial/ethnic groups, and individuals who identify as LGBTQ+ in the pool from which it selects director candidates. Currently, of our independent directors, five are women and two are from underrepresented racial/ethnic groups, and all three Board committees are chaired by women.

With more than 1.6 million employees worldwide, we have increased the percentage of women and U.S. employees from underrepresented racial/ethnic groups across our tech and non-tech corporate roles and in manager roles in each of the past three years. Starting in 2020, our senior leadership team dove deep into the mechanisms we use to hire, develop, and promote employees, so that we can better identify opportunities to ensure equitable access for all. We also publicly announced ambitious 2020 and 2021 Company-wide goals for diversity, equity, and inclusion.78 In 2020, we set, and met, goals to double the number of Black directors and vice presidents, launch inclusion training for all employees, and remove racially insensitive language in our tech documentation. In 2021, while we fell short of the ambitious goal we set to again double the number of Black directors and vice presidents, we made significant progress and increased the number of Black directors and vice presidents by almost 70% and remain committed to increasing diverse representation in our workforce at the most senior levels. We achieved our goal in 2021 to increase the hiring of U.S. Black mid-level employees by at least 30%. Further, we inspected any statistically significant demographic differences in performance ratings and attrition to identify root causes and, as necessary, implement action plans. We continue to inspect and refine the mechanisms we use to hire, develop, evaluate, and retain our employees to promote equity for all candidates and employees.

We have also launched Rise, a leadership development program for Black leaders across all businesses, and are one of the initial 12 launch employers participating in the Management Leadership for Tomorrow (“MLT”) Black Equity at Work Certification Program, which is a clear and comprehensive new standard that requires employers to assess and make meaningful progress toward achieving Black equity internally while supporting Black equity in society.79 Moreover, we are continuing to invest in our efforts to bring more women and ~~minorities~~employees from underrepresented racial/ethnic groups into leadership positions at ~~Amazon—we~~Amazon. We employ hundreds of professionals in diversity, equity, and inclusion roles who are devoted full-time to promoting diversity, equity, and inclusion goals, initiatives, and mechanisms. We also have teams in every business and in executive recruiting dedicated to attracting and hiring diverse talent, and we participate in events and partnerships with groups like AnitaB.org, GEM Consortium Fellows, AfroTech, Lesbians Who Tech, ~~Girls in Tech,~~ and the American Indian Science and Engineering ~~Society,~~Society. We also ran a virtual summit, “Represent the Future,” in August 2021 that centered on Black, Latinx, and Native American talent (students and professional), and we ~~invest~~are investing in ~~several~~internal and external programs to assist diverse leaders to advance into more senior roles.

Our commitment to diversity, equity, and inclusion is further fostered by our 13 employee-led Affinity Groups, which engage employees across hundreds of chapters around the world. These groups include Amazon People with Disabilities, Amazon Women in Engineering, Asians@Amazon, the Black Employee Network, Body Positive Peers, Families@Amazon, Glamazon, Indigenous@Amazon, Latinos@Amazon, Mental Health and Well-Being, Warriors@Amazon, Women@Amazon, and the Women in Finance Initiative. Our culture of inclusion is reinforced within our 16 Leadership Principles, which remind our team members to work every day to create a more diverse and just work environment; seek diverse perspectives, learn and be curious, and earn trust; and that we must begin each day with a determination to make better, do better, and be better for our customers, our employees, our partners, and the world at large.80 We also host annual and ongoing learning experiences with a diversity, equity, and inclusion focus, including our annual Conversations on Race and Ethnicity (CORE) conference. At CORE, our largest global internal conference, Amazonians examine the intersection of gender with race, sexual

See https://www.aboutamazon.com/about-us/our-positions.

See https://www.aboutamazon.com/news/workplace/diversity-equity-and-inclusion.

See https://www.mltblackequityatwork.org/about-the-certification/.

See https://www.aboutamazon.com/news/workplace/building-an-inclusive-culture; https://www.aboutamazon.com/about-us/leadership-principles.

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orientation, disability status, veteran status, and other dimensions of diversity. This conference has included diversity-oriented talks from academics and external leaders on technology, entrepreneurship, entertainment, and leadership and includes Amazon-specific training programs focused on personal and team development. Our focus on diversity, equity, and inclusion has been independently recognized by the Human Rights Campaign’s Corporate Equality Index; the NAACP Equity, Inclusion, and Empowerment Index; the Disability Equality Index; and the 2019 American Foundation for the Blind Helen Keller Achievement Award. More information about Amazon’s diversity and inclusion efforts and employee demographics is publicly available at https://www.aboutamazon.com/workplace/diversity-inclusion.

We Have Robust Programs Dedicated to Increasing Opportunities for Underrepresented Groups

We also believe it is critical that we increase ~~opportunity~~opportunities for underrepresented groups to enter the technology workforce. To find the best talent for technical andnon-technical roles, we actively partner with academic institutions that reach underrepresented communities. Some examples of our efforts to recruit women globally and individuals from underrepresented racial/ethnic ~~minority talent~~groups in the ~~U.S.~~United States include recruiting from diverse colleges and universities (including Historically Black Colleges and Universities (“HBCUs”), ~~Hispanic Serving~~Hispanic-Serving Institutions, women’s colleges, and tribal colleges), hosting hiring fairs within underrepresented communities around the world, and committing to the HBCU Partnership Challenge to support greater engagement between private companies and HBCUs. In February 2020, we hosted a conference for students from HBCUs to bring together Amazon’s HBCU alumni and 225 students from 42 HBCUs to learn, connect, and think about their future paths. In summer 2021, we sponsored a summer program held at Howard University, an HBCU, aimed at increasing the pipeline of economists from underrepresented racial/ethnic groups. Amazon’s Student Programs also offer internships across Amazon’s business units and look for interns through campus organizations like the National Society of Black Engineers, the Society of Hispanic Professional Engineers, Society of Women Engineers, American Indian Science and Engineering Society, and others.²³ ~~As another example,~~81 The Amazon ~~Amplify~~Propel Program is aan internship program ~~designed to increase the number of women in technology and innovation jobs in our U.K. business.~~

~~We also know~~ that the American workforce is changing—there’s a greater need for technical skills in the workplace than ever before, and a huge opportunity for people with the right skills to move into better paying jobs. Amazon already leads the way in pay with a $15 minimum wage, and offers competitive benefits to our employees, like healthcare from day one and up to 20provides two weeks of ~~parental leave. In 2019, Amazon announced it will invest $700 million in upskilling~~classroom-based training ~~programs designed to provide our employees access to the education~~ and training they need to grow their careers. This new initiative will provide 100,000 Amazon employees with access to training programs in high-demand areas like medicine, cloud computing, and machine learning.

In 2017, Amazon pioneered a progressive parental leave policy in the U.S., which provides new birth or adoptive parents, regardless of gender, who have worked for the Company for at least a year with sixten weeks of ~~paid parental leave. Birth parents may take up~~on-the-job training to ~~14 weeks of fully paid disability leave (four weeks prior~~support students interested in a career in software engineering. The program seeks to birth and eight weeks following birth) in addition to their six weeks of parental leave. Parental leave benefits apply to all full-time hourly and salaried employees, including our customer service and fulfillment center workers. For Amazonians whose spouses’ jobs don’t provide paid leave, Amazon offers Leave Share – an innovative program that enables employees to share any amount of their unused parental leave with their partner. Amazon also offers a way for new parents to ease back to work, through Ramp Back, which is eight weeks of optional, flexible, reduced work hours.

attract applicants from historically underrepresented groups.

In addition to our hiring efforts, we are investing in building the next generation of diverse technical leaders from various backgrounds by providing broader access to STEM education. ~~We have committed $50 million to support computer science and STEM programs for underserved and underrepresented communities.~~ Our Amazon Future Engineer program is a ~~comprehensive~~childhood-to-career ~~initiative to inspire, educate,~~ computer science education program offering programming that starts with primary school and ~~train children~~continues through secondary into career. Each year, the program inspires and ~~young adults~~educates millions of students globally from underserved ~~and underrepresented~~ communities to pursue careers inof the future by leveraging computer ~~science. We aim to inspire more than 10 million kids each year to~~science and coding skills. Students explore computer science ~~through coding camps~~by meeting Amazonians in virtual live career talks or explorations of our real-world innovations. We support educators with school curriculum and ~~online lessons, fund introductory~~project-based learning, using code to make music, program robots, and ~~Advanced Placement courses in computer science for over 100,000 young people in 2,000low-income~~ ~~high schools across the U.S., award~~solve problems. Amazon Future Engineer also awards 100 students ~~from underserved communities pursuing degrees~~ in ~~computer science~~the United States each year with four-year, ~~$10,000 annual~~$40,000 scholarships and ~~offer~~paid internships at Amazon, ~~to provide students work experience.~~as well as honoring Teacher of the Year Award winners with more than $30,000 for themselves and their schools. We also work with organizations like Code.org and Ada Developers Academy to promote diversity in the STEM pipeline. Other organizations with which we partner to inspire young girls in tech include Girls’ Brigade Singapore and Technovation Spain.

~~As noted above,~~

Given our focused attention on equal pay practices and workplace non-discrimination through our policies and practices, as reflected by our published pay statistics and our commitment to hiring and identifying the best talent from all backgrounds for ~~2019 compensation~~diverse and inclusive teams, the Board recommends that shareholders vote against this proposal.

	The Board of Directors recommends a vote “AGAINST” this proposal requesting additional reporting on gender/racial pay.

See https://www.aboutamazon.com/news/workplace/hiring-the-best-talent.

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	ITEM 18—SHAREHOLDER PROPOSAL REQUESTING A DIVERSITY AND EQUITY AUDIT

Beginning of Shareholder Proposal and Statement of Support:

Racial Equity Audit

Resolved

Shareholders of Amazon.com, Inc. (“Amazon”) request that the Board of Directors commission a racial equity audit analyzing Amazon’s impacts on civil rights, diversity, equity and inclusion, and the impacts of those issues on Amazon’s business. The audit may, in the ~~U.S.,~~board’s discretion, be conducted by an independent third party with input from civil rights organizations, employees, communities in which Amazon operates and other stakeholders. A report on the audit, prepared at reasonable cost and omitting confidential or proprietary information, should be publicly disclosed on Amazon’s website.

Supporting Statement

The murder of George Floyd, and the public outcry over the killings of other Black men and women, has galvanized the movement for racial justice and equity. This movement has focused the attention of media and policymakers on systemic racism, racial violence, and inequities throughout society. Companies would benefit from assessing the potential risks of their products, services and overall corporate practices that are or are perceived to be discriminatory, racist, or increasing inequalities. Companies that fail to assess these risks could face controversies that result in customer and employee attrition, negative press, significant fines or regulatory inquiries.

In 2020, Amazon tweeted its solidarity with the fight against systemic racism. Since then, Amazon has taken some measures to address racial justice and equity, including committing financial resources and publishing workforce diversity data. However, Amazon faces controversies, some significant, that pose various risks and raise questions related to the company’s overall strategy and the company’s alignment with its public statements. This includes:

•

Controversies related to workforce diversity, treatment of minority workers, environmental justice in communities of color, surveillance and civil rights;

•

Lawsuits alleging discriminatory hiring and promotion practices, and alleging failure to protect warehouse workers, who are mostly people of color; and,

•

Criticism regarding its products and services, and their adverse impacts on civil rights and communities of color.

There is no public evidence that Amazon is assessing the potential or actual negative impacts of its policies, practices, products, and services through a racial equity lens.

Amazon has stated it is conducting a human rights assessment, which is not an audit conducted by auditors who are experienced in rooting out biases and discrimination. Amazon’s assessment would not address the core issues of this proposal, including how Amazon is implementing its racial equity, diversity and inclusion strategy, assessing effectiveness, ensuring sufficient oversight mechanisms, and addressing potential structural impediments and implicit biases.

Furthermore, companies, like Starbucks, still faced risks and controversies related to their impacts on people of color after completing similar human rights reporting. Following those controversies, Starbucks conducted an independent racial equity audit that assisted them in identifying, prioritizing, and implementing improvements.

In 2021, 44 percent of Amazon shareholders supported a proposal seeking such an audit.

Because of the pattern and magnitude of controversies repeatedly facing Amazon, we ~~report~~believe that it is in shareholders’ best interests for Amazon to proactively identify and mitigate risks through an independent racial equity audit.

End of Shareholder Proposal and Statement of Support

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	RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 18

	Why We Recommend You Vote Against This Proposal
	• Amazon has committed to conducting a racial equity audit. • Amazon is committed to respecting and promoting civil and human rights, racial equity and racial justice, diversity and inclusion, and nondiscrimination, both in our operations and with our stakeholders. As we have made clear through our positions statement, “[t]he inequitable treatment of Black people is unacceptable,” and “we stand in solidarity with our Black employees, customers, and partners, and are committed to helping build a country and a world where everyone can live with dignity and free from fear.” • Amazon engages with impacted communities, stakeholders, and third-party experts and has initiated numerous programs to assess and address concerns that have been raised regarding our operations. • For example, starting in 2020, our senior leadership team dove deep into the mechanisms we use to hire, develop, and promote employees, so that we can better identify opportunities to ensure equitable access for all. We also publicly announced ambitious 2020 and 2021 Company-wide goals for diversity, equity, and inclusion. We have worked with Management Leadership for Tomorrow, which partners with more than 150 leading companies, social sector organizations, and universities to strengthen recruitment and retention of Black, Latinx, and Native American talent. Further, in 2021, Ring completed a civil rights and civil liberties audit with the Policing Project at New York University School of Law. • Given the scope, complexity, and constant evolution of our operations, as well as our existing commitment to human and civil rights, racial equity, diversity and inclusion, and nondiscrimination as reflected in our existing principles and policies and our numerous and evolving initiatives, we believe that commissioning a separate audit of the same issues is unnecessary.

We Have Committed to Conducting a Racial Equity Audit

As part of our existing commitment to human and civil rights, racial equity, diversity and inclusion, and nondiscrimination, we are conducting a racial equity audit. The focus of the audit will be to evaluate any disparate racial impacts on our nearly one million U.S. hourly employees resulting from our policies, programs, and practices. The audit will be conducted by attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and led by Loretta Lynch, the former Attorney General of the United States. We will publicly release the results from the audit once it is completed.

We are Committed to Respecting and Promoting Civil and Human Rights, Racial Equity and Racial Justice, Diversity and Inclusion, and Nondiscrimination, Both in Our Operations and with Our Stakeholders

We take very seriously our commitment to respect and value people from all backgrounds, including gender, race, ethnicity, religion, sexual orientation, veteran status, and disability. The policies and procedures we have in place and in process are intended to support this commitment, and we continuously look for ways to scale our impact as we grow. We believe “[d]iversity and inclusion are good for business—and more fundamentally—simply right.”82 Moreover, our Board and management team are fully aligned with these objectives. The Leadership Development and Compensation Committee oversees and monitors our strategies and policies related to human capital management within Amazon’s workforce, including with respect to policies on diversity, equity, and inclusion, workplace environment and safety, and corporate culture; the Audit Committee oversees legal compliance and controls, policies, and procedures; and the Nominating and Corporate Governance Committee oversees and monitors our other policies and initiatives relating to corporate social responsibility, including human rights and ethical business practices, and related risks most relevant to the Company’s operations and engagement with customers, suppliers, and communities.

Our culture of inclusion is reinforced within our 16 Leadership Principles, which remind our team members to work every day to create a more diverse and just work environment; seek diverse perspectives, learn and be curious, and earn trust; and that we must begin each day with a determination to make better, do better, and be better for our customers, our

See https://www.aboutamazon.com/about-us/our-positions.

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employees, our partners, and the world at large.83 We track and publicly disclose data about the representation of women and employees from underrepresented racial/ethnic groups in our workforce, and have recently increased the amount and specificity of data we share publicly, because we know that diversity helps us build better teams that meet the needs of and better represent our global customer base.84 Our reported gender and racial/ethnic group pay statistics demonstrate that Amazon pays our employees comparably when analyzing the work of people performing the same jobs. When evaluating 2021 compensation, including base compensation, cash bonuses, and stock, our reported data demonstrates that women globally and in the United States earned ~~99.3~~99.8 cents and 99.9 cents, respectively, for every dollar that men earned performing the same jobs, and racial/ethnic minorities in the United States earned ~~99.1~~99.2 cents for every dollar that white employees earned performing the same jobs. Reporting an unadjusted global median pay gap statistic annually would not advance our deep commitment to ensuring equal pay for equal work. An unadjusted global median pay statistic does not account for differences in pay practices across countries such as cost of living, job function, level, labor force participation rates, country currency, geography, and other factors that impact differences in compensation on a global basis. Furthermore, the

²³	~~See~~~~https://www.aboutamazon.com/working-at-amazon/diversity-and-inclusion/hiring-the-best-talent.~~



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~~SHAREHOLDER PROPOSALS~~

unadjusted global median pay statistic does not provide the information our managers and leaders need to make hiring, promotion, and retention decisions in a way that drives representation of women and minorities in management and leadership roles. We believe that the global pay gap information that we review and disclose publicly each year, which incorporates these differences, provides a more accurate picture of our global pay policies and practices.

As reflected by our published pay information, we are committed to fairly and equitably compensating our employees. Our compensation policies and practices are designed to ensure that employees are compensated in accordance85 Additionally, with their jobs and level, without regard to gender, race, or other protected categories. We ensure that our policies and practices are consistently implemented in accordance with the law by annually reviewing employee compensation.

Along with providing equitable compensation, we are deeply committed to creating an environment where all employees can be successful and thrive. Here too, the workforce demographics demonstrate that Amazon continues to make progress year over year. With more than ~~750,000~~1.6 million employees worldwide, we have increased the percentage of women and U.S. employees from underrepresented racial/ethnic ~~minorities~~groups across our tech andnon-tech corporate roles ~~over~~and in manager roles in each of the past three years.

Furthermore, we are committed to making the communities in which we operate better from an employment and financial perspective. We are proud to be a leader in compensation and employee benefits, and our high wages have had a positive impact on other wages in local labor markets where Amazon operates and have helped boost local economies across the country.86

In the United States, the roles in fulfillment and transportation offer an average starting wage of more than $18 an hour—and up to $22.50 per hour in some locations.87 Additionally, we provide numerous benefits to our employees, including comprehensive medical benefits, a 401(k) plan with a Company match, and up to 20 weeks of parental leave (birth parents are eligible for up to 20 weeks of leave and partners up to six). Every employee at Amazon also has access to nine different Company-funded upskilling programs as part of Amazon’s $1.2 billion Upskilling 2025 pledge.88 Programs include Career Choice, an education benefit which fully funds tuition for employees to learn new skills for career success at Amazon or elsewhere, including Bachelor’s degrees, industry certifications designed to lead to in-demand jobs, and foundational skills such as English language proficiency, high school diplomas, and GEDs.

Amazon Engages with Impacted Communities, Stakeholders, and Third-Party Experts and Has Initiated Numerous Programs to Assess and Address Concerns that Have Been Raised Regarding Our Operations

In addition to committing to conduct a racial equity audit, we have initiated numerous programs to assess and address racial justice considerations across key aspects of our operations, including those discussed below, and believe these initiatives and commitments fully address the objectives of this proposal.

•

Company-Wide Diversity, Equity, and Inclusion Goals. Starting in 2020, our senior leadership team dove deep into the mechanisms we use to hire, develop, and promote employees, so that we can better identify opportunities to ensure equitable access for all. We also publicly announced ambitious 2020 and 2021 Company-wide goals for diversity, equity, and inclusion.89 In 2020, we set, and met, goals to double the number of Black directors and vice presidents, launch inclusion training for all employees, and remove racially insensitive language in our tech documentation. In 2021, while we fell short of the ambitious goal we set to again double the number of Black directors and vice presidents, we made significant progress and increased the number of Black directors and vice presidents by almost 70% and remain committed to increasing diverse representation in our workforce at the most senior levels. We achieved our goal in 2021 to increase the hiring of U.S. Black mid-level employees by at least 30%. Further, we inspected any statistically significant demographic differences in performance ratings and attrition to identify root causes and, as necessary, implement action plans. We continue to inspect and refine the mechanisms we use to hire, develop, evaluate, and retain our employees to promote equity for all candidates and employees.

•

Participating in the MLT Black Equity at Work Certification Program. We have worked with Management Leadership for Tomorrow (“MLT”), which partners with more than 150 leading companies, social sector organizations, and universities to strengthen recruitment and retention of Black, Latinx, and Native American talent. We are also one of the initial 12 launch employers participating in the MLT Black Equity at Work Certification Program, which is a clear and comprehensive new standard that requires employers to assess and make meaningful progress toward achieving Black equity internally

See https://www.aboutamazon.com/news/workplace/building-an-inclusive-culture; https://www.aboutamazon.com/about-us/leadership-principles.

See https://www.aboutamazon.com/news/workplace/our-workforce-data.

See https://www.aboutamazon.com/news/job-creation-and-investment/study-shows-amazons-wage-increase-to-15-an-hour-also-upped-pay-for-non-
amazon-workers.

See https://press.aboutamazon.com/news-releases/news-release-details/amazon-announces-plans-hire-125000-employees-hundreds-cities-and.

See https://www.aboutamazon.com/workplace/upskilling-commitments.

See https://www.aboutamazon.com/news/workplace/diversity-equity-and-inclusion.

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while supporting Black equity in society.90 This program includes developing and implementing a rigorous plan to increase Black employee representation at every level of the organization.

•

Black Business Accelerator. We launched the Black Business Accelerator to help build sustainable equity and growth for Black-owned businesses. The $150 million initiative explicitly targets barriers to access, opportunity, and advancement created by systemic racism across America and was created in partnership with our Black Employee Network and a coalition of strategic partners, including the Minority Business Development Agency and the U.S. Black Chambers, Inc. The Black Business Accelerator aims to drive economic equity for Black entrepreneurs, providing them with financial support, business education and mentorship, and marketing and promotion of their brands and products as third-party sellers in our store.

•

Promoting Diversity and Inclusion in Our Workplace. Our diversity and inclusion website91 and sustainability report92 provide examples of the many proactive measures we have taken to promote gender and racial diversity and inclusion in our workforce, including among our leadership ranks. We are continuing to invest in our efforts to bring more women and employees from underrepresented racial/ethnic groups into leadership positions at Amazon. We have launched Rise, a leadership development program for Black leaders across all businesses. We employ hundreds of professionals in diversity, equity, and inclusion roles who are devoted full-time to promoting diversity, equity, and inclusion goals, initiatives, and mechanisms. We also have teams in every business and in executive recruiting dedicated to attracting and hiring diverse talent, and we participate in events and partnerships with groups like AnitaB.org, GEM Consortium Fellows, AfroTech, Lesbians Who Tech, and the American Indian Science and Engineering Society. We also ran a virtual summit, “Represent the Future,” in August 2021 that centered on Black, Latinx, and Native American talent (students and professional), and we are investing in internal and external programs to assist diverse leaders to advance into more senior roles.

Our 13 employee-led Affinity Groups, which engage employees across hundreds of chapters around the world, further foster our commitment to diversity, equity, and ~~inclusion is further fostered by our tenemployee-led~~ ~~Affinity Groups, reaching more than 40,000 employees in over 190 chapters globally.~~inclusion. These groups include Amazon People with Disabilities, Amazon Women in Engineering, Asians@Amazon, the Black Employee Network, Body Positive Peers, Families@Amazon, ~~glamazon,~~Glamazon, Indigenous@Amazon, Latinos@Amazon, Mental Health and Well-Being, Warriors@Amazon, Women@Amazon, and the Women in Finance Initiative. We ~~also have innovative benefit offerings, and~~ host annual and ongoing learning experiences with a diversity, equity, and inclusion focus, including our annual ~~AmazeCon and~~ Conversations on Race and Ethnicity (CORE) ~~conferences.~~conference. At ~~AmazeCon,~~CORE, our largest global internal conference, Amazonians examine the intersection of gender with race, sexual orientation, disability status, veteran status, and other dimensions of diversity. This conference has included diversity-oriented talks from academics and external leaders on technology, entrepreneurship, entertainment, and leadership and includesAmazon-specific training programs focused on personal and team development. Our focus on diversity, equity, and inclusion has been independently recognized by the Human Rights Campaign’s Corporate Equality Index; the NAACP Equity, Inclusion, and Empowerment Index; the Disability Equality Index; and by the 2019 American Foundation for the Blind Helen Keller Achievement Award. More information about Amazon’s diversity and inclusion efforts and employee demographics is publicly available at~~http:~~https://~~www.amazon.com/diversity~~www.aboutamazon.com/workplace/diversity-inclusion.

•

~~In addition, pursuant~~

Advocating for Racial Justice in Our Communities. We have made clear through the statement of our policy positions that “[t]he inequitable treatment of Black people is unacceptable,” and “we stand in solidarity with our Black employees, customers, and partners, and are committed to ~~its charter,~~helping build a country and a world where everyone can live with dignity and free from fear.”93 We will continue to support regulation that eliminates the ~~Leadership Development and Compensation Committee~~unjust targeting of people based on race, including the ~~Board oversees the Company’s strategies~~George Floyd Justice in Policing Act, and policies ~~related to human capital management. Its responsibilities specifically include overseeing~~that protect and ~~monitoring~~expand voting rights and provide better health and educational outcomes for Black and Brown communities around the ~~Company’s policies on diversity~~world. Additionally, AWS provides support and inclusion, compensation and benefits, and retention. The Board is also committed to its own diversity. The Nominating and Corporate Governance Committee of the Board includes, and has any search firm that it engages include, women and minority candidates in the pool from which it selects director candidates. Currently, over half of our independent directors are women, two (22%) of our independent directors are minorities, and two of the three Board committees are chaired by women.

Further, the proposal requests that we report on a “global median gender/racial pay gap” but does not define this term. The proposal defines “gender pay gap” but makes no attempt to articulate or describe the concept of a “racial pay gap,” much less how to measure such a gap on a global basis. For a global company like Amazon, the racial and ethnic composition of minority groups varies depending on the country or geographic region. Therefore, given the proposal’s vagueness on what a “global median gender/racial pay gap” would entail, it may not be possible to calculate and disclose a global racial pay gap statistic.

Given our focused attention on ensuring equal pay practices through our policies and practices as reflected by our published pay statistics and our commitment to hiring and identifying the best talent from all backgrounds for diverse and inclusive teams, the Board recommends that shareholders vote against this proposal.

~~The Board of Directors recommends a vote “AGAINST” this proposal requesting an alternative report on gender/~~

~~racial pay.~~



38

~~SHAREHOLDER PROPOSALS~~

~~ITEM 11—SHAREHOLDER PROPOSAL REQUESTING A REPORT ON CERTAIN COMMUNITY IMPACTS~~

~~Beginning of Shareholder Proposal and Statement of Support:~~

~~WHEREAS:~~

“Environmental racism” occurs when pollution is disproportionately concentrated in communities of color. “Environmental justice” occurs when pollution is borne equitably across communities regardless of their racial profile.

~~Popular and governmental attention to environmental justice increased in 2019:~~

~~First Presidential forum held on environmental justice~~ ~~(https://www.theguardian.com/environment/2019/nov/09/warren-booker-environmental-justice-forum-south-carolina)~~

~~Senator Cory Booker introduced “The Environmental Justice Act of 2019” andco-founded~~ ~~an “Environmental Justice Caucus” within the Senate~~ ~~(https://www.booker.senate.gov/?p=press_release&id=966)~~

~~House Natural Resources Committee Chair Raul Grijalva and Rep. McEachin began a process to draft an environmental justice~~
~~bill(https://naturalresources.house.gov/media/press-releases/chair-grijalva-rep-mceachin-launch-historic-effort-to-draft-environmental-~~
~~justice-bill-based-on-public-feedback-at-environmental-justice-convening)~~

~~California passed Assembly member Robert Rivas’s environmental justice bill~~ ~~(https://a30.asmdc.org/press-releases/20190912-state-legislature-approves-assemblymember-robert-rivas-environmental-justice)~~

~~A New School report counted 40 local policies aimed at achieving environmental justice~~ ~~(https://static1.squarespace.com/static/5d14dab43967cc000179f3d2/t/5d5c4bd0e1d5150001a5a919/1566329811163/NRDC_FinalReport_~~
~~04.15.2019.pdf).~~

~~Evidence suggests Amazon’s logistics operations may have an environmentally racist impact. Beyond carbon dioxide which drives climate change, diesel trucks also emit other dangerous substances:~~

~~Nitrogen dioxide and microscopic particles permanently stunt lung development in children.~~~~(https://www.citylab.com/environment/2019/04/air-pollution-data-health-effects-child-asthma-choked-book/587545/)~~

~~Heat causes nitrogen oxides to combine with volatile organic compounds to become ozone. Ozone causes breathing problems and premature death.~~~~(https://www.lung.org/our-initiatives/healthy-air/outdoor/air-pollution/ozone.html)~~

San Bernardino, California is a major logistics hub for Amazon and has some of the worst air quality in the country. Children in this region have many adverse health symptoms linked to diesel emissions.~~(https://www.lung.org/about-us/blog/2016/11/battling-for-breath.html)~~

A coalition representing the “majority-minority” community is opposing a proposed air hub where Amazon is the “rumored tenant” and which would draw more trucks, worsening the pollution in the community.~~(https://www.sbsun.com/2019/12/06/bernie-sanders-xavier-becerra-urge-faa-to-study-impacts-of-planned-logistics-center-at-san-bernardino-airport/)~~

~~The following are Amazon warehouses in communities of color, defined as zip codes with “majority-minority” populations, that are also within atop-20~~ ~~smog-polluted metropolitan region, according~~mentorship opportunities to the ~~American Lung Association.~~

~~Communities~~Memorial Foundation’s Social Justice Fellows Program, a free eight-week program where ~~a large proportion~~50 fellows, ages 18 to 35, focus on advocacy, community organizing, and public policy.94

•

Assessing, Addressing, and Mitigating the Impact of ~~the population is Latinx:~~

~~California: San Bernardino, Eastvale, Fontana, Rialto, Redlands, Riverside, Moreno Valley, Perris, Beaumont, Long Beach, Fresno, Sacramento, Stockton, Tracy, Patterson~~

~~Arizona: Phoenix, Tolleson~~

~~Connecticut: Windsor~~

~~Illinois: Waukegan~~



		~~2020 Proxy Statement~~		39

~~SHAREHOLDER PROPOSALS~~

~~Nevada: North Las Vegas~~

~~Texas: Houston, Dallas, Wilmer~~

~~New Jersey: Carteret~~

~~Utah: Salt Lake City~~

~~Communities where a large proportion of the population is Black:~~

~~Colorado: Aurora~~

~~Georgia: Union City, Lithia Springs, Stone Mountain~~

~~Illinois: Joliet, Romeoville~~

~~Texas: Fort Worth, Dallas, Lancaster~~

This list reveals that many communities of color throughout the United States are heavily impacted by Amazon’s pollution. When considering freight routes, including rail and air transportation, Amazon has an even larger impactOur Operations on ~~communities of color.~~

~~Amazon could face regulatory, operational, and reputational risk from the possible disproportionate impact of its pollution on communities of color.~~

~~Resolved:~~

Shareholders request that Amazon prepare a public report, describing its efforts, above and beyond legal and regulatory compliance, to identify and reduce disproportionate environmental and health harms to communities of color, associated with past, present and future pollution from its delivery logistics and other operations. The report should be prepared at reasonable expense and may exclude confidential information.

~~End of Shareholder Proposal and Statement of Support~~Communities.

~~RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 11~~

Amazon is committed to sustainability and social responsibility as we outline in the Amazon Global Human Rights Principles, which manifests our commitment to the people, workers, and communities that support our entire value chain so that they are treated with fundamental dignity and respect.²⁴

For the operations sites in the locations the proponents list above, it is important to note that we are taking steps to significantly reduce the level of emissions from trucks used to transport products to and from the sites. We are in the process of converting much of our transportation fleet from diesel and other fossil fuels to electric, and in 2019, we announced the order of 100,000 Rivian electric vehicles (“EVs”) customized for package delivery, the largest order ever of EV vehicles. We plan to have 10,000 of these EVs on the road by 2021 and all 100,000 EVs on the road by 2030, saving 4 million metric tons of carbon per year by 2030. We are also ~~investing in the electrification of Class 8 tractors, Class 6 box trucks, yard hostlers, and airport ground handling equipment, and will have electric models of each on the road in 2020.~~

We regularly analyze the environmental and social impacts of our businesses and assess how we can positively contribute to ~~and manage impacts on~~ the many communities in which we operate across the United States and the world. We report on many of these activities through our sustainability ~~website~~

See https://www.mltblackequityatwork.org/about-the-certification/.

See https://www.aboutamazon.com/workplace/diversity-inclusion.

See Amazon Sustainability 2020 Report: Further and Faster, Together, available athttps://sustainability.aboutamazon.com/
pdfBuilderDownload?name=amazon-sustainability-2020-report. ~~The~~

See https://www.aboutamazon.com/about-us/our-positions.

See https://www.aboutamazon.com/news/aws/training-the-next-generation-of-social-justice-leaders.

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website ~~provides~~95 and in our sustainability report. These resources provide information on our sustainability efforts, our community impact and work, and how we strive to support underrepresented and underprivileged communities. ~~In addition~~We are taking steps to ~~our efforts to~~significantly reduce the environmental impact of our operations wein communities by continuing to electrify our delivery vehicles and transportation network and working to power our operations with 100% renewable energy by 2025, five years ahead of our original target of 2030, as part of our goal to reach net-zero carbon by 2040. Amazon’s custom electric delivery vehicles hit the road testing with customer deliveries in Los Angeles in February 2021, and since have expanded to 15 additional U.S. cities, including San Francisco, Nashville, Tulsa, Minneapolis, Denver, and more. We also strive to have a positive impact on other aspects of the communities in which we operate by driving economic growth, investing in affordable housing, and supportingnon-profits and community organizations. ~~Among other things,~~For example, in 2021, we established the Amazon Housing Equity Fund to provide more than $2 billion in below-market loans and grants to preserve and create affordable homes for individuals and families earning moderate to low incomes in our three hometown communities—Washington state’s Puget Sound region; the Washington, D.C., and Arlington, Virginia, metropolitan areas; and Nashville, Tennessee.96 Amazon’s first commitments of more than $869 million will make up to 5,300 affordable apartment homes available in these communities with more investments to come. We have also partnered with social impact and economic justice groups to support real estate developers of color and facilitate affordable housing projects.97 We have committed $21 million to pilot a two-year accelerator program that provides Black, Hispanic, and Native American real estate developers with training, mentorship, and capital to kickstart their projects. As another example, we contribute monetary and in-kind donations to support schools and organizations in local communities.98 Moreover, when a fulfillment center is first established in a community, it is generally accompanied by significant capital investments by Amazon and others, the creation of new jobs with Amazon and other employers, and sizeable increases in sales tax revenue.²⁵ Additionally, through a donation match program, Amazon and our employees have donated more than $27 million to organizations working to bring about social justice and improve the lives of Black and African Americans, including groups focused on combating systemic racism through the legal system and groups dedicated to expanding educational and economic opportunities for Black communities.99

²⁴	~~See~~~~https://sustainability.aboutamazon.com/governance/amazon-global-human-rights-principles.~~

²⁵	~~See~~~~https://blog.aboutamazon.com/job-creation-and-investment/the-amazon-effect-what-a-fulfillment-center-means-to-its-community~~.



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~~SHAREHOLDER PROPOSALS~~

~~In September 2019, we announced The Climate Pledge with our~~•

~~co-founder~~Creating Opportunity for Disadvantaged and Underrepresented Communities. ~~Global Optimism. The Climate Pledge~~We also believe it is ~~a commitment to be net zero carbon by 2040—a decade ahead of the Paris Agreement’s goal of 2050.~~²⁶ In furtherance of this goal, we launched Shipment Zero, our vision to make all Amazon shipments net zero carbon, with 50% of all shipments net zero by 2030. Our sustainability website also includes information on our carbon footprint and other sustainability metrics that share the progresscritical that we ~~are making towards reaching The Climate Pledge.~~increase opportunities for underrepresented groups to enter the technology workforce. To ~~execute on~~find the ~~Climate Pledge,~~best talent for technical and non-technical roles, we ~~will need~~actively partner with academic institutions that reach underrepresented communities. Some examples of our efforts to ~~reduce carbon emissions in all communities in which we operate around the world.~~

To help us meet The Climate Pledge, we are rapidly transitioning to renewable energy, which further helps the communities in which we operate. We have committed to operating with 80% renewable energy by 2024recruit women globally and ~~100% by 2030. We have installed over 60 solar rooftops on fulfillment centers across the world, with 40 located~~individuals from underrepresented racial/ethnic groups in the United States ~~including 29~~include recruiting from diverse colleges and universities (including Historically Black Colleges and Universities (“HBCUs”), Hispanic Serving-Institutions, women’s colleges, and tribal colleges), hosting hiring fairs within underrepresented communities around the world, and committing to the HBCU Partnership Challenge to support greater engagement between private companies and HBCUs. In February 2020, we hosted a conference for students from HBCUs to bring together Amazon’s HBCU alumni and 225 students from 42 HBCUs to learn, connect, and think about their future paths. In summer 2021, we sponsored a summer program held at Howard University, an HBCU, aimed at increasing the pipeline of economists from underrepresented racial/ethnic groups. Amazon’s Student Programs also offer internships across Amazon’s business units and look for interns through campus organizations like the National Society of Black Engineers, the Society of Hispanic Professional Engineers, Society of Women Engineers, American Indian Science and Engineering Society, and others.100 The Amazon Propel Program is an internship program that provides two weeks of classroom-based training and ten weeks of on-the-job training to support students interested in a career in software engineering. The program seeks to attract applicants from historically underrepresented groups.

In addition to our hiring efforts, we are investing in building the next generation of diverse technical leaders from various backgrounds by providing broader access to STEM education. Our Amazon Future Engineer program is a childhood-to-career computer science education program offering programming that starts with primary school and continues through secondary into career. Each year, the program inspires and educates millions of students globally from underserved communities to pursue careers of the ~~34 communities listed~~future by leveraging computer science and coding skills. Students explore computer science by meeting Amazonians in virtual live career talks or explorations of our real-world innovations. We support

See https://sustainability.aboutamazon.com/.

See https://www.aboutamazon.com/impact/community/housing-equity; https://www.aboutamazon.com/news/community/amazon-commits-another-24-8-million-for-local-affordable-homes.

See https://www.aboutamazon.com/news/community/amazon-launches-21m-program-for-real-estate-developers-of-color.

See https://www.aboutamazon.com/news/job-creation-and-investment/the-amazon-effect-what-a-fulfillment-center-means-to-its-community.

See https://www.aboutamazon.com/news/policy-news-views/amazon-donates-10-million-to-organizations-supporting-justice-and-equity.

100

See https://www.aboutamazon.com/news/workplace/hiring-the-best-talent.

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educators with school curriculum and project-based learning, using code to make music, program robots, and solve problems. Amazon Future Engineer also awards 100 students in the ~~shareholder proposal,~~United States each year with four-year, $40,000 scholarships and we are in the process of installing solar rooftops in many of the remaining communities. The capacity of the solar rooftops installed in the identified communities total 59 MW, enough to power 9,400 average U.S. homes. Alongside our investments in large, off-site wind and solar farms, this rooftop solar program reduces our use of fossil fuel and carbon emissions. Our largest renewable energy project to date ispaid internships at Amazon, Wind Farm Texas in Scurry County, West Texas, about 3.5 hours from the Dallas-Fort Worth metro area. In addition, we have implemented energy efficiency projects including Retro-Commissioning, LED upgrades, Building Management System (BMS) upgrades, and High efficiency HVAC system upgrades at all locations where we have not yet installed rooftop solar systems and at the majority of all other locations listed.

~~Finally, we are committed to making the communities in which we operate better from an employment and financial,~~ as well as ~~environmental, perspective. We pay a minimum wage~~honoring Teacher of ~~$15 an hour to all of our full-time, part-time, temporary, and seasonal employees across~~ the ~~U.S.~~²⁷ ~~We provide industry-leading, comprehensive benefits. We create long-term, innovative, and high impact programs that leverage our unique assets and culture. For example, we have donated~~Year Award winners with more than ~~$1.5 million~~$30,000 for themselves and their schools. We also work with organizations like Code.org and Ada Developers Academy to charities in California through monetary and in-kind donations. As part of our efforts to invest in school robotics and STEM education programs, libraries, and after-school programs supporting families, Amazon contributes to various groups in California’s Inland Empire, including the Corona High School STEM and Robotics program, Feeding America of San Bernardino, the San Bernardino Library Foundation, and the San Bernardino Parks and Recreation.²⁸ ~~We make similar contributions to support schools and organizations in other communities cited~~promote diversity in the ~~proposal, including~~STEM pipeline. Other organizations with which we partner to inspire young girls in ~~Arizona (Phoenix~~tech include Girls’ Brigade Singapore and ~~Tolleson), Colorado (Aurora), Illinois (Waukegan and Joliet), Nevada (North Las Vegas), and Utah (Salt Lake City).~~Technovation Spain. We publish additional information regarding investments we make in our communities through various pages on our website, such as our website dedicated to job creation and investment at~~https://www.aboutamazon.com/job-creation-and-investment~~and our news blog’s community ~~page~~page.

•

Responding to Civil Rights Concerns Relating to Our Products and Services. While there is a lot of misunderstanding and misinformation around our Amazon Rekognition technology and Ring products, we have been consistent and proactive in our efforts to address concerns and mitigate the risk of misuse through policy and advocacy efforts, customer contractual requirements and training, consultation with third-party experts, and other policies and practices. For example, as highlighted below, in 2021 Ring completed a civil rights and civil liberties audit with the Policing Project at~~https://blog.aboutamazon.com/community~~.

~~The Board believes~~ New York University School of Law.

Amazon Rekognition is an image analysis service that ~~our existing initiatives,~~can analyze objects, people, text, scenes, and activities in images and videos. It is not a surveillance system. When used properly and responsibly, Amazon’s facial recognition technology can help to protect civil rights, as demonstrated by non-profit, advocacy, and government groups using it for purposes including tracking and stopping child exploitation, rescuing victims of human trafficking, and locating hundreds of missing children. It has also been used to build educational apps, enhance security through multi-factor authentication, identify suggestive or explicit website content in order to block or remove those ~~detailed above, demonstrate~~images, and provide identity verification as part of mobile banking services for underbanked individuals in emerging geographies, among numerous other examples. Similarly, Ring strives to fulfill its mission to make neighborhoods safer, including by inventing home security products that wesolve real customer problems and assisting community members in sharing important safety information and connecting with each other.

Amazon has continuously taken steps to address illegal and discriminatory use of such technology through customer contractual requirements, policies, practices, and advocacy efforts. As a condition to using Amazon Rekognition and every other AWS service, a customer (including a government or law enforcement customer) must accept the AWS Acceptable Use Policy, which prohibits use of AWS’s services “for any illegal, harmful, fraudulent, infringing or offensive use,” including “[a]ny activities that are ~~already responsibly managing~~illegal, that violate the ~~environmental impact~~rights of others, or that may be harmful to others, our operations onor reputation.”101 We have reviewed and turned down potential customers whose proposed uses would violate our Acceptable Use Policy. We also have a mechanism to allow third parties to report potential abuses of the ~~communities in which we operate, including communities of color,~~technology, and ~~recommends that shareholders vote against this proposal.~~

~~The Board of Directors recommends a vote “AGAINST” this proposal requesting a report on certain community~~

~~impacts.~~

~~ITEM 12—SHAREHOLDER PROPOSAL REQUESTING A REPORT ON VIEWPOINT DISCRIMINATION~~

~~Beginning of Shareholder Proposal and Statement of Support:~~

~~Viewpoint Discrimination Risk Reporting~~

~~Whereas~~~~,Shareholders of Amazon.com, Inc. (“Amazon”) invest~~ in the ~~company to receive maximum return on their ownership investment in~~more than five years AWS has been offering Amazon ~~without the costs and risks associated with Amazon restricting specific social, political, or religious views.~~

²⁶	~~See~~~~https://blog.aboutamazon.com/sustainability/the-climate-pledge~~.

²⁷	~~See~~~~https://www.aboutamazon.com/our-company/our-positions~~.

²⁸	~~See~~~~https://blog.aboutamazon.com/job-creation-and-investment/the-amazon-effect-what-a-fulfillment-center-means-to-its-community~~.



		~~2020 Proxy Statement~~		41

~~SHAREHOLDER PROPOSALS~~

~~Whereas,~~~~any decision by Amazon to either endorse or reject social, political, or religious views may alienate customers, harm the company’s reputation, and negatively impact business performance.~~

~~Whereas~~~~,the City~~Rekognition, we have not received a single report of Seattle, the State of Washington, the United States, and several International Conventions prohibit discrimination against religious groups and beliefs, and the City of Seattle prohibits discrimination against political ideology.

~~Resolved~~:Shareholders request that Amazon issue a report, at reasonable cost and omitting proprietary information, evaluating the range of risks and costs associated with discriminating against different social, political, and religious viewpoints.

~~Supporting Statement~~

A large part of Amazon’s dynamic success is its integration with the global economy through partnerships with logistical service providers and independent content creators. Any policy that discriminates against delivery partners, content creators, or customers based on social, political, or religious views obstructs the near-limitless potential that Amazon’s innovative approach has unlocked.

One example of Amazon’s choice to discriminate against social, political, or religious views is its exclusion of U.S. Internal Revenue Service-approved charities from receiving customer-selected donations through the Amazon Smile Program. This program has donated over $100 million to nonprofits, making it one of the largest sources of consumer earmarked charitable supportuse in the ~~United States.~~¹ ~~Amazon’s implementation of viewpoint-discriminatory policies~~harmful manner posited in the ~~Smile Program itself stems from a reliance on viewpoint-discriminatory, partisan, and discredited sources.~~²

~~We are also concerned~~proposal. In addition to the contractual restrictions that prohibit the ~~Company’s failure to respect diverse social, political, and religious viewpoints in the Smile program is symptomatic~~use of a tendency to discriminate against such views more broadly. For example, although Amazon’s policies state “we provide our customers with access to a variety of viewpoints, including books that some customers may find objectionable,” it has recently begun removing books based on customer objections.³ ~~And, while~~ Amazon publicly affirms its commitment to different perspectives, it officially opposed a shareholder proposal to gauge progress in ideological diversity on the Board of Directors in its 2019 proxy materials.

~~The shareholders should be aware of the extent to which discrimination against social, political,~~Rekognition for anything illegal, harmful, fraudulent, infringing, or religious views by Amazon in its partnerships, content policies, and options for customer-selected charitable donations may jeopardize Amazon’s current market-dominance and may negatively affect important social dynamics beyond Amazon’s immediate business impact.

~~We therefore ask and recommend that the report called for include, among other issues at board and management discretion:~~

1.	~~Risks associated with relying on a partisan and external source to determine eligibility for charitable support from third-party customers.~~

2.	~~Risks associated with regulating content on the platform based on its social, political, or religious viewpoint.~~

3.	~~A full evaluation of viewpoint bias and associated risks to ensure that Amazon is making balanced decisions and that it is acting consistent with its commitment to diversity.~~

¹	~~https://techcrunch.com/2018/10/29/amazonsmile-has-raised-100-million-for-charity/~~

²	~~https://www.currentaffairs.org/2019/03/the-southern-poverty-law-center-is-everything-thats-wrong-with-liberalism~~;

~~https://www.politico.com/magazine/story/2017/06/28/morris-dees-splc-trump-southern-poverty-law-center-215312~~;~~https://www.cnn.com/2019/03/29/us/splc-leadership-crisis/index.html~~.

³	~~https://www.christianpost.com/news/christian-authors-blast-amazon-banning-their-books-selling-pedophilia-titles.html~~

~~End of Shareholder Proposal and Statement of Support~~



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~~SHAREHOLDER PROPOSALS~~

~~RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 12~~

We take seriously our commitment to diversity and respect for people from all backgrounds, including gender, race, ethnicity, religion, sexual orientation, disability, and other dimensions of diversity, which are enduring values for us as reflected in a number of Company policies, including the Amazon Global Human Rights Principles.²⁹ Diversity and inclusion are cornerstones of our continued success and critical components of our culture, “help[ing] us better serve customers, selling partners, content creators, employees, and community stakeholders from every background.”³⁰ ~~We serve diverse customer sets, operate in diverse communities, and rely on a diverse workforce. The policies and procedures~~offensive, we have in place specific guidance and requirements regarding public disclosure, training, and other safeguards. We have science and technical experts who help promote fairness in our products and services, including helping to design, test, and audit our services for fairness and accuracy and to mitigate potential bias, and who publish academic papers and provide thought leadership in this area. AWS also makes available capabilities that help customers detect bias in machine learning models and increase transparency by helping explain model behavior to customers and other stakeholders.102 In June 2020, AWS implemented a moratorium on use of Amazon Rekognition’s face comparison feature by police departments in connection with criminal investigations and, in May 2021, AWS announced the indefinite extension of that moratorium. We believe this moratorium will give governments time to implement appropriate rules, and we stand ready to help with any such initiatives.

The Neighbors App by Ring is a free application designed to help community members connect with each other and trusted sources of safety information like the public safety agencies that serve them. Ring limits potential misuse of its products and services in numerous ways, including designing Neighbors to allow users to choose whether and what to share, if anything, enforcing strict limitations on requests for information or video recordings, and requiring all users to abide by community guidelines that prohibit racial profiling, hate speech, and other forms of discrimination. Ring has a dedicated group of team members, who are trained regarding critical and timely issues, proactively moderating Neighbors content and working to remove prohibited content prior to posting publicly, 24 hours a day, seven days a week.

101

Available at https://aws.amazon.com/aup/.

102

Available at https://aws.amazon.com/sagemaker/clarify/.

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In 2021, Ring completed a civil rights and civil liberties audit with the Policing Project at New York University School of Law. The audit was focused on potential racial justice, civil rights, civil liberties, and democratic accountability issues relating to law enforcement’s use of Neighbors and Ring’s practices regarding law enforcement requests for information. As part of the audit, the Policing Project presented Ring with a detailed set of recommendations. During the course of the audit, Ring implemented over one hundred changes to its products, policies, and legal processes.103 For instance, in addition to the safeguards Ring already had in place such as human content moderation, Ring implemented important design and moderation changes to further minimize the risk of potentially biased or problematic content. Ring also engaged the Center for Democracy and Technology (the “CDT”) to provide counsel and help strengthen its moderation practices, and the CDT contributed to updates to the Neighbors App and community guidelines in 2021. Ring is committed to making sure our ~~employees, sellers,~~products and ~~customers~~services are ~~intended~~used responsibly, and to ~~foster diversity and inclusion and~~helping communities build a more just, equitable society.

Our policies also prohibit the sale of products that promote, ~~respect for all people.~~incite, or glorify hatred, violence, racial, sexual, or religious intolerance or promote organizations with such views. We maintain these policies to ~~facilitate~~ensure a welcoming environment for our global customers and selling partners to do business while offering the widest selection of items on earth. ~~We believe “[d]iversity and inclusion are good for business—and more fundamentally—simply right.”~~³¹

~~In addition to measures designed to combat discrimination,~~If we ~~have thorough risk management processes to protect against risks to the Company, including risks related to the application~~find that a seller has supplied a product in violation of our ~~policies. As~~offensive products policies, we take corrective actions, as appropriate, including but not limited to immediately removing the listing, suspending or terminating seller privileges, and permanent withholding of payments. Additionally, on our Twitch service, in January 2021 we implemented a new Hateful Conduct and Harassment Policy as part of ~~this process, the Nominating~~our Community Guidelines, and Corporate Governance Committee oversees and monitors the Company’s policies and initiatives relating to corporate social responsibility, including human rights and ethical business practices, and related risks most relevant to the Company’s operations and engagement with customers, suppliers, and communities, other than with respect to human capital management matters, which are overseen by the Leadership Development and Compensation Committee, and compliance and controls matters, which are overseen by the Audit Committee.

In light of our demonstrated commitment to our core values of diversity and inclusion for all stakeholders of Amazon, from customers to sellers to employees, as well as our robust risk management process, the Board recommends that shareholders vote against this proposal.

~~The Board of Directors recommends a vote “AGAINST” this proposal requesting a report on viewpoint discrimination.~~

~~ITEM 13—SHAREHOLDER PROPOSAL REQUESTING A REPORT ON PROMOTION DATA~~

~~Beginning of Shareholder Proposal and Statement of Support:~~

~~Whereas: Institutionalized sexism, compounded by racism, has become an undeniable, visible, widespread, and multifaceted problem in the tech industry:~~

~~The topic of sexism in the tech industry has been covered by major media outlets:~~

^○

~~(https://www.washingtonpost.com/outlook/2019/02/19/women-built-tech-industry-then-they-were-pushed-out/)~~

^○

~~(https://www.fastcompany.com/40477163/the-industry-is-fundamentally-broken-women-on-sexism-in-silicon-valley)~~

^○

~~(https://www.theguardian.com/world/2018/mar/17/sexual-harassment-silicon-valley-emily-chang-brotopia-interview)~~

^○

~~(https://www.newyorker.com/magazine/2017/11/20/the-tech-industrys-gender-discrimination-problem)~~

~~At Google, tens of thousands of workers walked off the job to protest the mishandling of sexual harassment. (https://www.nytimes.com/2018/11/01/technology/google-walkout-sexual-harassment.html)~~

~~The media has reported on male employees at Microsoft and Google, openly questioning the innate capacity of women to be tech workers.(https://www.nbcnews.com/business/business-news/google-employee-s-anti-diversity-manifesto-women-s-neuroticism-goes-n790401)(https://arstechnica.com/tech-policy/2019/04/now-its-microsofts-turn-for-an-anti-diversity-internal-revolt)~~

²⁹

~~See, e.g., Amazon.com Code of Business Conduct and Ethics,~~~~https://ir.aboutamazon.com/corporate-governance/documents-charters/code-business-conduct-and-ethics~~~~; Amazon Global Human Right Principles,~~~~https://sustainability.aboutamazon.com/governance/amazon-global-human-rights-principles~~ ~~(“As outlined in our Code of Business Conduct and Ethics,~~ we ~~do not tolerate discrimination”).~~

³⁰	~~See~~~~https://www.aboutamazon.com/working-at-amazon/diversity-and-inclusion/diversity-and-inclusion-at-amazon.~~

³¹	~~See~~~~https://www.aboutamazon.com/our-company/our-positions~~.



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~~SHAREHOLDER PROPOSALS~~

The presence of multiple high-profile lawsuits at peer companies regarding gender discrimination or gender and race discrimination are an indication of the severity of this problem. Cases include Pao v Byers, Massouris v Microsoft, Huang v. Twitter, Hong v Facebook, Blackwell and Boyd v Salesforce, Vandermeyden v. Tesla and the Oracle case which was brought by the federal government.

~~Prominent social theorists assert that race and gender combine to create unique forms of discrimination. (https://en.m.wikipedia.org/wiki/Kimberl%C3%A9_Williams_Crenshaw)~~

~~Whereas: Numerous experts have noted that institutionalized sexism, compounded by racism, hurts corporate performance:~~

~~A study of employees who left companies for reasons related to equity revealed significant costs(https://www.smash.org/wp-content/uploads/2015/05/corporate-leavers-survey.pdf)~~

~~A McKinsey study revealed a correlation between more diverse leadership and superior financial performance(https://www.mckinsey.com/business-functions/organization/our-insights/why-diversity-matters)~~

~~Experts have shown that women are leaving the tech industry because of lack of career advancement opportunities(https://hbr.org/2019/10/why-techs-approach-to-fixing-its-gender-inequality-isnt-working)(https://www.fastcompany.com/90274067/this-is-why-women-leave-jobs-in-tech)(https://medium.com/tech-diversity-files/the-real-reason-women-quit-tech-and-how-to-address-it-6dfb606929fd)~~

~~Other analysts have shown that race combines with gender to create even greater barriers to advancement for women of color(https://medium.com/awaken-blog/intersectionality-101-why-were-focusing-on-women-doesn-t-work-for-diversity-inclusion-8f591d196789)~~ ~~(https://www.vox.com/2017/10/3/16401054/gender-race-executive-professional-roles-promotion-hiring-people-color-women)~~

~~Whereas: Gender balance among Amazon’s upper ranks is a challenge~~

~~Amazon’s overall workforce is 58% men and 42% women(https://www.aboutamazon.com/working-at-amazon/diversity-and-inclusion/our-workforce-data)~~

~~Amazon’s managers are 73% men and 27% women(https://www.aboutamazon.com/working-at-amazon/diversity-and-inclusion/our-workforce-data)~~

~~Amazon’s top 22 executives – called theS-Team~~ ~~– are 86% men and 14% women(https://www.geekwire.com/2019/amazon-expands-bezos-elite-s-team-adding-6-execs-emerging-branches-company/)~~

~~Whereas: Researchers have noted that analyzing who a company promotes is an effective way of revealing bias against women and underrepresented minorities.~~

~~(https://hbr.org/2019/10/why-techs-approach-to-fixing-its-gender-inequality-isnt-working)~~

~~(https://www.fastcompany.com/90274067/this-is-why-women-leave-jobs-in-tech)~~

~~(https://medium.com/tech-diversity-files/the-real-reason-women-quit-tech-and-how-to-address-it-6dfb606929fd)~~

~~Whereas: Shareholders need data to determine the level of risk due to the possibility of institutionalized sexism at Amazon;~~

~~Resolved:~~

Shareholders request that Amazon prepare a public report, as soon as practicable, disclosing promotion velocity rates at Amazon. Promotion velocity is defined as the time it takes from the date of hire to promotion, or between one promotion and the next. The report should provide promotion velocity rates by title and level for different gender and racial identities. It should be prepared at reasonable expense and may exclude confidential information.

~~End of Shareholder Proposal and Statement of Support~~



44

~~SHAREHOLDER PROPOSALS~~

~~RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 13~~

~~We are committed to increasing gender and racial diversity and~~ are continuing to invest in ~~our efforts~~improvements to ~~bring more women~~enforcement tools and ~~minorities into leadership positions at Amazon. We know~~capacity that ~~diversity~~make it easier and inclusion matter and recognize that the advancement of diverse employees begins with proactive recruitment, retention, and development. We track representation of women and underrepresented racial/ethnic minorities because we know that diversity helps us build better teams that are obsessed over our global customer base. Our reported gender and minority pay statistics demonstrate that Amazon pays its employees comparably when analyzing the work of people performing the same jobs.³² In support of our commitment to diversity, we have teams in every business and in executive recruiting dedicated to hiring diverse talent, participate in events and partnerships with groups like AnitaB.org, GEM Consortium Fellows, AfroTech, Lesbians Who Tech, Girls in Tech, and the American Indian Science and Engineering Society, and invest in programs to assist diverse leaders to advance into more senior roles. We built “We Power Tech” to make the future of technology more accessible, flexible, and inclusive.

Reporting on promotion statistics in the manner requested by the proposal would not advance our deep commitment to diversity and inclusion, or provide the information our managers and leaders need to make promotion decisions. Because promotion velocity can be affected by a combination of objective and subjective factors, including prior experience, individual performance, qualifications, and employee interest, the proposed analysis would be uninformative and possibly misleading. Without relevant controls for these factors, simply comparing the speed with which different races and genders are promoted by title and level will not produce useful information about racial or gender disparities.

Rather than relying on misleading or unhelpful measures of promotion velocity, Amazon focuses on maintaining a process for vetting promotions that is robust, balanced, and considers a broad variety of perspectives. For example, managers promote employees based on a range of peer feedback and how an employee meets expectations for the next level. Manager training instructs managers on how to write effective promotion justifications that rely on consistent criteria to gauge an employee’s knowledge, skills, and experience necessary to successfully perform at the next level. This manager training links managers to further content on how to recognize and interrupt potential unconscious biases in decision making. The promotion process also supports fairness by considering employees on their own merits, not comparing them to others.

We also work to develop diverse leaders internally through training and mentoring. We have Leaders’ Workshops within our annual AmazeCon and Conversations on Race and Ethnicity (CORE) conferences, to help our leadership understand and build their team’s culture of inclusion. At AmazeCon, our largest global internal conference, Amazonians examine the intersection of gender with race, sexual orientation, disability status, veteran status, and other dimensions of diversity. This conference has included diversity-oriented talks from academics and external leaders on technology, entrepreneurship, entertainment, and leadership and includes~~Amazon-specific~~ training programs focused on personal and team development. In addition, our employees have multiple opportunities to seek mentoring relationships, including company-sponsored mentoring programs, and affinity group-organized mentor pairings focused on various communities. Through our mentoring platform, employees are able to select preference for mentors, including by gender. Each month, over 500 new mentorship connections are made across the Company. Furthermore, in 2016 we launched an initiative in India for women-only delivery stations, aimed at empowering women and transforming their lives. Through this initiative, we engaged with women in India to open new employment and leadership opportunities for women in an area where they were not applying for traditional roles.

We also know that the American workforce is changing—there’s a greater need for technical skills in the workplace than ever before, and a huge opportunity for people with the right skills to move into better paying jobs. Amazon already leads the way in pay with a $15 minimum wage, and offers competitive benefits to our employees, like healthcare from day one and up to 20 weeks of parental leave. In 2019, Amazon announced it will invest $700 million in upskilling training programs designed to provide our employees access to the education and training they need to grow their careers. This new initiative will provide 100,000 Amazon employees with access to training programs in high-demand areas like medicine, cloud computing, and machine learning.

In addition to our internal efforts we recognize that there is a diversity pipeline problem in tech, and we are investing in building out the next generation of talent for the industry and expanding the opportunities for students from

³²	~~See~~~~https://www.aboutamazon.com/working-at-amazon/diversity-and-inclusion/our-workforce-data.~~



		~~2020 Proxy Statement~~		45

~~SHAREHOLDER PROPOSALS~~

underrepresented backgrounds. For example, we bring college students to Amazon’s campus for programs like the Amazon Finance Diversity Leadership Summit to learn from our finance and accounting leaders, and to interview for finance internships at Amazon. We also have deep partnerships with Historically Black Colleges and Universities, Hispanic Serving Institutions, women’s colleges, and tribal colleges.

Our recruiting efforts extend to building the next generation of technical leaders by providing broader access to STEM education. We have committed $50 million to support computer science and STEM programs for underserved and underrepresented communities. Our Amazon Future Engineer program is a comprehensive~~childhood-to-career~~ initiative to inspire, educate, and train children and young adults from underserved and underrepresented communities to pursue careers in computer science. We aim to inspire more than 10 million kids each year to explore computer science through coding camps and online lessons, fund introductory and Advanced Placement courses in computer science for over 100,000 young people in 2,000~~low-income~~ high schools across the U.S., award 100 students from underserved communities pursuing degrees in computer science with four-year $10,000 annual scholarships, and offer internships at Amazon to provide students work experience. We also work with organizations like Code.org and Ada Academy to promote diversity in the STEM pipeline. Other organizations with which we partner to inspire young girls in tech include Girls’ Brigade Singapore and Technovation Spain.

~~Our retention and development efforts are further fostered by our tenemployee-led~~ Affinity Groups, reaching more than 40,000 employees in over 190 chapters globally. These include Amazon People with Disabilities, Amazon Women in Engineering, Asians@Amazon, the Black Employee Network, Body Positive Peers, Families@Amazon, glamazon, Indigenous@Amazon, Latinos@Amazon, Warriors@Amazon, Women@Amazon, and the Women in Finance Initiative. Our focus on diversity and inclusion has been independently recognized by the Human Rights Campaign’s Corporate Equality Index; the NAACP Equity, Inclusion, and Empowerment Index; the Disability Equality Index; and by the 2019 American Foundation for the Blind Helen Keller Achievement Award.

Given our commitment to diversity and inclusion and our efforts to bring more women and minorities into leadership positions, our leadership development and mentorship programs, and our efforts to provide broader access to STEM education in underserved and underrepresented communities, the Board recommends that shareholders vote against this proposal.

~~The Board of Directors recommends a vote “AGAINST” this proposal requesting a report on promotion data.~~

~~ITEM 14—SHAREHOLDER PROPOSAL REQUESTING AN ADDITIONAL REDUCTION IN THRESHOLD FOR CALLING SPECIAL SHAREHOLDER MEETINGS~~

~~Beginning of Shareholder Proposal and Statement of Support:~~

~~Special Shareholder Meetings~~

RESOLVED: The shareholders of Amazon.com, Inc (‘Amazon’ or ‘Company’) hereby request the Board of Directors take the steps necessary to amend our bylaws and each appropriate governing document to give holders with an aggregate of 20% net long of our outstanding common stock the power to call a special shareowner meeting. This proposal does not impact our Board’s current power to call a special meeting.

SUPPORTING STATEMENT: Amazon allows only shareholders with at least 30% of Company shares to call a special meeting, whereas Delaware law allows 10% of company shares to call a special meeting. A meaningful shareholder right to call a special meeting is a way to bring an important matter to the attention of both management and shareholders outside the annual meeting cycle. This is important because there could be~~15-months~~ ~~between annual meetings.~~

Currently, 64% of S&P 500 companies have adopted company bylaws, articles of incorporation, or charter provisions to allow shareholders to call a special meeting. More than half of all S&P 1500 companies allow shareholders this right.

In 2018, the topic of providing shareholders a right to call a special meeting or to reduce the threshold to call such meetings won 50%+ at Netflix, Lincoln National, Omnicom Group, Cummins, and Sprint Aerosystems Holdings, as well as 94% at Nuance Communications.



46

~~SHAREHOLDER PROPOSALS~~

Large funds such as Vanguard, TIAA-CREF, BlackRock and SSgA Funds Management, Inc. (State Street) support the right of shareholders to call special meetings. For example, BlackRock’s 2019 voting policy includes the following:

[S]hareholders should have the right to call a special meeting in cases where a reasonably high proportion of shareholders (typically a minimum of 15% but no higher than 25%) are required to agree to such a meeting before it is called, in order to avoid the waste of corporate resources in addressing narrowly supported interests.

~~It may be possible to adopt this proposal by simply incorporating this text into our governing documents:~~

“Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Chairman of the Board or the President, and shall be called by the Chairman of the Board or President or Secretary upon the order in writing of a majority of or by resolution of the Board of Directors, or at the request in writing of stockholders owning 20% net long of the entire capital stock of the Corporation issued and outstanding and entitled to vote.”

~~We urge the Board to join the mainstream of major U.S. companies and establish a right for shareholders owning 20% of our outstanding common stock to call a special meeting.~~

~~Please vote for: Special Shareowner Meetings – Proposal 14~~

~~End of Shareholder Proposal and Statement of Support~~

~~RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 14~~

Following consultation with shareholders in connection with the vote on a similar proposal last year, the Board has determined that the current ownership threshold of 30% for shareholders to call a special meeting should be lowered. Over the last year, we studied various voting thresholds, and selected a new threshold that responds to shareholder requests for a lower threshold but preserves the Company’s ability to focus on the long-term benefit of all shareholders. As a result, the Company determined that decreasing the current threshold from 30% to 25% was in the best interests of the Company and its shareholders. (See Item 4—Approval of Amendment to Certificate of Incorporation to Lower Stock Ownership Threshold for Shareholders to Request a Special Meeting.)

The Company believes that a 20% threshold, as suggested by the proponent, increases the risk of special meetings being called by a few shareholders focused on narrow or short-term interests. For example, event-driven hedge funds could use special meetings to disrupt our business plans or to facilitate self-serving short-term financial strategies. Even if they are ultimately not able to obtain support from a majority of shares, those who might seek to call a special shareholders meeting could subject us to considerable expense, distract management and the Board from important business initiatives, or seek self-interested concessions in exchange for avoiding a special meeting.

In addition, a 25% threshold is most common at large companies. As of January 2020, a 25% ownership threshold is the most common threshold in the S&P 100, in effect at 41% (a plurality) of those companies that permit shareholders to call special meetings.

For these reasons, our Board recommends that shareholders vote against this shareholder proposal and in favor of the proposal put forth by the Company to reduce the special meeting ownership threshold to 25%.

~~The Board of Directors recommends a vote “AGAINST” this proposal requesting an additional reduction in~~

~~threshold for calling special shareholder meetings.~~



		~~2020 Proxy Statement~~		47

~~SHAREHOLDER PROPOSALS~~

~~ITEM 15—SHAREHOLDER PROPOSAL REQUESTING A SPECIFIC SUPPLY CHAIN REPORT FORMAT~~

~~Beginning of Shareholder Proposal and Statement of Support:~~

~~Human Rights Impact Assessment Shareholder Resolution~~

~~Whereas~~as shareholders, we look to companies to manage human rights risks and impacts to demonstrate sound corporate governance and risk oversight. This is an effective means for management to mitigate against significant operational, financial, and reputational risks associated with negative human rights impacts throughout its supply chain. Additionally, company efforts to align policies with human rights standards like the United Nations Guiding Principles on Business and Human Rights,¹ ~~facilitate sustainable business planning, and improve relations with customers, workers, and business partners.~~

~~RESOLVED~~: Shareholders request that Amazon publish Human Rights Impact Assessment(s) (“Assessment”), at reasonable cost and omitting proprietary/confidential information, examining the actual and potential impacts of one or more high-risk² ~~products sold by Amazon or its subsidiaries. An Assessment should evaluate human rights impacts throughout the supply chain.~~

~~Supporting Statement:~~~~Proponents recommend that Assessments include the following information:~~

~~Human rights standards used to frame the Assessment;~~

~~Actual and potential adverse impacts associated with the high-risk product(s); and~~

~~Overview of how the findings will be acted upon to prevent, mitigate and/or remedy impacts.~~

Companies that cause, contribute to, or are directly linked to human rights abuses face material risks, including reputational damage, project disruptions, and litigation, which can undermine shareholder value. Public scrutiny is intensifying reputational risks for retailers selling goods produced with child or forced labor: the NY Times detailed slave labor in Southeast Asia’s shrimp industry,³ ~~the Wall Street Journal revealed labor abuses in Malaysia’s palm oil sector,~~⁴ ~~and CNN chronicled rampant labor abuse among U.S. tomato producers.~~⁵ Amazon is not immune to these risks: as owners of Whole Foods and AmazonFresh, which sell these types of products, Amazon is exposed to significant risk. The Department of Labor has identified dozens of products that appear on Whole Foods’s shelves, including palm oil, cocoa and bananas, as produced using forced or child labor in some countries.⁶

While human rights issues are addressed in Amazon’s Supplier Code of Conduct, Amazon describes specific audits and does not indicate that it performs Assessments. Audits do not comprehensively evaluate actual and potential risks to human rights of stakeholders throughout supply chains. Human rights Assessments would allow Amazon to identify and take steps to prevent such impacts. Furthermore, while Proponents appreciate Amazon’s Human Rights Policy assurance that they “implement plans to address issues and make improvements where necessary,” this statement does not constitute an Assessment, nor provide shareholders with information about specific risks related to Amazon’s products. By contrast, leading companies like Coca-Cola and Nestlé publish human rights Assessments on high-risk food products in their supply chains.

¹	~~https://www.ohchr.org/documents/publications/GuidingprinciplesBusinesshr_eN.pdf~~

High risk products may be selected by: (1) identifying products that pose the most salient human rights risks, which refers to those that could have severe negative impacts; and then (2) prioritizing which products to assess, based upon actual or potential severity of adverse impact on human rights.

³	~~https://www.nytimes.com/2014/06/22/opinion/sunday/thai-seafood-is-contaminated-by-human-trafficking.html~~

⁴	~~https://www.wsj.com/articles/palm-oil-migrant-workers-tell-of-abuses-on-malaysian-plantations-1437933321~~

⁵	~~https://www.cnn.com/2017/05/30/world/ciw-fair-food-program-freedom-project/index.html~~

⁶	~~https://www.dol.gov/sites/dolgov/files/ILAB/ListofGoods.pdf~~

~~End of Shareholder Proposal and Statement of Support~~



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~~SHAREHOLDER PROPOSALS~~

~~RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 15~~

We are committed to respecting and upholding internationally recognized human rights through the ethical treatment of individuals in our workforce and within our value chain. Given the nature of our operations, we have pursued strategies to assess and address human rights risks in our operations that differ from the approach recommended by this proposal. Instead of limiting ourselves to the approach suggested by the proposal, we take a more comprehensive risk-based approach to addressing human rights, evaluating our operations and value chain to identify, prevent, and mitigate adverse impacts. In 2020, we will expand our risk assessment approach by engaging in an enterprise-wide assessment of our salient human rights risks and conduct human rights impact assessments to deep dive on specific products, regions, or risk areas, which we will communicate to customers and stakeholders. We believe our due diligence approach, detailed below, sufficiently addresses the concerns raised in this proposal.

~~Human Rights-based Approach~~

We routinely evaluate our operations and value chain to identify and assess salient human rights risks, as well as to evaluate and understand the impact of relevant aspects of our business on human rights. To do this, we engage key internal and external stakeholders and utilize international risk indices, risk analyses, worker surveys, and audit tools (including audit protocols, trainings, and scorecards). We regularly consult industry expertsfaster to review ~~our practices against globally recognized international standards~~reports of harassing and industry best practice. As a result of this extensive risk assessment, we have identified specific areas of salient human rights risks in our supply chain for focused programming, including: safe and healthy workplaces; freely chosen employment; women’s empowerment; and fair wages. These identified areas of risk form the basis of the Key Commitments discussed in our sustainability report.³³hateful behavior going forward.104

~~Similarly, when we formalized our commitment to respecting and upholding human rights with the release of Amazon’s~~•

Amazon Global Human Rights Principles ~~in November 2019~~and Conducting Human Rights Assessments. We are also committed to ensuring the people, workers, and communities that support our entire value chain are treated with fundamental dignity and respect. The Amazon Global Human Rights Principles (the “Principles”)~~, these areas were prominently featured in the description of our human rights strategy.~~³⁴ The Principles are also informed by international human rights standards, including the standards specifically referred to in this proposal (i.e., the United Nations Guiding Principles on Business and Human Rights). They105 outline our approach to human rights across all aspects of our ~~company~~Company and help to frame the actions we take with respect to civil rights, equity, diversity, and inclusion. The Principles include several key areas we are focusing on ~~to further our efforts~~ to promote safe, inclusive, and respectful workplaces throughout our operations and within the companies along our value chain, including: freely chosen employment; safe and healthy workplaces; diversity and inclusion; and freedom of association.

~~Responsible Sourcing~~

~~Not only do we hold ourselves to these high standards, we expect our suppliers and their subcontractors to commit to them through our Supply Chain Standards.~~³⁵ ~~We aim for our products to be made in a way that respects human rights and the environment.~~ Our ~~global teams work closely with suppliers to communicate our standards, and help suppliers build their capacity to provide safe and respectful working environments.~~

~~Our Supply Chain Standards are guided by three key principles:~~

•

~~Inclusivity~~: Our standards apply to all workers regardless of race, color, national origin, gender, gender identity, sexual orientation, religion, disability, age, political opinion, pregnancy, migrant status, ethnicity, caste, marital or family status, or similar personal characteristics.

•

~~Continuous improvement~~: Amazon operates a policy of continuous improvement, and we are committed to working with our suppliers to improve protections for their workers and workplace. We maintain training programs for our suppliers, Amazon employees who manage our supply chain, and operations leadership on the standards and conduct required by our Supply Chain Standards.

•

~~Supply chain accountability~~: In order for these standards to be cascaded throughout our supply chain, we expect suppliers to consistently monitor and enforce these standards in their own operations and supply chain, as well as make improvements to meet or exceed our expectations and those of our customers as reflected in our Supply Chain Standards.

³³	~~See~~~~https://sustainability.aboutamazon.com/key-commitments~~.

³⁴	~~See~~~~https://sustainability.aboutamazon.com/governance/amazon-global-human-rights-principles.~~

³⁵	~~See~~~~https://sustainability.aboutamazon.com/social-responsibility#section-nav-id-0~~.



		~~2020 Proxy Statement~~		49

~~SHAREHOLDER PROPOSALS~~

~~Our Supply Chain Standards address the key issues indicated below:~~

•

~~Labor rights~~: Our policies prohibit the use of child labor and forced labor and express our expectation that suppliers will pay their workers in a timely manner, provide compensation that, at a minimum, satisfies applicable laws, and regularly monitor working hours to address the safety, health, and welfare of workers. We expect our suppliers to not discriminate in hiring or work practices and to respect the rights of workers to establish and join an organization of their own selection.

•

~~Health and safety~~: Amazon expects its suppliers to provide workers with a safe and healthy work environment and to monitor workers’ potential for exposure to safety hazards and identify, assess, and control these hazards.

•

~~Ethical behavior~~: Our policies prohibit suppliers from engaging in bribery and require them to comply with applicable anti-corruption laws. Suppliers are expected to provide workers with a confidential grievance mechanism and whistleblower protections and to maintain transparency regarding working conditions.

•

~~Management systems~~: We expect that suppliers will adopt a management system to drive continuous improvement and achieve compliance with applicable laws and Amazon’s policies. We also expect suppliers to have in place systems to facilitate training, worker communication and feedback, and adequate records management.

•

~~Conflict minerals~~: We seek to avoid the use of minerals that have fueled conflict in the Democratic Republic of the Congo or an adjoining country and expect suppliers to support our effort to identify the origin of designated minerals used in our products.

•

~~Land rights~~: Amazon expects its suppliers to respect the legal land rights of individuals, indigenous people, and local communities. Upon Amazon’s request, suppliers and producers are required to demonstrate a legal right to use their land.

~~Other Targeted Programming to Address Salient Human Rights Risks~~

~~In addition~~commitment to the ~~efforts described above,~~Principles requires that we ~~are developing targeted programming~~continuously evaluate our operations and value chain to identify, assess, and address ~~the~~ salient human rights risks, including the concerns raised by the proposal, and to prioritize key areas where we have ~~identified. For example, we collaborate with globally recognized programs such as BSR’s HERproject~~^™,the greatest opportunity to have a ~~partnership through which~~positive impact on workers and communities.

Since 2020, we have ~~reached over 8,000 women~~worked with a third-party sustainability and human rights consulting firm to assess salient human rights risks across our business. In 2021, we completed a human rights saliency assessment in ~~our supply chain to date,~~accordance with ~~plans to reach an additional 20,000 women in the Amazon supply chain enrolled in various women’s empowerment initiatives in 2020. Our teams in~~ the United ~~States, Latin America, Europe,~~Nations Guiding Principles on Business and ~~Asia have expertise~~Human Rights (“UNGP”), which presents comprehensive guidance for companies to report on how they respect human rights and recommends a systematic review of risks as a way to prioritize a company’s human rights work. While we recognize that a human rights assessment is broader in ~~social responsibility and engage directly with our suppliers regarding our supply chain standards. In addition, we work through numerous industry associations and working groups~~scope than a civil rights or racial equity audit, the UNGP pays particular attention to ~~drive innovation and collaboration, including~~ the ~~Responsible Business Alliance, the Responsible Labor Initiative, the Responsible Minerals Initiative, Tech Against Trafficking, Truckers Against Trafficking, and the Supplier Ethical Data Exchange.~~

~~Similarly, our Whole Foods Market business engages directly with suppliers of its food products with respect to standards regarding the protection of~~ human rights of those who may be disadvantaged, marginalized, or excluded from society, including people belonging to ethnic or other minorities, as well as children, women, indigenous peoples, or persons with disabilities.106 In conducting this assessment, we consulted a diverse group of external human rights experts and incorporated their feedback into the ~~workers in its supply chain. These standards are tailored to~~results. We benchmarked the results against internationally recognized human rights standards. This assessment identified a set of priority human rights values and key salient human rights risks ~~potentially implicated by food production operations. Whole Foods Market~~for Amazon, which included diversity, equity, and inclusion. Our existing policies and programs currently address many of these risks; however, we will use the assessment results to build on current practice and prioritize our human rights due diligence efforts.

103

For more information on the Policing Project’s civil rights and civil liberties audit, see https://www.policingproject.org/ring.

104

See https://www.twitch.tv/p/en/legal/transparency-report/; https://blog.twitch.tv/en/2020/12/09/introducing-our-new-hateful-conduct-harassment-policy/.

105

Amazon Global Human Right Principles, available at https://sustainability.aboutamazon.com/people/human-rights/principles (“As outlined in our Code of Business Conduct and Ethics, we do not ~~knowingly work with suppliers who engage in practices such as forced labor or human trafficking,~~tolerate discrimination.”).

106

See United Nations Guiding Principles on Business and ~~expects its suppliers~~Human Rights (2011), available at https://www.ohchr.org/documents/publications/guidingprinciplesbusinesshr_en.pdf.

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Given Our Commitment to ~~abide~~Conduct a Racial Equity Audit and Our Numerous Existing and Evolving Initiatives and Policies Supporting Human and Civil Rights, Racial Equity, Diversity and Inclusion, and Nondiscrimination, We Believe that Commissioning an Additional Audit As Requested by the ~~same standards. Whole Foods Market maintains responsible sourcing training for employees who manage supplier relationships.~~

In addition, Whole Foods Market maintains the “Whole Trade Guarantee” program. Under this program, Whole Foods Market works with a variety of third parties (such as Fair Trade USA, Rainforest Alliance,Proposal is Unnecessary

Protecting and ~~Fairtrade International) to certify products that meet certain production criteria, including with respect to wages~~promoting human and ~~working conditions. Whole Foods Market also participates in initiatives such as the Equitable Food Initiative, which provideson-the-ground~~ ~~training~~civil rights, racial equity, diversity and ~~support at farms to improve communication~~inclusion, and ~~collaboration between workers and management to meet standards for labor practices, food safety, and pest management, and has procedures for certifying and/or auditing farmers.~~

~~In light~~nondiscrimination are cornerstones of our ~~engagement~~continued success and critical components of our culture. Like many companies and institutions, we have more work to do on these issues, but we are on the right path, and we understand our responsibility and impact. We believe that the most effective means to identify and remediate civil rights, racial equity, and nondiscrimination concerns is to embrace strong principles and commitments in support of these ideas and then systematically work on improving our performance on and implementation of these principles. Through our numerous existing and evolving initiatives and policies, we are able to take into account those areas where we can leverage our size and influence to have the greatest impact and address many areas simultaneously.

The proponent asserts that there is no public evidence that we are addressing racial equity. In fact, our Board is already focused on these issues, and we are already doing the work, as we have described publicly. Our commitment to ~~actions on~~conducting a racial equity audit; our continuous inspection and improvement of the mechanisms we use to hire, develop, and promote employees; Ring’s completion of a nearly two-year civil rights and civil liberties audit with the Policing Project at New York University School of Law; the MLT Black Equity at Work Certification Program; our continuing to conduct human rights impact assessments across our business; and the numerous other initiatives we already have underway and have committed to are consistent with the objectives of this proposal and will help address many of the concerns raised in the proposal’s supporting statement. Because the Company is already proactively engaged in addressing these ~~issues,~~matters, we do not support diverting those efforts to conduct an additional audit as requested by the proposal. As a result, the Board recommends that shareholders vote against this proposal.

The Board of Directors recommends a vote “AGAINST” this proposal requesting a ~~specific supply chain report~~

~~format.~~

diversity and equity audit.

50

~~SHAREHOLDER PROPOSALS~~

ITEM ~~16—~~19—SHAREHOLDER PROPOSAL REQUESTING ~~ADDITIONAL REPORTING~~A REPORT ON ~~LOBBYING~~

CUSTOMER USE OF CERTAIN TECHNOLOGIES

Beginning of Shareholder Proposal and Statement of Support:

~~Lobbying Disclosure~~

~~WHEREAS:~~ ~~Full disclosure~~

Amazon Web Services markets and sells to government a facial recognition system (Rekognition), that may pose significant financial risks due to privacy and human rights implications;

Human and civil rights organizations are concerned facial surveillance technology may violate civil rights by unfairly and disproportionately targeting and surveilling people of ~~Amazon.com’s (“Amazon”) lobbying activities~~color, immigrants and ~~expenditures~~civil society organizations;

Nearly 70 organizations asked Amazon to stop selling Rekognition, citing its role enabling “government surveillance infrastructure”;

The American Civil Liberties Union found Rekognition matched 28 members of Congress, incorrectly identifying them as individuals who have been arrested for a crime, then found Rekognition falsely matched 1 in 5 California lawmakers. Other research shows Rekognition is ~~needed~~worse at identifying black women than white men and misgenders nonbinary people;

Multiple cities and states have banned government facial technology. In 2021, a federal ban was reintroduced, and United Nations High Commissioner for Human Rights urged a moratorium on the sale and use of artificial intelligence systems until adequate safeguards exist, also calling for a ban on artificial intelligence applications inconsistent with international human rights law.1

There is little evidence our Board of Directors, as part of its fiduciary oversight, has rigorously assessed risks to ~~assess~~Amazon’s financial performance, reputation and shareholder value associated with privacy and human rights threats to customers and stakeholders;

For 3 years, similar Amazon proposals have received increasing shareholder support. In 2021, it received 34.3 percent support.

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Responding to the growing movement against police brutality and criminal justice bias, Amazon issued an indefinite moratorium on Rekognition for use by police departments. While this ban indicates acknowledgment of Rekognition’s risks, it is unclear whether ~~such lobbying fully serves shareholder best interest, and is consistent~~it includes other government agencies. A 2021 Government Accountability Office report found 19 of 24 United States government agencies surveyed were using some form of facial recognition.2

Microsoft banned face recognition sales to police awaiting federal regulation, while IBM stopped offering the software. Following a lawsuit alleging nonconsensual use of facial recognition on residents resulting in a $550 million settlement with ~~Amazon’s policy goals.~~Illinois, Facebook recently declared it will cease using facial recognition.3

~~RESOLVED:~~ ~~Amazon shareholders~~RESOLVED: Shareholders request the ~~preparation~~Board of Directors commission an ~~annual~~independent study of Rekognition and report ~~that discloses Amazon’s:~~

1.	~~Policies and procedures that govern lobbying, both direct and indirect, and its grassroots lobbying communications.~~

2.	~~Payments that are used for:~~~~(A)~~ ~~direct or indirect lobbying, or~~~~(B)~~ ~~grassroots lobbying communications – in each case including the amount of the payment and the recipient.~~

3.	~~Board and management decision-making processes, and oversight for making the payments described above.~~

~~For these purposes, a “~~~~grassroots lobbying communication~~~~” is one directed~~ to ~~the general public that:~~

shareholders regarding:

~~Refers to specific legislation or regulation,~~

~~Reflects a view on legislation or regulation, or~~

~~Encourages the recipient to take action regarding legislation or regulation.~~

“~~Indirect lobbying~~~~” is lobbying conducted by trade associations or other organizations~~The extent to which ~~Amazon contributes. Both “direct~~such technology may endanger, threaten or violate privacy and/or civil rights, and ~~indirect lobbying”~~unfairly or disproportionately target or surveil people of color, immigrants and ~~“grassroots lobbying communications” include efforts~~activists in the United States;

The potential loss of good will and other financial risks associated with these human rights issues;

The report should be produced at ~~the local, state,~~reasonable expense, exclude proprietary or legally privileged information and ~~federal levels.~~

~~This report shall~~ be ~~presented~~published no later than September 1st, 2022.

OHCHR | Artificial intelligence risks to ~~the Audit Committee~~privacy demand urgent action—Bachelet, https://www.ohchr.org/EN/NewsEvents/Pages/DisplayNews.aspx?NewsID=27469&LangID=E

Facial Recognition Technology: Current and ~~posted on Amazon’s website.~~

~~SUPPORTING STATEMENT~~

From 2015-2018 Amazon spent $48.2 million on federal lobbying, which does not include state lobbying, where Amazon also lobbies but disclosure is uneven or entirely absent. For example, from 2012-2018 Amazon spent $1.38 million lobbying in California. Amazon’s lobbying “~~to tamp down ballooning scrutiny and threats of heavy regulation~~~~” has generated questionable media attention.~~¹ ~~Amazon also lobbies abroad, in 2018 having spent between~~€~~1.75-2.0 million~~ ~~on European lobbying efforts.~~

~~Amazon fails to disclose belonging to the~~~~Business Roundtable~~ ~~(“BRT”), which spent $23.2 million lobbying dollars in 2018. Amazon signed the socially responsible BRT~~~~Statement on the Purpose of the Corporation~~, yet the BRT lobbies to limit the essential ownership right of stockholders to file shareholder proposals like this one. While Amazon does disclose the gross amounts of trade association and 501(c)4 payments, it does not break out paymentsPlanned Uses by ~~group, and fails to disclose the portions of these payments that are used for lobbying.~~

~~Lack of disclosure can present serious reputational risk when its lobbying contradicts Amazon’s public positions. For example, Amazon joined the~~~~We Are Still In~~ ~~campaign – launched after President Trump dropped out of the Paris climate agreement – but~~~~The New York Times~~ ~~reports~~² ~~that Amazon donated $15,000 to the~~~~Competitive Enterprise Institute~~~~, which disputes climate change science. Amazon cofounded~~~~The Climate Pledge~~~~, announcing a commitment to meet the Paris Agreement 10 years early,~~³ ~~yet is a member of the~~Federal Agencies | U.S. ~~Chamber of Commerce~~~~, which has spent over $1.5 billion lobbying since 1998, working actively to undermine the Paris climate accord.~~⁴ ~~Such contradictions between Amazon’s policy and its lobbying efforts can create reputational damage, negatively impact our ability to attract and retain talent, and harm long-term value.~~GAO, https://www.gao.gov/products/gao-21-526

~~THEREFORE:~~ ~~Please vote FOR an expansion of Amazon’s lobbying disclosure.~~

¹	~~www.politico.com/story/2019/07/23/amazon-facebook-lobbying-record-1611958~~

²	~~https://www.nytimes.com/2019/07/10/climate/nyt-climate-newsletter-cei.html~~

³	~~www.sustainability.aboutamazon.com/sustainable-operations/amazon-co-founds-the-climate-pledge-setting-goal-to-meet-the-paris-agreement-10-years-early~~

⁴	~~www.bloomberg.com/news/articles/2017-06-09/paris-pullout-pits-chamber-against-some-of-its-biggest-members~~

https://www.theguardian.com/technology/2021/nov/03/why-is-facebook-shutting-down-its-facial-recognition-system-and-deleting-faceprints

End of Shareholder Proposal and Statement of Support



		~~2020 Proxy Statement~~		51

~~SHAREHOLDER PROPOSALS~~

RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 16

Why We Recommend You Vote Against This Proposal

•
Amazon’s facial recognition technology can be used to solve complex problems that benefit society. Since being introduced in 2016, non-profit, advocacy, and government groups have used Amazon Rekognition’s facial recognition capabilities to protect human rights, including tracking and stopping child exploitation and rescuing victims of human trafficking, as well as locating hundreds of missing children.

•
Amazon is committed to the responsible use of our artificial intelligence and machine learning (AI/ML) products and services. We have been consistent and proactive in our efforts to address concerns and mitigate the risk of misuse through policy and advocacy efforts, customer contractual requirements and training, consultation with third party experts, and other policies and practices. We implemented a moratorium on police use of Amazon Rekognition’s facial comparison feature for criminal investigations in June 2020. We believe this moratorium will give governments time to implement appropriate rules, and we stand ready to help with any such initiatives.

•
While we have been updating our technology and enhancing safeguards, this proposal has recited the same years-old claims and mischaracterizations, even though in the more than five years AWS has been offering Amazon Rekognition, AWS has never received a report of Amazon Rekognition being misused in the manner posited in this proposal. Contrary to the proponent’s mischaracterization, it is not a surveillance system.

Facial Recognition Technology Has the Capability to Solve Complex Problems and Benefit Society

When used properly and responsibly, facial recognition technology significantly reduces the amount of time needed to identify people or objects in photos and video, making it an effective tool for business purposes, as well as to benefit society through proper use by government agencies. Since being introduced in 2016, non-profit, advocacy, and government

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groups have used Amazon Rekognition’s facial recognition capabilities to protect human rights, including tracking and stopping child exploitation and rescuing victims of human trafficking, as well as locating hundreds of missing children. It has also been used to build educational apps, enhance security through multi-factor authentication, identify suggestive or explicit website content in order to block or remove those images, and provide identity verification as part of mobile banking services for underbanked individuals in emerging geographies. These are just a few of the numerous beneficial applications of the technology.

We Are Committed to the Responsible Use of Our AI/Ml Products and Services and Have Taken Numerous Actions to Address Concerns Around Potential Misuse of Rekognition

To•

•

Actively Engage in Policy Discussions. Amazon believes that facial recognition technology should not be banned or condemned simply because there is a potential that people may misuse it. Many technologies, like cell phones or cameras, could also be misused. Instead, as we have made clear in our statement of positions, “we think that governments and lawmakers should act to regulate the use of this technology to ensure it’s used appropriately, and we have proposed guidelines for effective regulatory frameworks and guardrails that protect individual civil rights and ensures that governments are transparent in their application of the technology.”108 In addition to our implementation of the moratorium on police use and legal terms for law enforcement use, AWS continues to engage with a large number of diverse stakeholders on these issues, including civil society groups, academia, policymakers, and law enforcement officials.

•

Dedicate Significant Resources to Machine Learning Accuracy and Bias Mitigation. AWS dedicates significant resources to testing, auditing, and improving its technology so that it is constantly learning and improving accuracy, including providing diverse perspectives on its technology development teams, using training data sets that reflect gender, racial, ethnic, religious, and cultural diversity, and incorporating feedback from third parties. We have science and technical experts who help promote fairness in our products and services, including helping to design, test, and audit our services for fairness and accuracy and to mitigate potential bias, and who publish academic papers and provide thought leadership in this area.109 AWS also makes available capabilities that help customers detect bias in ML models and increase transparency ~~regarding~~by helping explain model behavior to stakeholders and customers.110 We continue to invest heavily in this area and work closely with customers and other stakeholders on addressing these important issues.

•

Support Standardized Testing Methodologies and Benchmarks. We believe it is important that there be standardized testing methodologies and benchmarks for cloud-based facial recognition technologies. AWS encourages and supports the development of independent standards by entities like the National Institute of Standards and Technology (NIST) and other independent and recognized research organizations and standards bodies to develop tests that support cloud-based facial recognition software. We are engaging with NIST and other stakeholders to offer our direct assistance towards this effort. We also support efforts by members of the academic community to establish independent and trusted criteria, benchmarks, and evaluation protocols around facial recognition services.

107

Available at https://aws.amazon.com/blogs/machine-learning/some-thoughts-on-facial-recognition-legislation/.

108

Available at https://www.aboutamazon.com/about-us/our-positions and https://aws.amazon.com/blogs/machine-learning/some-thoughts-on-facial-recognition-legislation/.

109

Available at https://arxiv.org/abs/2007.06570 and https://www.youtube.com/watch?v=JCGUYFe6P2k.

110

Available at https://aws.amazon.com/sagemaker/clarify/.

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SHAREHOLDER PROPOSALS

•

Require Customer Agreement to Acceptable Use Policy. As a condition to using Amazon Rekognition and every other AWS service, a customer (including government or law enforcement customers) must accept the AWS Acceptable Use Policy (the “AUP”), which prohibits use of AWS’s services “for any illegal or fraudulent activity.”111 This includes the violation of any laws related to privacy, discrimination, and civil rights. AWS will suspend or terminate access to Amazon Rekognition if we determine a customer is violating our AUP or the AWS legal terms.

•

Enhanced Legal Terms. All customers using Amazon Rekognition must comply with the relevant AWS legal terms. In early 2020, prior to our implementation of the moratorium on police use, we spent significant resources and consulted with law enforcement customers, civil society groups, and other stakeholders to perform an extensive review of and update to our legal terms to require certain disclosures and practices around law enforcement use cases. For example, if a law enforcement agency uses Amazon Rekognition in connection with criminal investigations, AWS legal terms require it to publicly disclose its use of facial recognition systems, summarize the safeguards in place to prevent violations of civil liberties or equivalent human rights, and make the disclosure easily accessible; we also direct customers to resources made available by the U.S. Federal Bureau of Investigation and Department of Justice in this area.112 In addition, if Amazon Rekognition is used to assist in identifying a person, and actions will be taken based on the identification that could impact that person’s civil liberties or equivalent human rights, AWS legal terms require the decision to take action to be made by an appropriately trained person based on their independent examination of the identification evidence, and require the agency to ensure that such personnel receive appropriate training on the responsible use of facial recognition systems.113 We believe this framework strikes a balance between the benefits and risks of use of facial recognition by law enforcement and helps address concerns around potential misuse.

•

Provide Customer Guidance on Best Practices and Acceptable Use. AWS provides guidance to customers on best practices for utilizing and analyzing the results from using facial recognition technology. For example, in line with the AWS legal terms described above, AWS recommends that in public safety use cases human reviewers verify the system’s results and decisions not be made based on the system output without additional human review. AWS also recommends customers be transparent about the use of face detection and comparison systems in such use cases, including, wherever possible, informing end users and subjects about the use of these systems, obtaining consent for that use, and providing a mechanism for end users and subjects to provide feedback to improve the system.114 AWS also provides guidance to customers on the responsible design, deployment, and use of ML systems.115 Further, customers can engage an AWS team of experts in responsible ML to recommend and help apply existing use-case-specific best practices on the development, deployment, and operationalization of responsible ML principles.116 As noted above, we have cross-functional experts from engineering, science, product, legal, and policy backgrounds who establish processes and procedures to drive responsible use of AWS’s AI/ML services, including Amazon Rekognition. When we are approached by or become aware of customers with potential use cases that may implicate our AUP, these experts analyze the proposed use case and we have turned down customers whose proposed uses would violate our AUP.

•

111

Available at https://aws.amazon.com/aup/.

112

See https://aws.amazon.com/service-terms/ (Section 50.8.4). This term directs customers to example FBI statements, FBI privacy assessments, and the Facial Recognition Policy Development Template published by the U.S. Department of Justice’s Bureau of Justice Assistance; see also https://www.fbi.gov/news/testimony/facial-recognition-technology-ensuring-transparency-in-government-use; https://www.fbi.gov/services/information-management/foipa/privacy-impact-assessments/facial-analysis-comparison-and-evaluation-face-services-unit; https://bja.ojp.gov/sites/g/files/xyckuh186/files/Publications/Face-Recognition-Policy-Development-Template-508-compliant.pdf.

113

See https://aws.amazon.com/service-terms/.

114

Available at https://docs.aws.amazon.com/rekognition/latest/dg/rekognition-dg.pdf.

115

See https://d1.awsstatic.com/responsible-machine-learning/responsible-use-of-machine-learning-guide.pdf.

116

See https://pages.awscloud.com/GLOBAL-aware-IND-AWS-ProServe-Responsible-ML-2021-reg.html.

2022 Proxy Statement 85

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SHAREHOLDER PROPOSALS

•

Enhanced Board Oversight. Our Board has reviewed Amazon Rekognition, along with other programs, as part of numerous AWS business reviews. In addition, our Nominating and Corporate Governance Committee has provided oversight on behalf of the Board over the human rights aspects of Amazon’s Rekognition technology, including specifically Amazon Rekognition’s facial recognition capabilities. These reviews focus on the actual operation and use of Amazon Rekognition, the potential concerns and abuses that critics have suggested could arise from the technology, and our actions to resolve or mitigate those risks and concerns. Under its charter, the Nominating and Corporate Governance Committee, which is comprised of directors with experience in emerging technologies and public policy, is given responsibility for overseeing and monitoring the Company’s ~~political contributions~~policies and ~~expenditures,~~initiatives relating to corporate social responsibility, including human rights and ethical business practices, and risks related to the Company’s operations and engagement with customers, suppliers, and communities.

This Proposal Fails to Acknowledge or Address the Measures We Have Taken to Enhance Our Technology and Relies on Dated Claims and Mischaracterizations

While we ~~already disclose~~have been working to constantly enhance our ~~federal lobbying~~AI/ML technology, including Amazon Rekognition, this proposal has relied on the same outdated assertions and mischaracterizations. For example, this proposal continues to mischaracterize Amazon Rekognition as a surveillance program. In fact, Amazon Rekognition does not collect images for users to perform searches on and does not provide any photos or data for users to search or compare images against. Instead, the service can be used to help identify objects, people, text, scenes, and activities in ~~compliance with applicable regulations~~images and ~~make our policy governing these activities publicly available. We participate in~~videos, as well as to detect inappropriate content. Thus, the ~~policymaking process by informing public officials about our positions~~first element of this proposal, which requests a report on ~~issues significant~~the extent to our customers and our business. These issues are discussed in the context of existing and proposed laws, legislation, regulations, and policy initiatives, and cover topics such as commerce, intellectual property, trade, data privacy, transportation, and web services,which Amazon Rekognition may target or surveil certain persons, is misleading, since Amazon Rekognition is not a ~~number of~~surveillance technology; it does not target or surveil people any more than technologies like cell phones or cameras, which are ~~discussed~~also subject to potential misuse. Second, we believe that the third-party tests from 2018 once again cited by the proponent do not fairly address Amazon’s Rekognition technology. While the advocacy group that conducted and published the tests has refused to published its data set, methodology, or results in ~~our published positions (available at~~detail, we have demonstrated that the group’s own description of its tests indicate that the technology was not used properly (for example, by using only an 80% confidence threshold that forces the service to return the most similar face even if there is not a clear match). When we have re-created their tests using the service correctly with a higher confidence threshold, the misidentification rate dropped to zero despite the fact that we used a much larger dataset of faces.~~https://www.aboutamazon.com/our-company/our-positions~~117).

The proposal requests an annual report disclosing our policies and procedures governing direct and indirect lobbying and grassroots lobbying communications. Our policy addressing these activities is set forth in our 2019 U.S. Political Contribution and Expenditure Policy and Statement, which is updated annually and available on our investor relations website.³⁶ As noted in our policy, our political expenditures are approved by our Vice President of Public Policy, reviewed by our Senior Vice President for Global Corporate Affairs and Senior Vice President and General Counsel, and reported on to our Audit Committee. As such,that the ~~proposal’s request for~~Company prepare a report ~~describing~~about the ~~decision-making processes~~extent to which Amazon’s Rekognition technology may endanger, threaten, or violate privacy and ~~oversight for~~civil rights, target or surveil particular groups, and could be marketed and sold to authoritarian or repressive governments, as well as possible financial risks. Conversations around responsible development and use of AI/ML systems are happening around the world among government, industry, academia, and other groups. Amazon is an active participant and contributor to these ~~payments is also addressed by~~conversations, and Amazon teams and subject matter experts are helping lead the industry on these very issues. As demonstrated above, we have conscientiously acted to review and address the concerns expressed in the proposal and transparently provided information regarding our ~~current disclosures.~~

~~In 2019, we complied with all applicable regulations requiring public disclosure of corporate political activity. Our spending on federal government relations efforts is required to be reported~~actions to the ~~House and Senate and is publicly available at~~~~http://lobbyingdisclosure.house.gov/~~ ~~and~~~~http://www.senate.gov/legislative/Public_Disclosure/LDA_reports.htm~~. Our spending on state government relations efforts is generally required to be reported and disclosed on applicable state websites such as those maintained by secretaries of state, state ethics and public disclosure commissions, state legislatures, and similar websites. In addition, our 2019 U.S. Political Contribution and Expenditure Policy and Statement annually discloses the political contributions made by the Company and the U.S.-based trade associations, coalitions, charities, and social welfare organizations to which we contributed at least $10,000 in 2019 through the Company’s Public Policy Office, including to the Business Roundtable.

~~For each of the past three years, our reporting on political expenditures has earned us a place in the top quintile of the~~~~CPA-Zicklin~~ ~~Index of Corporate Accountability and Disclosure~~~~, which ranks companies’ policies and practices on political disclosure and accountability.~~³⁷ ~~Notably, in previous years, the proponent of this proposal relied on the~~~~CPA~~~~-Zicklin~~ ~~Index~~~~as the gold standard by which companies’ political disclosure and accountability policies and practices should be measured. While the~~~~CPA-Zicklin~~ ~~Index~~ ~~is intended to cover political contributions and not lobbying, many of the same criteria analyzed by the~~~~CPA~~~~-Zicklin~~ ~~Index,~~~~under which we score highly, would also broadly apply to our lobbying expenditures.~~

In 2010, 2012, 2013, 2014, 2015, and 2016 proposals regarding political contributions reporting failed with approximately 79%, 78%, 76%, 79%, 81%, and 95% respectively, of the shares present at the meeting declining to vote for such proposal.public. In light of our commitment to customer trust, privacy, and security; the ~~public disclosures we provide regarding~~material benefits to both society and organizations of Amazon Rekognition’s image and video analysis capabilities; and our ~~lobbying~~ongoing transparency and ~~political expenditures, we do not believe~~efforts to address potential misuse of Amazon Rekognition, the Board recommends that ~~preparing a report regarding lobbying as requested in the proposal would be an effective and prudent use of the Company’s time and resources.~~

shareholders vote against this proposal.

The Board of Directors recommends a vote “AGAINST” this proposal requesting ~~additional reporting~~a report on ~~lobbying.~~

³⁶customer use of certain technologies.

~~Available at~~~~https://ir.aboutamazon.com/corporate-governance/documents-charters.~~

³⁷	~~See~~~~https://politicalaccountability.net/hifi/files/index/2017%20Index.pdf~~;~~https://politicalaccountability.net/hifi/files/index/2018_CPA-Zicklin_Index.pdf~~;~~https://politicalaccountability.net/hifi/files/2019-CPA-Zicklin-Index-Report.pdf~~.



52

117

See https://aws.amazon.com/blogs/aws/thoughts-on-machine-learning-accuracy/. In addition, in May 2020, a third party replicating the study of Congress members referenced in the proposal confirmed that when used at the threshold recommended for law enforcement, Amazon Rekognition produced no incorrect matches. See https://www.comparitech.com/blog/vpn-privacy/facial-recognition-study/.

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BENEFICIAL OWNERSHIP OF SHARES

The following table sets forth certain information regarding the beneficial ownership of our common stock as of February ~~18, 2020~~22, 2022 (except as otherwise indicated) by (i) each person or entity known by us to beneficially own more than 5% of our common stock, (ii) each director, (iii) each executive officer for whom compensation information is given in the Summary Compensation Table in this Proxy Statement, and (iv) all directors and executive officers as a group. Except as otherwise indicated, and subject to any interests of the reporting person’s spouse, we believe that the beneficial owners of common stock listed below, based on information furnished by such owners, have sole voting and investment power with respect to such shares. As of February ~~18, 2020,~~22, 2022, we had ~~497,856,129~~508,623,592 shares of common stock outstanding.

Name and Address of Beneficial Owner


Amount and
Nature of
Beneficial
Ownership

Percent of
Class

Jeffrey P. Bezos

410 Terry Avenue North, Seattle, WA 98109
   75,049,750 ⁽¹⁾ 15.1%
The Vanguard Group, Inc.

100 Vanguard Blvd, Malvern, PA 19355
   32,064,108 ⁽²⁾ 6.4%
BlackRock, Inc.

55 East 52nd Street, New York, NY 10055
   26,707,477 ⁽³⁾ 5.4%
Rosalind G. Brewer
   190 *
Jamie S. Gorelick
   6,405 *
Daniel P. Huttenlocher
   950 *
Judith A. McGrath
   2,324 *
Indra K. Nooyi
   368 *
Jonathan J. Rubinstein
   7,975 *
Thomas O. Ryder
   9,319 *
Patricia Q. Stonesifer
   6,845 *
Wendell P. Weeks
   1,555 *
Brian T. Olsavsky
   1,570 *
Jeffrey M. Blackburn
   67,460 ⁽⁴⁾ *
Andrew R. Jassy
   100,540 *
Jeffrey A. Wilke
   68,907 ⁽⁵⁾ *
All directors and executive officers as a group (16 persons)
   75,334,605 ⁽⁶⁾ 15.1%

~~Less than 1%.~~

Name and Address of Beneficial Owner

Amount and
Nature of
Beneficial
Ownership

Percent of
Class

^{Jeffrey P. Bezos}
410 Terry Avenue North, Seattle, WA 98109

64,588,418(1)

~~Includes 19,498,534 shares as to which Mr. Bezos has sole voting power and no investment power.~~

				12.7⁽²⁾%	~~As of December 31, 2019, based on information provided in a Schedule 13G filed February 12, 2020.~~
	The Vanguard Group, has sole voting power with respect to 645,428 of the reported shares, shared voting power with respect to 113,503 of the reported shares, sole investment power with respect to 31,343,562 of the reported shares, and shared investment power with respect to 720,546 of the reported shares. Inc. 100 Vanguard Blvd, Malvern, PA 19355

33,421,754⁽³⁾(2)

~~As of December 31, 2019, based on information provided in a Schedule 13G filed February 5, 2020.~~

6.6%

BlackRock, Inc. has sole voting power with respect to 22,914,682 of the reported shares, shared voting power with respect to 0 of the reported shares, and sole investment power with respect to all of the reported shares.

55 East 52nd Street, New York, NY 10055

28,764,843⁽⁴⁾(3)

~~Includes 18,015 shares as to which Mr. Blackburn shares or may be deemed to share voting and investment power. Mr. Blackburn disclaims beneficial ownership of such shares.~~

5.7⁽⁵⁾%

~~Includes 45,699 shares as to which Mr. Wilke shares or may be deemed to share voting and investment power. Mr. Wilke disclaims beneficial ownership of such shares.~~

Andrew R. Jassy

94,729

⁽⁶⁾*

~~Includes 10,447 shares beneficially owned by other~~

Keith B. Alexander

Edith W. Cooper

Jamie S. Gorelick

5,752

Daniel P. Huttenlocher

1,036

Judith A. McGrath

2,052

Indra K. Nooyi

1,034

Jonathan J. Rubinstein

6,072

Patricia Q. Stonesifer

2,139

Wendell P. Weeks

1,935

Brian T. Olsavsky

2,372

David H. Clark

4,130

Adam N. Selipsky

4,581(4)

David A. Zapolsky

3,119

All directors and executive officers ~~not individually listed in the table.~~

as a group (16 persons)

64,723,611(5)

12.7%



		~~2020 Proxy Statement~~		53

Less than 1%.

(1)

Includes 14,655,736 shares as to which Mr. Bezos has sole voting power and no investment power.

(2)

As of December 31, 2021, based on information provided in a Schedule 13G filed February 9, 2022. The Vanguard Group has sole voting power with respect to none of the reported shares, shared voting power with respect to 746,087 of the reported shares, sole investment power with respect to 31,601,766 of the reported shares, and shared investment power with respect to 1,819,988 of the reported shares.

(3)

As of December 31, 2021, based on information provided in a Schedule 13G filed March 11, 2022. BlackRock, Inc. has sole voting power with respect to 24,586,711 of the reported shares, shared voting power with respect to none of the reported shares, and sole investment power with respect to all of the reported shares.

(4)

Includes 17 shares as to which Mr. Selipsky shares or may be deemed to share investment power. Mr. Selipsky disclaims beneficial ownership of such shares.

(5)

Includes 6,122 shares beneficially owned by other executive officers not individually listed in the table.

2022 Proxy Statement 87

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

~~Compensation Philosophy – Overview~~

We design our compensation programs to attract and retain the best talent, reinforce ownership, and emphasize performance ~~as a basis for compensation, recognize the need for global~~ and ~~flexible compensation approaches, and filter compensation decisions through~~contribution to our ~~Leadership Principles.~~long-term success. As a result, our compensation programs encourage experimentation, innovation, and long-term thinking, and we avoid tying compensation to a few discrete, short-term performance goals, financial or otherwise.

Our executives’ compensation is simple and generally has two basic components:

•

A modest base salary; and

•

Periodic grants of time-vested restricted stock units subject to long-term vesting ~~requirements.~~

~~As stated~~requirements that assume a fixed annual increase in the stock price so that compensation will be negatively impacted if our stock price is flat or declines.

We also provide security services to certain executives, some of which are reportable as perquisites, although we view all Company-incurred security costs as reasonable and necessary and for the Company’s ~~1997~~benefit.

As discussed below, in 2021, we granted special long-term restricted stock unit awards to Messrs. Jassy and Clark in connection with their promotions to President and CEO of Amazon and CEO Worldwide Consumer, respectively, and granted a new hire restricted stock unit award to Mr. Selipsky, our new CEO Amazon Web Services.

Compensation Best Practices
What we do			What we don’t do
✓ Align executive officer and shareholder interests by compensating executives primarily with equity grants that vest over many years ✓ Focus on realizable compensation by assessing the potential annual value of equity awards vesting over the long term instead of the aggregate grant date value reported in the Summary Compensation Table ✓ For periodic grants, assume a fixed annual increase in the stock price so that compensation will be negatively impacted if our stock price is flat or declines ✓ Provide limited perquisites consisting of security arrangements ✓ Solicit feedback on our executive compensation through extensive shareholder engagement			✘ No severance benefits or accelerated vesting of equity upon termination of employment or retirement ✘ No windfall or above-target payouts of equity awards ✘ No annual bonuses or annual incentive awards ✘ No supplemental executive retirement or other nonqualified deferred compensation plans ✘ No discretion to adjust payouts or vesting of equity awards

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EXECUTIVE COMPENSATION

Compensation Processes

Our Goals and Philosophy

In his very first letter to shareholders ~~we believe~~in 1997, Jeff Bezos highlighted our belief that a fundamental measure of our success ~~will be~~is the shareholder value we create over the long term. In that letter, he identified our compensation program as one of our fundamental management approaches that, because of our emphasis on the long term, enables us to make decisions and weigh tradeoffs differently than other companies. To ~~achieve this goal,~~support these goals, we prioritize stock-based compensation that vests over ~~an extended period of time~~many years and encourages motivated, customer-centric employees to think and act like owners, because they are owners. We ~~are~~believe this focus on the long term has produced strong results for our shareholders over the past 25 years.

As with everything we do at Amazon, we have over the years reviewed and re-evaluated our executive compensation program, taking into account views of our shareholders, including evaluating arrangements like annual bonuses and one-, two-, or three-year performance-vesting equity awards. Having considered other approaches, we remain committed to the ~~concept~~structure of ~~employees as owners,~~our executive compensation, emphasizing periodic grants of time-vested restricted stock units vesting over the long term, for three key reasons:

•

It focuses on the true long-term success of our business, not on isolated one-, two-, or three-year goals that encompass only a limited and selective portion of our objectives and that can reward executives with above-target payouts even when the stock price remains flat or declines;

•

It perfectly aligns our executives’ compensation with the returns we ~~believe~~deliver to shareholders; and

•

It works, having allowed us to:

✓

attract and retain incredibly talented people who have guided our business through countless challenges;

✓

develop our business in ways that ~~employees should~~we could not have conceived a few years earlier, including initiatives that later became AWS, Kindle, Alexa, and our robust third-party seller business;

✓

make long-term commitments to sustainability and other environmental, social, and human capital initiatives and goals; and

✓

deliver strong long-term ~~incentives~~returns to our shareholders.

We recognize that ~~align their interests with those of~~ our ~~shareholders. Our total~~executive compensation program ~~is structured~~differs from the approach used by many companies, but we have carefully considered those alternatives and, ~~delivered~~based on how we run our business and what we have achieved, we see far more risks than potential benefits from changing an approach that has been so successful for our shareholders over the past 25 years, simply to ~~encourage~~fit into a mold followed by other companies.

	Our Approach to Broad-Based Compensation
	Our goal of providing competitive compensation arrangements to attract and retain the best talent applies throughout the Company. In the United States, we are a leader in providing our employees an average starting wage of more than $18 per hour, more than double the federal minimum wage. In addition, we provide numerous benefits to our employees, including comprehensive medical benefits, a 401(k) plan with a Company match, and up to 20 weeks of parental leave (birth parents are eligible for up to 20 weeks of leave and partners up to six). We also provide access to Amazon’s Career Choice program, in which we fund full college tuition as well as high school diplomas, GEDs, and English as a Second Language proficiency certifications for our front-line employees, part of an expected investment of $1.2 billion in free skills training by 2025. We have created hundreds of thousands of jobs since 2020, increasing our total employees worldwide to more than 1.6 million.

Our Compensation Design

Our simple executive compensation program has a number of unique features that reflect our goals and reinforce ownership attitudes and behaviors. We believe employees and owners should share in the risk and rewards, similar to our shareholders. We expect our employees to drive the success of the Company and be aligned to the resulting performance of our stock through their restricted stock unit grants.

philosophy:

•

We do not tie cash or equity compensation to one or a few discrete performance goals. ~~A performance goal assumes some level of success by a prescribed measure. But to~~ To have a culture that relentlessly pursues invention and is focused on building shareholder value, not just for the current year, but five, ten, or even twenty years from now, we must encourage experimentation and long-term ~~thinking, which, by~~thinking. By definition, this means we do

2022 Proxy Statement 89

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EXECUTIVE COMPENSATION

not know in advance exactly what will work. We do not select one or a few discrete goals that address one-, two-, or three-year performance horizons because we do not want employees to focus ~~solely~~ on short-term returns or discrete criteria at the expense of long-term growth and ~~innovation.~~

constant innovation and reinvention. Instead, to align our executives with long-term value creation, we compensate them primarily with restricted stock unit awards that have long vesting periods, generally five years or more. Simply put, we could establish safe, short-term vesting conditions that constrain innovation and risk-taking (and that could result in above-target payouts even when our stock price declines) and focus on the trees rather than the forest, but we believe our consistent focus on the long term has served our Company and our shareholders well since our founding. AWS, Kindle, Alexa, Fulfillment by Amazon, Marketplace, Prime Video, and The Climate Pledge might not exist today if our horizons were so limited.

•

We ~~recognize~~focus on long-term shareholder value that is realized by share price appreciation. When we set our executives’ target compensation for periodic grants, we assume a fixed annual increase in the stock price so that our executives’ compensation will be negatively impacted if our stock price is flat or declines, and is favorably impacted if the stock performs beyond the initial stock price assumption. This encourages them to seek out, develop, and pursue initiatives that focus on serving our customers and other stakeholders, and to reflect a long-term view for thinking about our operations holistically and contributing to initiatives across the Company.

•

We provide long-term visibility into compensation opportunities. We believe that establishing long-term compensation visibility for our executive team is an important way to foster an owner’s mindset from day one, and is also an important way to encourage bold long-term decisions that will lead to innovation—decisions that may not be rewarded, and possibly even punished, in traditional incentive programs. We understand that our long vesting schedules, especially for our CEO, are unusual among public companies, and we believe this lends great strength to our program and helps make it among the most shareholder aligned. Simply put, with the number of shares vesting from his previous stock awards and 2021 stock award declining by 23% from 2021 through 2025 and holding flat through 2030, unless we create value for all shareholders over the 10-year vesting period for his 2021 stock award, Mr. Jassy cannot increase, or even hold constant, the realized value of his 2021 stock award.

•

We do not provide severance benefits or accelerate vesting upon termination. All of our named executive officers are employed on an at-will basis. We do not maintain supplemental executive retirement or other nonqualified deferred compensation plans, cash severance programs, or change-in-control benefits for our executive officers (except for the limited situation that restricted stock units would vest if not assumed by an acquiror following a change in control and limited vesting of restricted stock units held by all employees other than the CEO upon death). If an executive terminates employment or retires, all unvested equity is forfeited.

•

We do not maintain executive compensation plans other than our stock plan. We generally do not provide cash bonuses other than in a new-hire context and do not have an annual incentive program. As a result, our executives’ compensation is easy for us to present to shareholders and easy for shareholders to understand and assess. There is no need for shareholders to be concerned with the selection or rigor of performance goals or to parse through overly complicated payout formulas and dense descriptions of complicated “total rewards” programs. Our executives’ compensation is tied to our shareholder returns, period.

Because of these features, our executive compensation is highly transparent and completely aligned with shareholder value. We share the view expressed by the Council of Institutional Investors and others that tying stock and cash award payouts to a handful of discrete performance criteria is a ~~different approach~~major source of complexity and confusion in executive pay and results in executive compensation arrangements that are more difficult to value and more vulnerable to obfuscation than time-vesting restricted stock units. For example, some of our peers consistently pay out performance-based awards at “above-target” levels (in some cases more than 200% of target, far beyond the level of stock price appreciation). At these companies, shareholders are not able to assess the relationship between the value of the awards at grant and how much executives may realize when the awards vest because shareholders cannot assess the difficulty of the performance criteria applicable to those awards. Had we set one-, two-, or three-year performance goals based on achieving strong financial performance or based on achieving discrete operational objectives such as interim goals under The Climate Pledge, we likely would have paid out far more in compensation (150%, 200%, or more) than we actually did. In contrast, we do not leverage or increase share awards to provide “above-target” or windfall payouts based on whether one or a few discrete goals were met, and the only way in which our executives can earn “above-target” compensation is to enhance our long-term share value, which benefits all shareholders.

We believe that selecting a handful of discrete performance metrics is not the best way for a dynamic and growth-oriented company like Amazon to align executive ~~compensation; however, it has worked~~pay with long-term performance and shareholder value. In our view, selecting a

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handful of discrete performance metrics as a basis for ~~us.~~vesting or paying out compensation is fraught with the risk of improperly influencing or constraining long-term performance and inhibiting innovation. For example, in 1997, had we adopted performance measures appropriate for a bookseller, we may have inadvertently discouraged our employees from investing their time and energy in initiatives that later became AWS, Kindle, Alexa, and our robust third-party seller business. ~~In addition, in 2019 when we announced andco-founded~~ ~~The Climate Pledge and committed~~Tying compensation to ~~be net zero carbon~~specific business performance measures also could discourage employee mobility across our businesses ~~by 2040, a decade ahead of the Paris Agreement’s goal of 2050, we did not need to adjust or renegotiate performance goals with our~~and, in particular, deter high-performing employees ~~to reflect~~from taking important and challenging roles in businesses that ~~The Climate Pledge introduces new benefits and new costs to our performance over the long term.~~could benefit most from their leadership. In addition, given the unique nature of Amazon and our many initiatives, standardized industry indices are either too broad or too narrow to serve as relevant comparisons for benchmarking company performance. Benchmarking performance against a technology index might have proven a disincentive to building our own devices, developing our own movies and TV shows, or innovating shipping and delivery methods. A customized index locks in a business profile at a point in time and may deter employees from ~~considering or~~developing and pursuing initiatives that do not fit into that mold. Further, tying compensation to specific business performance measures could discourage employee mobility across our businesses and, in particular, deter high-performing employees from taking important and challenging roles in businesses that could benefit most from their leadership. This is why we choose to deliver the majority of compensation in restricted stock unit awards subject to lengthy vesting requirements.



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~~Compensation Philosophy – Applied~~

Our compensation philosophy for our “named executive officers” identified in the “Summary Compensation Table” below is generally the same as for all of our employees who receive equity compensation and is governed by the following principles.

Our compensation program ~~is designed~~allows and encourages us to ~~attract~~innovate. For example, in 2019 when we announced and ~~retain~~co-founded The Climate Pledge and committed to be net-zero carbon across our business by 2040, a decade ahead of the ~~highest caliber employees by providing above industry-average~~Paris Agreement’s goal of 2050, we did not need to be concerned (or risk our executives being concerned) with the effects of these commitments on executive compensation ~~assuming stock price performance.~~

~~Our~~performance criteria. Further, we did not need to introduce executive compensation ~~program provides strong long-term incentives to align our employees’ interests with our shareholders’ interests.~~

~~Our compensation program emphasizes~~ performance ~~and contribution~~criteria tied to our environmental or workplace equity or safety goals, because our executives are already incentivized to act in our Company’s, our shareholders’, and our other stakeholders’ long-term ~~success as~~best interest. More importantly, we are meeting or exceeding our goals without having to tie any element of executive compensation to a ~~basis for compensation increases, as opposed~~particular goal. For example, we responded quickly and performed strongly during the COVID-19 pandemic, essentially compressing several years of planned growth into a few months, without having to ~~rewarding solely for length of service.~~

~~Our compensation program reinforces and reflects our core values, including customer obsession, invent and simplify, bias for action, acting like owners and thinking long term, hiring and developing~~be concerned about the ~~best, and frugality.~~

~~For our named executive officers, all of whom are employed on anat-will~~ ~~basis, we provide few perquisites and generally do not provide cash bonuses other than in anew-hire~~ ~~context. We do not maintain nonqualified deferred compensation plans, supplemental executive retirement plan benefits, cash severance programs, orchange-in-control~~ ~~benefits for our executive officers.~~

~~We believe that the best measure~~effects of our response on performance ~~is how~~criteria under compensation arrangements or whether our actions would result in windfall payouts to executives instead of producing pay that aligns with shareholder returns. With respect to The Climate Pledge, we are ~~valued~~meeting or exceeding our goals, such as increasing our purchases of renewable energy and reducing our carbon intensity (measured as total carbon emissions, in grams of carbon dioxide equivalent (CO2e), per dollar of gross merchandise sales) because we have committed to these goals that benefit our stakeholders over the long term. To help align our executives with long-term value creation, we compensate them primarily with restricted stock unit awards that have long vesting periods. Over time, executives will have multiple restricted stock unit awards that vest over many years, and thus provide a greater amount of potential compensation in later years than the current year. In addition, when we set our executives’ target compensation, we assume a fixed annual increase in the stock price so thatterm, not because our executives’ compensation ~~will be negatively impacted if~~is tied to those goals.

We believe our stock price is flat or declines, and is favorably impacted if the stock performs beyond the initial stock price assumption. This encourages them to seek out, develop, and pursue initiatives that focus on serving our customers and reflect a long-term viewexecutive compensation program works well, for ~~thinking about our operations holistically and contributing to initiatives across the Company. This approach has served~~ our employees and ~~shareholders well, since~~for our shareholders. For example, as of the end of ~~2019,~~2021, our stock price had increased approximately ~~2,327%~~30,716% over twenty years (a compound annual growth rate of ~~17%~~33%), ~~1,274%~~1,826% over ten years, ~~495%~~345% over five years, and ~~146%~~122% over three years. This does not mean that our stock price increased on a year-over-year basis each of these years; for example, in 2014, the stock declined 22%. ~~However, our long term~~Our long-term approach to performance and compensation helped to retain our talent despite short-term stock price volatility.

Shareholder Engagement and Compensation Feedback

Since our 2021 Annual Meeting of Shareholders, we contacted shareholders owning approximately 35% of our stock (not counting the approximately 13% voted by our founder and Executive Chair) and met with shareholders owning over 30% of our stock specifically to discuss executive compensation. During these meetings we discussed, among other things, the elements, design, and operation of our executive compensation program, the processes undertaken by the Leadership Development and Compensation Committee, and the details of the 2021 equity awards to our named executive officers. Over the course of these meetings, we heard a wide range of views, with most of our largest investors indicating that they understand and appreciate the long-term, owner-oriented nature of our stock awards and how they support our operations and culture. A small minority of investors expressed the view that the Company should be granting smaller equity awards with payouts conditioned on discrete performance goals. However, these shareholders did not have a clear consensus, and in many cases did not have suggestions, for specific performance criteria or specific peer group comparisons that would be appropriate for Amazon. Other shareholders did not express either a positive or negative position on our executive compensation.

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2021 Compensation Decisions

Base Salaries

Base salaries for named executive officers are designed to provide a minimum level of cash compensation and to be significantly less than those paid to senior leadership at similarly situated companies. Base salaries ranged from $81,840 for Mr. Bezos to $175,000 for ~~Messrs. Blackburn, Jassy,~~Mr. Jassy. Mr. Clark’s salary was increased to $175,000 effective upon his becoming CEO Worldwide Consumer in January 2021, and ~~Wilke.~~Mr. Selipsky’s salary was set at $175,000 effective upon his joining Amazon as SVP, Amazon Web Services in May 2021. Due to Mr. ~~Bezos’~~Bezos’s substantial ownership in Amazon, Mr. Bezos requested not to receive additional compensation and has never received annual cash compensation in excess of his current amount.

Annual Bonuses

None of the named executive officers received an annual incentive or cash bonus in 2021.

Stock-Based Compensation

~~The~~

As discussed above, the primary component of a named executive officer’s total compensation is stock-based compensation in order to closely tie total compensation to long-term shareholder value. Accordingly, named executive officers receive sizeable stock-based awards at the time of hire and are also eligible for stock-based awards in connection with promotions and on a periodic basis. Since late 2002, we have used restricted stock units as our primary stock-based compensation vehicle. We believe that restricted stock units align the long-term interests of named executive officers and shareholders and help efficiently manage overall shareholder dilution from stock awards. These restricted stock unit grants generally vest over a period of five years or more. Vesting does not accelerate as a result of termination of employment or retirement. The elements and terms of our executive compensation program during 2021 remained the same as in prior years.

Because our compensation program is designed to reward long-term performance and operate over ~~a period of~~many years, named executive officers ~~may~~typically do not ~~necessarily~~ receive periodic stock-based awards every year. For example, ~~because~~each of our named executive officers other than Mr. Bezos and Mr. Selipsky received a periodic restricted stock unit award in 2020, with vesting over six or seven years, but did not receive one of these periodic grants in 2021 or in 2019. When we set our executives’ target compensation for these periodic grants, we assume a fixed annual increase in the stock price so that our executives’ compensation will be negatively impacted if our stock price is flat or declines. Because annual total compensation as reported in the Summary Compensation Table below includes the entire fair value as of the grant date of a stock award granted in that year, without regard to the fact that the grant vests over a number of years, a named executive officer’s total compensation as reported will be higher in years in which he or she receives a grant compared to years in which he or she does not receive



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a grant. In contrast, as discussed above, when approving new equity awards, the Leadership Development and Compensation Committee does not focus on the aggregate grant date fair value that is required to be reported in the Summary Compensation Table under SEC rules, but instead evaluates the annual value of the awards that will vest in future years under various stock price scenarios, taking into account the named executive officer’s cash compensation and the projected annual value of pre-existing stock-based compensation vesting in those subsequent years, if any.

Due to Mr. ~~Bezos’~~Bezos’s substantial stock ownership, he believes he is appropriately incentivized and his interests are appropriately aligned with shareholders’ interests. Accordingly, Mr. Bezos has never received any stock-based compensation from Amazon.

Since late 2002, we have used restricted stock units as our primary stock-based compensation vehicle. We believe that restricted stock units align the long-term interests of named executive officers and shareholders and help efficiently manage overall shareholder dilution from stock awards. Restricted stock unit grant amounts and vestingConsiderations for ~~named executive officers, whether for new hire or subsequent grants, are established by the~~2021 Equity Grants

The Leadership Development and Compensation Committee ~~after receiving recommendations from the Senior Vice President of Human Resources and the Chief Executive Officer. These~~did not grant any routine, periodic restricted stock unit ~~grants generally vest over a period~~awards to our executive officers in 2021, but granted special awards in consideration of ~~five or six years. Vesting does not accelerate~~Messrs. Jassy and Clark’s promotions to President and CEO of Amazon and CEO Worldwide Consumer, respectively, and in connection with recruiting Mr. Selipsky to return to Amazon to serve as ~~a result of termination of employment or upon achange-in-control~~ ~~(unless the Leadership Development and Compensation Committee determines that the acquiring company will not be assuming or substituting the awards).~~

~~For new hire grants and~~CEO AWS. The grants made in connection with ~~internal~~these promotions ~~the Senior Vice President of Human Resources, the Chief Executive Officer,~~ and the Leadership Development and Compensation Committee consider a variety of factors, including the compensation of similarly situated senior executives at Amazon, the named executive officer’s expected level of responsibility and expected contributions to our future success, and the compensation of similarly situated executives at other companies, including retail, Internet, technology, and media companies.

For periodic grants, the Senior Vice President of Human Resources, the Chief Executive Officer, and the Leadership Development and Compensation Committee consider a variety of factors, including the named executive officer’s level of responsibility, past contributions to our performance, and expected contributions to our future success, as well as the compensation of similarly situated executives at other companies, including retail, Internet, technology, and media companies. Generally, the Leadership Development and Compensation Committee considers whether to make periodic grants to executive officers in connection with our annual performance and compensation review process, which normally occurs between January and April.

~~For both~~ new hire ~~and~~are larger than the periodic restricted stock unit grants, the Senior Vice President of Human Resources and Chief Executive Officer develop grant recommendations by evaluating the factors above to set a total compensation target for each named executive officer and then designing restricted stock unit grants to help meet those total compensation targets based on stock price appreciation assumptions, taking into account the named executive officer’s cash compensation and the estimated value of~~pre-existing~~ stock-based compensation vesting in subsequent years, if any. In this process, the Senior Vice President of Human Resources and Chief Executive Officer view projected total compensation for a given year as cash compensation expected to be earned in that year plus an assumed value of stock-based compensation vesting in that year. Because we focus on total compensation over time and take into account existing compensation, periodic grants for a smaller number of shares do not necessarily reflect lower total compensation.

~~Performance Considerations for 2018 Grants~~

In 2019, the named executive officers did not receive any new equity awards, in line with our compensation philosophy and based on the Leadership Development and Compensation Committee’s consideration of the factors discussed above, including the awards the ~~named executive officers received~~Company has granted in ~~2018. In April 2018, Messrs. Olsavsky~~the past, reflecting a unique transition in our organization’s leadership. Relevant factors and ~~Blackburn received restricted stock unit~~considerations supporting each of these awards ~~with vesting beginning in May 2022 and Messrs.~~are addressed below.

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Mr. Jassy and Wilke received restricted stock unit awards with vesting beginning in May 2023, assuming continued employment. Although these grants were previously disclosed in last year’s proxy statement, we summarize the performance of each named executive officer that the Leadership Development and Compensation Committee considered in granting the awards, as follows:

~~Mr. Olsavsky~~ received a restricted stock unit award for ~~4,877 shares.~~61,000 shares, which vests over 10 years from grant, from 2023 through 2031, with more than 80% of the shares scheduled to vest between 5 and 10 years after grant. Faced with the first CEO succession in the Company’s history, the Leadership Development and Compensation Committee determined it important to provide for clarity and stability through an award that is designed to establish a long-term owner’s perspective and encourage bold, long-term initiatives, in the same manner that Mr. Bezos’s shares as founder incentivized him to focus on long-term, expansive growth. Accordingly, this award is intended to represent most of Mr. Jassy’s compensation for the coming years. In making this grant, the Leadership Development and Compensation Committee ~~considered the factors discussed above with respect to periodic grants, including~~reviewed realizable compensation data for Mr. ~~Olsavsky’s experience~~Jassy currently and ~~skill in managing the Company’s financial organization, his sustained performance~~ over the ~~years preceding~~term of the ~~grant,~~award under various stock price performance assumptions, taking into account the vesting schedule of existing equity awards granted to him in previous years. The Committee also reviewed current year and three-year average reported market compensation survey data for large technology and general industry CEOs, similar one-time awards made upon the promotion of CEOs of other large technology companies, and current year and three-year average reported and realized compensation of CEOs of other large cap companies, including Alphabet, Apple, Meta, Microsoft, Salesforce, and Walmart. For example, the Committee reviewed data showing that the average realized compensation from 2018 through 2020 for the CEOs of Alphabet, Apple, and Microsoft, and for the COO of Meta, ranged from $151 million a year to $220 million a year. After considering the foregoing information and Mr. Jassy’s past performance and critical role in leading the Company forward, and to further support his commitment to strategic long-term ~~perspective,~~planning, the Committee approved Mr. Jassy’s special long-term restricted stock unit award. The Committee intends for this restricted stock unit award to serve as a long-term incentive for Mr. Jassy, and, accordingly, believes it should be viewed as compensation over the 10-year term and not solely as compensation for 2021.

The vesting schedule of Mr. Jassy’s restricted stock unit awards, including this and his ~~expected future contributions, including his continued oversight~~previously granted awards, together with potential realizable values based on the closing market price of our ~~finance organization. Key aspects of~~ common stock on December 31, 2021 ($3,334.34), is shown below:

[MISSING IMAGE: tm223357d5-bc_sharepn.jpg]

•

Mr. Olsavsky’s performance include oversight of the Company’s issuance of $16.0 billion of senior unsecured notes (primarily to fund the acquisition of Whole Foods Market), managing our other credit arrangements and liquidity to finance our operations and continue our expansion, supporting our growth in operating cash flows, including overseeing an increase from approximately $12 billion in 2015 to more than



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$18 billion in 2017, maintaining strong internal controls over financial reporting as the scope of our operations grew, executing on a balanced capital allocation strategy, and oversight of controlled growth of business expenses.

~~Mr. Blackburn~~Clark received a restricted stock unit award for ~~7,363 shares.~~16,000 shares, which vests annually over four years, from 2022 through 2025. This award and an award for 4,000 shares that was granted in September 2020 and vests from 2023 through 2027 were made in recognition of Mr. Clark’s promotion to CEO Worldwide Consumer. Mr. Clark’s 2021 restricted stock unit award reflects further consideration of the levels of compensation appropriate for him, given the size and complexity of the operations he oversees, as well as the compensation of similarly situated senior executives at other companies. In making this grant, the Leadership Development and Compensation Committee ~~considered the factors discussed above with respect to periodic grants, including~~reviewed realizable compensation data for Mr. ~~Blackburn’s experience~~Clark currently and ~~skill in managing the Company’s business development and media projects, his sustained performance~~ over the ~~years preceding~~term of the ~~grant,~~award under various stock price performance assumptions, taking into account the vesting schedule of existing equity awards granted to him in previous years. The Committee also reviewed current year and ~~his long-term focus. At~~three-year average reported market compensation survey data for large general industry, retail industry, and transportation/logistics industry CEOs, many of whom oversee operations that do not have the ~~time,~~geographic scope and are not as complex, profitable, or fast-growing as the operations managed by Mr. Clark, and current year and three-year average reported and realized compensation of CEOs of other large cap companies. For example, the Committee ~~also considered his~~reviewed data showing that the average realized compensation from 2018 through 2020 for

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the CEOs of CVS Health, Target, and Walmart ranged from $24 million a year to $40 million a year. After considering the foregoing information and Mr. Clark’s past performance and expected future contributions, and to further support his commitment to strategic long-term planning, the Committee approved Mr. Clark’s additional promotion restricted stock unit award.

The vesting schedule of Mr. Clark’s restricted stock unit awards, including this and his ~~continued oversight~~previously granted awards, together with potential realizable values based on the closing market price of our ~~expanding media operations. As announced in July 2019,~~ common stock on December 31, 2021 ($3,334.34), is shown below:

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Mr. ~~Blackburn will be taking aone-year~~ leave of absence and, as a result, vesting of all of his restricted stock units, including those granted in 2018, was suspended during the term of his leave. Key aspects of Mr. Blackburn’s performance include the successful acquisition of Whole Foods Market and the negotiation of the Ring acquisition, the expansion of Prime Video to customers in more than 200 countries and territories around the globe, the continued increase in both original and licensed content available on Prime Video, the continued rapid expansion of our advertising business, and the international expansion of Prime Music.

~~Mr. Jassy~~Selipsky received a new-hire restricted stock unit award for ~~4,023 shares.~~24,909 shares, which vests from 2021 through 2026. He did not receive a new-hire cash bonus. The restricted stock unit award reflects Mr. Selipsky’s ability to step quickly and efficiently into the role of CEO AWS, having worked at AWS for 11 years before serving as a public company CEO at Tableau Software from 2016 until rejoining Amazon. In making this grant, the Leadership Development and Compensation Committee reviewed realizable compensation data for Mr. Selipsky over the term of the award under various stock price performance assumptions, and considered the ~~factors discussed above with~~highly competitive marketplace for senior executives of cloud services companies, as well as the compensation of similarly situated senior executives at other companies. For example, the SEC-reported compensation for the CEOs of Cisco, Microsoft, and Salesforce in 2020 ranged from $23 million a year to $44 million, and realized compensation of those CEOs ranged from $29 million a year to $229 million. In this respect, ~~to periodic grants, including~~the revenue and operating income of the AWS operations that Mr. ~~Jassy’s experience~~Selipsky manages are significantly higher than those of many other S&P 500 Software and ~~skill in managing Amazon Web~~ Services operations, his sustained performance over the years preceding the grant, his long-term perspective, and his expected future contributions, including his continued oversight of expansion and innovation at AWS. Key aspectscompanies.

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The vesting schedule of Mr. Jassy’s performance include AWS’s increase in net sales from approximately $8 billion in 2015 to more than $17 billion for 2017, AWS’ increase in operating income by approximately $3 billion over that same period, his oversight of the expansion of AWS from 32 Availability Zones in 2015 to 52 Availability Zones in 2017, the launch of more than 1,400 new AWS services in 2017, and the 250% increase in active users of AWS machine learning services in 2017.

~~Mr. Wilke received a~~Selipsky’s restricted stock unit award, ~~for 4,023 shares. In making this grant,~~which is the ~~Leadership Development and Compensation Committee considered~~only one he holds, together with potential realizable values based on the factors discussed above with respect to periodic grants, including Mr. Wilke’s experience and skill in managing Worldwide Consumer operations, his sustained performance over the years preceding the grant, his long-term perspective, and his expected future contributions, including his continued oversight of operations expansion and customer-focused third-party retail initiatives throughout the world. Key aspects of Mr. Wilke’s performance include the increase in Worldwide Consumer operations net sales from $99 billion in 2015 to more than $160 billion for 2017, the continued investment in our fulfillment network and technology, content and marketing efforts both in North America and internationally, the expansion of Prime throughout the world, the expansionclosing market price of our ~~logistics and delivery capabilities, and the continued innovation of omni-channel retail options for customers through the development and integration of physical stores.~~

~~In addition, as reported in last year’s proxy statement, Messrs. Jassy and Wilke each received an additional restricted~~common stock ~~unit award in April 2018 for 10,000 shares, which vest 37.5% in~~on December 31, 2021 12.5% in 2022, 37.5% in 2023, and 12.5% in 2024. These grants were given in recognition of these executives’ level of responsibility relative to compensation for senior executives of comparably sized businesses at peer companies, including that the size of operations they manage are equivalent to those managed by chief executive officers of many other Fortune 100 companies, and to further support their commitment to strategic long-term planning. The Leadership Development and Compensation Committee also considered these executives’ expected contribution to our future success over the long term in light of their significant past contributions.

In evaluating the compensation of our named executive officers in 2019, the Leadership Development and Compensation Committee considered the vesting schedule of existing equity awards as well as aggregated information from third-party surveys, including compensation data for retail, Internet, technology, and media companies including Alphabet, Apple, AT&T, Best Buy, Cisco, eBay, Facebook, General Electric, Honeywell, IBM, Intel, Microsoft, Oracle, Starbucks, Target, Walmart, and The Walt Disney Company. The Leadership Development and Compensation Committee exercises discretion in determining executive officers’ compensation and does not require that compensation be set at a specific level relative to what($3,334.34), is ~~reflected in the survey data.~~

shown below:

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The total number of restricted stock units granted to our named executive officers during the three-year period from ~~2017~~2019 to ~~2019~~2021 represented on average (i) ~~0.27%~~0.69% of the total number of restricted stock units granted to all employees during the same three-year period and (ii) less than 0.01% of the weighted-average number of shares outstanding for the same three-year period.



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~~New Hire Cash Bonuses~~

~~None of the named executive officers received a new hire cash bonus in 2019.~~

Other Compensation and Benefits

Named executive officers receive additional compensation in the form of vacation, medical, 401(k), relocation, and other benefits generally available to all of our employees. ~~At times,~~In addition, in light of our Company’s and our executives’ prominence, we ~~may~~ provide security for ~~Mr.~~Messrs. Bezos, Jassy, Clark, and ~~certain other executive officers,~~Selipsky, including security in addition to that provided at business facilities and during business-related travel. We believe that all Company-incurred security costs are reasonable and necessary and for the Company’s benefit. The Leadership Development and Compensation Committee periodically reviews the amount and nature of executive officers’ security expenses. Reportable security expenses are included in the “All Other Compensation” column of the Summary Compensation Table. ~~We do~~Amazon’s policy is that it does not provide ~~any~~ other perquisites or other personal benefits to our named executive officers.

~~Tax Considerations~~

Compensation Governance

Compensation Committee Process

The Leadership Development and Compensation Committee may engage compensation consultants but did not do so in 2021. In evaluating the compensation of our named executive officers in 2021, the Committee reviewed and discussed peer company compensation benchmarking information from third-party surveys, including compensation data for retail, Internet, technology, and media companies including Alphabet, Apple, AT&T, Best Buy, Cisco, eBay, General Electric, Honeywell, IBM, Intel, Meta, Microsoft, Oracle, Starbucks, Target, Walmart, and The Walt Disney Company.

Restricted stock unit grant amounts and vesting for named executive officers are established by the Leadership Development and Compensation Committee after receiving recommendations from the Senior Vice President, People eXperience and Technology, and the CEO (for 2021, Mr. Bezos prior to his transition to Executive Chair). Generally, the Leadership Development and Compensation Committee considers whether to make periodic grants to executive officers in connection with our annual performance and compensation review process, which normally occurs between January and April. The Leadership

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Development and Compensation Committee exercises discretion in determining executive officers’ compensation and does not require that compensation be set at a ~~result of 2017 tax law changes, we expect~~specific level relative to what is reflected in survey data that ~~equity awards granted or other~~it reviews.

For new hire, promotion, and periodic restricted stock unit grants, the Senior Vice President, People eXperience and Technology, and the CEO develop grant recommendations to set a total compensation ~~provided under arrangements entered into or materially modified on or after November 2, 2017 generally will not be deductible to the extent they result in taxable compensation to a~~target for each named executive officer by evaluating a variety of factors, such as the compensation of similarly situated senior executives at Amazon and at other companies with which we compete for talent, past contributions to performance, and expected contributions to our future success, and then designing restricted stock unit grants to help meet those total compensation targets. As discussed above, this evaluation also takes into account the named executive officer’s cash compensation and the estimated value of pre-existing stock-based compensation vesting in subsequent years, if any, and stock price appreciation assumptions.

Shareholder Advisory Vote to Approve Executive Compensation

At our Annual Meeting of Shareholders in 2021, our shareholders approved the compensation of our named executive officers, with more than 80% of the votes cast for approval of our executive compensation on an advisory basis. The Leadership Development and Compensation Committee carefully considered the results of the 2021 advisory vote approving the compensation of our named executive officers as well as input we received from shareholders and analyses by proxy advisory firms. In particular, the Committee considered feedback from meetings with shareholders following our 2021 Annual Meeting of Shareholders specifically to discuss executive compensation, from which we heard a wide range of views, with most of our largest investors indicating that ~~exceeds $1 million~~they understand and appreciate the long-term, owner-oriented nature of our stock awards and how they support our operations and culture. The Committee also considered arguments supporting and criticizing the use of discrete performance-based vesting or payout conditions for equity-based compensation, and evaluated the benefits and success of our existing executive compensation arrangements and other factors discussed in ~~any one year.~~

this Compensation Discussion and Analysis. Following its consideration and discussion of these matters, the Leadership Development and Compensation Committee reaffirmed its view that our existing executive compensation program appropriately and effectively aligns our executives with our long-term performance and our shareholders’ best interests.

Clawback Policy

As set forth in our Board of Directors Guidelines on Significant Corporate Governance Issues, we have a compensation clawback policy that permits us to recover equity and cash bonuses from current and former named executive officers and other members of senior management if they engage in fraud or intentional misconduct that causes or contributes to a restatement of our financial statements.

Anti-Hedging Policy

Under our trading policies, directors, executive officers, and other employees above a specified level, as well as persons sharing their households, are prohibited from engaging in any speculative, hedging, or derivative security transaction that primarily involves or references Amazon securities. Other employees are prohibited from engaging in such hedging transactions unless they confirm that they satisfy certain conditions, including that they are not in possession of materialnon-public information, and that the arrangement expires or settles automatically at least six months after the date entered into with no discretion by the employee as to the timing or manner of settlement.

~~Shareholder Advisory Vote to Approve Executive Compensation~~

At our Annual Meetings of Shareholders in 2018 and 2019 (covering our named executive officers’ last periodic restricted stock unit grants in 2018), our shareholders overwhelmingly approved the compensation of our named executive officers, with more than 98% and 97%, respectively, of the votes cast for approval of our executive compensation on an advisory basis. The Leadership Development and Compensation Committee evaluated the results of the 2018 and 2019 advisory votes approving the compensation of our named executive officers as well as discussions we have had in recent years with our shareholders and the other factors discussed in this Compensation Discussion and Analysis when evaluating our executive compensation and compensation policies and practices. While each of these factors informed the Leadership Development and Compensation Committee’s decisions regarding our executive compensation program, the Leadership Development and Compensation Committee did not implement changes to our executive compensation program as a result of the shareholder advisory votes.



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~~Shareholder Engagement and Compensation Feedback~~

We meet regularly with our shareholders, including both large and small investors, to discuss numerous issues, including our performance and compensation philosophy. In 2019, as part of our corporate governance engagement, we met with corporate governance representatives at shareholders owning over approximately 25% of our stock (excluding the approximately 15% voted by our founder and Chief Executive Officer). During the course of these meetings, investors indicated that they understand and appreciate the long-term, owner-oriented nature and size of our stock awards. None of the shareholders expressed concerns with the manner in which our executive compensation program operates.

Leadership Development and Compensation Committee Report

The Leadership Development and Compensation Committee, which is composed solely of independent members of the Board of Directors, assists the Board in fulfilling its oversight responsibility relating to, among other things, establishing and reviewing compensation of the Company’s executive officers. The Leadership Development and Compensation Committee reviewed and discussed with management the Company’s Compensation Discussion and Analysis and, based on the review and discussion, recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

The Leadership Development and Compensation Committee

~~Rosalind G. Brewer~~

Edith W. Cooper
Daniel P. Huttenlocher

Judith A. McGrath



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Summary Compensation Table

None of our named executive officers received a new equity award in 2019, and the amount reported for Mr. Blackburn relates primarily to the accounting effects of an amendment to his previously awarded restricted stock units in connection with his leave of absence, as discussed in the Compensation Discussion and Analysis.The

The following table sets forth for the year ended December 31, ~~2019~~2021 the compensation reportable for the named executive officers, as determined by SEC rules.

~~2019~~

2021 Summary Compensation Table

Name and Principal Position	Year		Salary			Stock Awards(1)			All Other Compensation			Total
Andrew R. Jassy President and Chief Executive Officer		2021		$	175,000		$	211,933,520(2)		$	592,649(3)		$	212,701,169
		2020			175,000			35,639,068			34,381			35,848,449
		2019			175,000			—			173,809			348,809
Jeffrey P. Bezos Founder and Executive Chair		2021			81,840			—			1,600,000(4)			1,681,840
		2020			81,840			—			1,600,000			1,681,840
		2019			81,840			—			1,600,000			1,681,840
Brian T. Olsavsky SVP and Chief Financial Officer		2021			160,000			—			3,200(5)			163,200
		2020			160,000			17,010,985			3,200			17,174,185
		2019			160,000			—			3,200			163,200
David H. Clark CEO Worldwide Consumer		2021			175,000			55,589,120(6)			310,451(3)			56,074,571
David H. Clark CEO Worldwide Consumer		2020			160,000			46,121,888(6)			6,783			46,288,671
Adam N. Selipsky CEO Amazon Web Services		2021			109,722			81,294,756(7)			49,045(3)			81,453,523
David A. Zapolsky SVP, General Counsel, and Secretary		2021			160,000			—			3,200(5)			163,200
David A. Zapolsky SVP, General Counsel, and Secretary		2020			160,000			17,010,985			3,200			17,174,185

(1)

Name and Principal Position
   Year    Salary    Stock
Awards⁽¹⁾ All Other
Compensation Total
Jeffrey P. Bezos
Chief Executive Officer
   2019    $ 81,840    $ — $1,600,000 ⁽²⁾ $ 1,681,840


2018



81,840



—

1,600,000

1,681,840

   2017    81,840    — 1,600,000 1,681,840
Brian T. Olsavsky
SVP and Chief Financial Officer
   2019    160,000    — 3,200 ⁽³⁾ 163,200


2018



160,000



6,770,149

3,200

6,933,349

   2017    160,000    — 3,200 163,200
Jeffrey M. Blackburn
SVP, Business Development⁽⁴⁾
   2019    175,000    57,573,239 ⁽⁵⁾ 48,500 ⁽⁶⁾ 57,796,739


2018



175,000



10,221,162

3,500

10,399,662

   2017    175,000    — 3,500 178,500
Andrew R. Jassy
CEO Amazon Web Services
   2019    175,000    — 173,809 ⁽⁶⁾ 348,809


2018



175,000



19,466,434

91,232

19,732,666

   2017    175,000    — 19,447 194,447
Jeffrey A. Wilke
CEO Worldwide Consumer
   2019    175,000    — 35,725 ⁽⁶⁾ 210,725


2018



175,000



19,466,434

80,613

19,722,047

   2017    175,000    — 9,781 184,781

⁽¹⁾

Stock awards are reported at aggregate grant date fair value in the year granted, as determined under applicable accounting standards. Grant date fair value for restricted stock units is determined based on the number of shares granted multiplied by the average of the high and the low trading price of common stock of the Company on the grant date, without regard to the fact that the grants vest over a number of years. See Note 1, “~~Description of Business and Accounting Policies~~—~~Stock-Based Compensation~~~~,” in Item 8, “Financial Statements and Supplementary Data,” in our 2019 Annual Report on Form10-K.~~

⁽²⁾

Represents the approximate aggregate incremental cost to Amazon of security arrangements for Mr. Bezos in addition to security arrangements provided at business facilities and for business travel. We believe that all Company-incurred security costs are reasonable and necessary and for the Company’s benefit, and that the amount of the reported security expenses for Mr. Bezos is especially reasonable in light of his low salary and the fact that he has never received any stock-based compensation.

⁽³⁾	~~Represents the value of cash and/or shares of common stock we contributed to the named executive officer’s account in our 401(k) plan.~~

⁽⁴⁾	On July 31, 2019, the Board’s Leadership Development and Compensation Committee approved a leave of absence for Mr. Blackburn, Senior Vice President, Business Development, for one year, which began in March 2020.

⁽⁵⁾

In connection with Mr. Blackburn’s leave of absence, the Board’s Leadership Development and Compensation Committee approved suspending forfeiture of Mr. Blackburn’s restricted stock unit awards under the 1997 Plan for the duration of his leave of absence. The amount reported reflects the incremental fair value of his previously granted restricted stock unit awards as a result of modification of the forfeiture terms and not a new award grant.

⁽⁶⁾

Stock awards are reported at aggregate grant date fair value in the year granted, as determined under applicable accounting standards. Grant date fair value for restricted stock units is determined based on the number of shares granted multiplied by the average of the high and the low trading price of common stock of the Company on the grant date, without regard to the fact that the grants vest over a number of years. See Note 1, “Description of Business, Accounting Policies, and Supplemental Disclosures—Stock-Based Compensation,” in Item 8, “Financial Statements and Supplementary Data,” in our 2021 Annual Report on Form 10-K.

(2)

Represents a special grant in connection with Mr. Jassy’s promotion to President and CEO. This award vests over 10 years, with more than 80% of the shares scheduled to vest between 5 and 10 years after grant, and is expected to represent most of Mr. Jassy’s compensation for the coming years.

(3)

Reflects the value of cash and/or shares of common stock we contributed to the named executive officer’s account in our 401(k) plan, Hart-Scott-Rodino Act filing fees ($45,000 for Mr. Blackburn and $125,000 for Mr. Jassy), and the approximate aggregate incremental cost to Amazon of security arrangements in addition to security arrangements provided at business facilities and for business travel ($45,309 and $32,225 for Messrs. Jassy and Wilke, respectively). We believe that all Company-incurred security costs are reasonable and necessary and for the Company’s benefit.



60

~~EXECUTIVE COMPENSATION~~

~~Grants of Plan-Based Awards~~

~~The Company did not grant stock or other plan-based awards~~ to the named executive ~~officers~~officer’s account in ~~2019. In~~our 401(k) plan and the approximate aggregate incremental cost to Amazon of security arrangements in addition to security arrangements provided at business facilities and for business travel ($589,149, $306,951, and $47,003 for Messrs. Jassy, Clark, and Selipsky, respectively). We believe that all Company-incurred security costs are reasonable and necessary and for the Company’s benefit.

(4)

(5)

Represents the value of cash and/or shares of common stock we contributed to the named executive officer’s account in our 401(k) plan.

(6)

Mr. Clark’s 2021 stock award and approximately $12.6 million of his 2020 stock awards represent special grants in connection with Mr. ~~Blackburn’s leave~~Clark’s promotion to CEO Worldwide Consumer, which was effective January 1, 2021. Collectively, these two stock awards vest over 7 years following the dates they were granted.

(7)

Mr. Selipsky’s stock award represents a new-hire grant in connection with Mr. Selipsky joining the Company to become CEO AWS. This award vests over 5 years following the date of ~~absence, the Board’s Leadership Development and Compensation Committee approved suspending forfeiture~~grant.

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

Grants of Mr. Blackburn’s unvested restricted stock unit awards for the duration of his leave of absence, which, under SEC rules, is reported below as a new grant based on the incremental fair value of the modification to his previously granted restricted stock unit awards.

Plan-Based Awards

Grants of Plan-Based Awards in ~~2019~~2021

Name	Grant Date		Approval Date		All Other Stock Awards: Number of Shares of Stock or Units		Grant Date Fair Value of Stock Awards(1)
Andrew R. Jassy		7/5/2021		6/28/2021		61,000(2)(3)		$	211,933,520
Jeffrey P. Bezos		—		—		—			—
Brian T. Olsavsky		—		—		—			—
David H. Clark		7/5/2021		6/28/2021		16,000(2)(4)			55,589,120
Adam N. Selipsky		5/17/2021		3/22/2021		24,909(2)(5)			81,294,756
David A. Zapolsky		—		—		—			—

(1)

Name
   Grant Date    All Other Stock Awards:
Number of Shares of
Stock or Units    Grant Date Fair Value
of Stock Awards
Jeffrey P. Bezos
   —                                           —                        $                 —
Brian T. Olsavsky
   —    —         —
Jeffrey M. Blackburn
   7/31/2019    30,714         57,573,239
Andrew R. Jassy
   —    —         —
Jeffrey A. Wilke
   —    —         —



		~~2020 Proxy Statement~~		61

Stock awards are reported at aggregate grant date fair value, as determined under applicable accounting standards. Grant date fair value for restricted stock units is determined based on the number of shares granted multiplied by the average of the high and the low trading price of common stock of the Company on the grant date, without regard to the fact that the grants vest over a number of years. The holder of the restricted stock unit award does not have any voting, dividend, or other ownership rights in the shares of common stock subject to the award unless and until the award vests and the shares are issued.

(2)

The vesting schedule reflects total compensation targets for future years based on the number of shares vesting and stock price assumptions for each future year.

(3)

This award vests over 10 years, with more than 80% of the shares scheduled to vest between 5 and 10 years after grant. The vesting schedule is as follows: 500 shares on each of May 21, 2023, August 21, 2023, November 21, 2023, and February 21, 2024; 1,000 shares on each of May 21, 2024, August 21, 2024, November 21, 2024, and February 21, 2025; 1,250 shares on each of May 21, 2025, August 21, 2025, November 21, 2025, and February 21, 2026; and 2,500 shares on each of May 21, 2026, August 21, 2026, November 21, 2026, February 21, 2027, May 21, 2027, August 21, 2027, November 21, 2027, February 21, 2028, May 21, 2028, August 21, 2028, November 21, 2028, February 21, 2029, May 21, 2029, August 21, 2029, November 21, 2029, February 21, 2030, May 21, 2030, August 21, 2030, November 21, 2030, and February 21, 2031.

(4)

This award vests based upon the following vesting schedule: 4,000 shares on each of May 21, 2022, May 21, 2023, May 21, 2024, and May 21, 2025.

(5)

This award vests based upon the following vesting schedule: 3,390 shares on August 15, 2021; 1,695 shares on November 15, 2021; 1,696 shares on February 15, 2022; 1,474 shares on each of May 15, 2022, August 15, 2022, and November 15, 2022; 1,475 shares on February 15, 2023; 1,281 shares on May 15, 2023; 1,282 shares on each of August 15, 2023, November 15, 2023, and February 15, 2024; 1,002 shares on each of May 15, 2024, August 15, 2024, and November 15, 2024; 1,003 shares on February 15, 2025; 773 shares on May 15, 2025; and 774 shares on each of August 15, 2025, November 15, 2025, and February 15, 2026.

2022 Proxy Statement 99

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EXECUTIVE COMPENSATION

Outstanding Equity Awards and Stock Vested

The following table sets forth information concerning the outstanding stock awards held at December 31, ~~2019~~2021 by the named executive officers.

Outstanding Equity Awards at ~~2019~~2021 Fiscal Year-End

Name Number of Shares or
Units of Stock That
Have Not Vested
Market Value of Shares
or Units of Stock That
Have Not Vested(1)

Andrew R. Jassy
Restricted stock units
96,755(2) $ 322,614,067
Jeffrey P. Bezos — —

Brian T. Olsavsky
Restricted stock units
11,344(3) 37,824,753

David H. Clark
Restricted stock units
38,890(4) 129,672,483

Adam N. Selipsky
Restricted stock units
19,824(5) 66,099,956

David A. Zapolsky
Restricted stock units
11,344(6) 37,824,753

~~Year-End~~(1)

Reflects the closing market price of our common stock on December 31, 2021, $3,334.34, multiplied by the number of restricted stock units that were not vested as of December 31, 2021.

(2)

Name
   Number of Shares or
Units of Stock That
Have Not Vested
Market Value of Shares
or Units of Stock That
Have Not Vested⁽¹⁾
Jeffrey P. Bezos
   —                   $                 —
Brian T. Olsavsky
Restricted stock units
   16,389 ⁽²⁾ 30,284,250
Jeffrey M. Blackburn
Restricted stock units
   30,714 ⁽³⁾ 56,754,558
Andrew R. Jassy
Restricted stock units
   53,874 ⁽⁴⁾ 99,550,532
Jeffrey A. Wilke
Restricted stock units
                         53,874 ⁽⁵⁾ 99,550,532

Reflects shares of our common stock subject to: (a) a restricted stock unit award that vested as to 2,154 shares on February 15, 2022; (b) a restricted stock unit award vesting as follows, assuming continued employment: 3,000 shares on each of May 15, 2022, August 15, 2022, November 15, 2022, and February 15, 2023; (c) a restricted stock unit award vesting as follows, assuming continued employment: 1,005 shares on May 21, 2023; and 1,006 shares on each of August 21, 2023, November 21, 2023, and February 21, 2024; (d) a restricted stock unit award that vested as to 1,250 shares on February 21, 2022; and vesting as follows, assuming continued employment: 1,250 shares on each of May 21, 2023, August 21, 2023, November 21, 2023, and February 21, 2024; (e) a restricted stock unit award vesting as follows, assuming continued employment: 1,598 shares on each of May 21, 2024, August 21, 2024, November 21, 2024, and February 21, 2025; and 1,234 shares on each of May 21, 2025, August 21, 2025, November 21, 2025, and February 21, 2026; and (f) a restricted stock unit award vesting as follows, assuming continued employment: 500 shares on each of May 21, 2023, August 21, 2023, November 21, 2023, and February 21, 2024; 1,000 shares on each of May 21, 2024, August 21, 2024, November 21, 2024, and February 21, 2025; 1,250 shares on each of May 21, 2025, August 21, 2025, November 21, 2025, and February 21, 2026; and 2,500 shares on each of May 21, 2026, August 21, 2026, November 21, 2026, February 21, 2027, May 21, 2027, August 21, 2027, November 21, 2027, February 21, 2028, May 21, 2028, August 21, 2028, November 21, 2028, February 21, 2029, May 21, 2029, August 21, 2029, November 21, 2029, February 21, 2030, May 21, 2030, August 21, 2030, November 21, 2030, and February 21, 2031.

(3)

Reflects shares of our common stock subject to: (a) a restricted stock unit award that vested as to 1,060 shares on February 15, 2022; (b) a restricted stock unit award vesting as follows, assuming continued employment: 688 shares on each of May 21, 2022 and August 21, 2022; 689 shares on each of November 21, 2022 and February 21, 2023; 530 shares on May 21, 2023; and 531 shares on each of August 21, 2023, November 21, 2023, and February 21, 2024; and (c) a restricted stock unit award vesting as follows, assuming continued employment: 148 shares on each of May 21, 2022, August 21, 2022, and November 21, 2022; 149 shares on February 21, 2023; 197 shares on each of May 21, 2023, August 21, 2023, November 21, 2023, and February 21, 2024; 568 shares on each of May 21, 2024, August 21, 2024, and November 21, 2024; 569 shares on February 21, 2025; 438 shares on each of May 21, 2025, August 21, 2025, and November 21, 2025; and 439 shares on February 21, 2026. The number and value of shares that would have vested in the event of death as of December 31, 2021 is 6,590 shares and $21,973,301.

(4)

Reflects shares of our common stock subject to: (a) a restricted stock unit award that vested as to 1,426 shares on February 15, 2022; (b) a restricted stock unit award vesting as follows, assuming continued employment: 1,040 shares on May 21, 2022; 1,041 shares on each of August 21, 2022, November 21, 2022, and February 21, 2023; 802 shares on May 21, 2023; and 803 shares on each of August 21, 2023, November 21, 2023, and February 21, 2024; (c) a restricted stock unit award that vested as to 190 shares on February 21, 2022; and vesting as follows, assuming continued employment: 364 shares on each of May 21, 2022, August 21, 2022, November 21, 2022, and February 21, 2023; 419 shares on each of May 21, 2023, August 21, 2023, November 21, 2023, and February 21, 2024; 955 shares on each of May 21, 2024, August 21, 2024, November 21, 2024, and February 21, 2025; and 737 shares on each of May 21, 2025, August 21, 2025, November 21, 2025, and February 21, 2026; (d) a restricted stock unit award vesting as follows, assuming continued employment: 500 shares on each of May 21, 2023, August 21, 2023, November 21, 2023, February 21, 2024, May 21, 2026, August 21, 2026, November 21, 2026, and February 21, 2027; and (e) a restricted stock unit award vesting as follows, assuming continued employment: 4,000 shares on each of May 21, 2022, May 21, 2023, May 21, 2024, and May 21, 2025. The number and value of shares that would have vested in the event of death as of December 31, 2021 is 20,400 shares and $68,020,536.

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TABLE OF CONTENTS

⁽¹⁾

~~Reflects the closing market price of our common stock on December 31, 2019, $1,847.84, multiplied by the number of restricted stock units that were not vested as of December 31, 2019.~~

⁽²⁾

Reflects shares of our common stock subject to: (a) a restricted stock unit award that vested as to 1,480 shares on February 15, 2020; and vesting as follows, assuming continued employment: 1,137 shares on May 15, 2020; and 1,138 shares on each of August 15, 2020, November 15, 2020, and February 15, 2021; (b) a restricted stock unit award that vested as to 285 shares on February 15, 2020; and vesting as follows, assuming continued employment: 239 shares on each of May 15, 2020, August 15, 2020, November 15, 2020, and February 15, 2021; and 1,060 shares on each of May 15, 2021, August 15, 2021, November 15, 2021, and February 15, 2022; and (c) a restricted stock unit award vesting as follows, assuming continued employment: 688 shares on each of May 21, 2022 and August 21, 2022; 689 shares on each of November 21, 2022 and February 21, 2023; 530 shares on May 21, 2023; and 531 shares on each of August 21, 2023, November 21, 2023, and February 21, 2024.

⁽³⁾

On July 31, 2019, the Board’s Leadership Development and Compensation Committee approved a leave of absence for Mr. Blackburn, Senior Vice President, Business Development, for one year, which began in March 2020. In connection with Mr. Blackburn’s leave of absence, the Board’s Leadership Development and Compensation Committee approved suspending forfeiture of Mr. Blackburn’s restricted stock unit awards under the 1997 Plan for the duration of his leave of absence, with vesting dates to be extended for a period corresponding to the term of his leave of absence. Prior to that modification, the vesting terms of Mr. Blackburn’s restricted stock units that were scheduled to vest following the date his leave of absence commenced were as follows: (a) 2,791 shares on each of May 15, 2020, August 15, 2020, and November 15, 2020; 2,792 shares on February 15, 2021; 2,153 shares on each of May 15, 2021, August 15, 2021, and November 15, 2021; and 2,154 shares on February 15, 2022; and (b) 1,039 shares on each of May 21, 2022, August 21, 2022, and November 21, 2022; 1,040 shares on February 21, 2023; 801 shares on each of May 21, 2023 and August 21, 2023; and 802 shares on each of November 21, 2023 and February 21, 2024. Also reflects shares of our common stock subject to restricted stock unit awards that vested as to 3,573 shares on February 15, 2020, prior to the date of Mr. Blackburn’s leave of absence.

⁽⁴⁾

Reflects shares of our common stock subject to: (a) a restricted stock unit award that vested as to 2,434 shares on February 15, 2020; (b) a restricted stock unit award that vested as to 1,139 shares on February 15, 2020; and vesting as follows, assuming continued employment: 2,791 shares on each of May 15, 2020, August 15, 2020, and November 15, 2020; 2,792 shares on February 15, 2021; 2,153 shares on each of May 15, 2021, August 15, 2021, and November 15, 2021; and 2,154 shares on February 15, 2022; (c) a restricted stock unit award that vested as to 4,500 shares on February 15, 2020; and vesting as follows, assuming continued employment: 3,000 shares on each of May 15, 2022, August 15, 2022, November 15, 2022, and February 15, 2023; (d) a restricted stock unit award vesting as follows, assuming continued employment: 1,005 shares on May 21, 2023; and 1,006 shares on each of August 21, 2023, November 21, 2023, and February 21, 2024; and (e) a restricted stock unit award vesting as follows, assuming continued employment: 1,250 shares on each of May 21, 2021, August 21, 2021, November 21, 2021, February 21, 2022, May 21, 2023, August 21, 2023, November 21, 2023, and February 21, 2024.

⁽⁵⁾

Reflects shares of our common stock subject to: (a) a restricted stock unit award that vested as to 2,709 shares on February 15, 2020; (b) a restricted stock unit award that vested as to 864 shares on February 15, 2020; and vesting as follows, assuming continued employment: 2,791 shares on each of May 15, 2020, August 15, 2020, and November 15, 2020; 2,792 shares on February 15, 2021; 2,153 shares on each of May 15, 2021, August 15, 2021, and November 15, 2021; and 2,154 shares on February 15, 2022; (c) a restricted stock unit award that vested as to 4,500 shares on February 15, 2020; and vesting as follows, assuming continued employment: 3,000 shares on each of May 15, 2022, August 15, 2022, November 15, 2022, and February 15, 2023; (d) a restricted stock unit award vesting as follows, assuming continued employment: 1,005 shares on May 21, 2023; and 1,006 shares on each of August 21, 2023, November 21, 2023, and February 21, 2024; and (e) a restricted stock unit award vesting as follows, assuming continued employment: 1,250 shares on each of May 21, 2021, August 21, 2021, November 21, 2021, February 21, 2022, May 21, 2023, August 21, 2023, November 21, 2023, and February 21, 2024.



62

EXECUTIVE COMPENSATION

(5)

Reflects shares of our common stock subject to a restricted stock unit award that vested as to 1,696 shares on February 15, 2022; and vesting as follows, assuming continued employment: 1,474 shares on each of May 15, 2022, August 15, 2022, and November 15, 2022; 1,475 shares on February 15, 2023; 1,281 shares on May 15, 2023; 1,282 shares on each of August 15, 2023, November 15, 2023, and February 15, 2024; 1,002 shares on each of May 15, 2024, August 15, 2024, and November 15, 2024; 1,003 shares on February 15, 2025; 773 shares on May 15, 2025; and 774 shares on each of August 15, 2025, November 15, 2025, and February 15, 2026. The number and value of shares that would have vested in the event of death as of December 31, 2021 is 11,438 shares and $38,138,181.

(6)

Stock Vested in ~~2019~~

2021

The following table sets forth information concerning stock awards that vested during the last fiscal year with respect to the named executive officers.

Stock Awards
Name



Number of
Shares Acquired
on Vesting


Value Realized
on Vesting⁽¹⁾

Jeffrey P. Bezos
   —    $               —
Brian T. Olsavsky
   7,323    12,768,028
Jeffrey M. Blackburn
   14,826    25,850,313
Andrew R. Jassy
   28,326    50,090,638
Jeffrey A. Wilke
   28,327    50,092,341

⁽¹⁾	Amount is the number of shares of stock acquired upon vesting multiplied by the closing market price of our common stock on the vesting date (or the preceding trading day if the vesting date was not a trading day).

	Stock Awards
Name	Number of Shares Acquired on Vesting		Value Realized on Vesting(1)
Andrew R. Jassy		13,001		$	43,415,537
Jeffrey P. Bezos		—			—
Brian T. Olsavsky		4,557			15,179,710
David H. Clark		6,696			22,321,567
Adam N. Selipsky		5,085			17,176,486
David A. Zapolsky		4,557			15,179,710

(1)

Amount is the number of shares of stock acquired upon vesting multiplied by the closing market price of our common stock on the vesting date (or the preceding trading day if the vesting date was not a trading day).

Potential Payments Upon Termination of Employment orChange-in-Control

Termination andChange-in-Control Agreements or Arrangements

We do not have any contracts, agreements, or arrangements with any of our named executive officers providing for additional benefits or payments in connection with a termination of employment, change in job responsibility, orchange-in-control. Upon termination of employment for any reason other than death, all unvested restricted stock units expire.

Restricted stock units held by any employee other than the CEO vest upon death to the extent they otherwise were scheduled to vest within two years. The number of shares and dollar value of the unvested stock-based awards held by named executive officers other than the CEO that would have vested based on the closing price of our common stock of $3,334.34 on December 31, 2021 is set forth in notes (3) through (6) of the “Outstanding Equity Awards at 2021 Fiscal Year-End” table.

2022 Proxy Statement 101

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EXECUTIVE COMPENSATION

Change-in-Control Provisions of 1997 Plan

In the event of (i) the merger or consolidation in which we are not the surviving corporation pursuant to which shares of common stock are converted into cash, securities, or other property (other than a merger in which holders of common stock immediately before the merger have the same proportionate ownership of the capital stock of the surviving corporation immediately after the merger), (ii) the sale, lease, exchange, or other transfer of all or substantially all of our assets (other than a transfer to a majority-owned subsidiary), or (iii) the approval by the holders of common stock of any plan or proposal for our liquidation or dissolution (each a “Corporate Transaction”), the Leadership Development and Compensation Committee will determine whether provision will be made in connection with the Corporate Transaction for the assumption of stock-based awards under the 1997 Plan or the substitution of appropriate new awards covering the stock of the successor corporation or an affiliate of the successor corporation. If the Leadership Development and Compensation Committee determines that no such assumption or substitution will be made, vesting of outstanding awards under the 1997 Plan will automatically accelerate so that such awards become 100% vested immediately before the Corporate Transaction. On a hypothetical basis, assuming the Leadership Development and Compensation Committee had made such a determination in a Corporate Transaction that closed on December 31, ~~2019,~~2021, the dollar value of the unvested stock-based awards held by named executive officers that would have vested based on the closing price of our common stock of ~~$1,847.84~~$3,334.34 on December 31, ~~2019~~2021 is set forth in the “Outstanding Equity Awards at ~~2019~~2021 Fiscal Year-End” table.

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~~Year-End”~~ ~~table.~~



		~~2020 Proxy Statement~~		63

SECURITIES AUTHORIZED FOR
ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth information concerning our equity compensation plans as of December 31, ~~2019:~~

Plan Category


Number of Securities
to be Issued Upon
Exercise of Outstanding
Options, Warrants,
and Rights

Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans

Equity compensation plans approved by shareholders
   14,335,364 ⁽¹⁾ 89,297,199 ⁽²⁾
Equity compensation plans not approved by shareholders
   — 18,812,972
Total
                   14,335,364 ⁽³⁾ 108,110,171

2021:

Plan Category

Number of Securities
to be Issued Upon
Exercise of Outstanding
Options, Warrants,
and Rights

Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans

Equity compensation plans approved by shareholders

13,995,559⁽¹⁾

Includes 14,335,364 shares issuable pursuant to restricted stock unit awards, which awards may be granted only under our shareholder-approved 1997 Plan. There is no exercise price associated with a restricted stock unit award. Accordingly, we have

78,441,753(2)

Equity compensation plans not ~~included a column in the table reporting the weighted-average exercise price of outstanding awards.~~

approved by shareholders

—

18,812,972

Total

13,995,559(3)

97,254,725

⁽²⁾	~~The 1997 Plan authorizes the issuance of options and restricted stock unit awards.~~

⁽³⁾	~~Excludes 21,261 shares of common stock issuable upon exercise of stock options having a weighted-average exercise price of $44.54 under equity plans assumed by Amazon as a result of acquisitions.~~

(1)

Includes 13,995,559 shares issuable pursuant to restricted stock unit awards, which awards may be granted only under our shareholder-approved 1997 Plan. There is no exercise price associated with a restricted stock unit award. Accordingly, we have not included a column in the table reporting the weighted-average exercise price of outstanding awards.

(2)

The 1997 Plan authorizes the issuance of options and restricted stock unit awards.

(3)

Excludes 4,271 shares of common stock issuable upon exercise of stock options having a weighted-average exercise price of $138.41 under equity plans assumed by Amazon as a result of acquisitions.

Equity Compensation Plans Not Approved by Security Holders

The Board adopted the 1999 Nonofficer Employee Stock Option Plan (the “1999 Plan”) to enable the grant of nonqualified stock options to employees, consultants, agents, advisors, and independent contractors of Amazon and its subsidiaries who are not officers or directors of Amazon. Restricted stock units, our primary form of stock-based compensation since 2002, are not granted from the 1999 Plan. The 1999 Plan, which does not have a fixed expiration date, has not been approved by our shareholders. The Leadership Development and Compensation Committee is the administrator of the 1999 Plan, and as such determines all matters relating to options granted under the 1999 Plan, including the selection of the recipients, the size of the grants, and the conditions to vesting and exercisability. The Leadership Development and Compensation Committee has delegated authority to make grants under the 1999 Plan to another committee of the Board and to certain officers, subject to specified limitations on the size and terms of such grants. A maximum of 40 million shares of common stock were reserved for issuance under the 1999 Plan.

2022 Proxy Statement 103

TABLE OF CONTENTS

ANNUAL MEETING INFORMATION

General

The enclosed proxy is solicited by the Board of Directors of Amazon for the Annual Meeting of Shareholders to be held at 9:00 a.m., Pacific Time, on Wednesday, May 25, 2022, and any adjournment or postponement thereof. We will conduct a virtual online Annual Meeting this year, so our shareholders can participate from any geographic location with Internet connectivity. We believe this enhances accessibility to our Annual Meeting for all of our shareholders and reduces the carbon footprint of our activities. Shareholders may participate in the Annual Meeting at www.virtualshareholdermeeting.com/AMZN2022 and may submit questions during or in advance of the Annual Meeting. Our principal offices are located at 410 Terry Avenue North, Seattle, Washington 98109. This Proxy Statement is first being made available to our shareholders on or about April 14, 2022.

Outstanding Securities and Quorum

Only holders of record of our common stock, par value $0.01 per share, at the close of business on March 31, 2022, the record date, will be entitled to notice of, and to vote at, the Annual Meeting. On that date, we had 508,540,235 shares of common stock outstanding and entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each other item to be voted on at the Annual Meeting. A majority of the outstanding shares of common stock entitled to vote, present or represented by proxy, constitutes a quorum for the transaction of business at the Annual Meeting. Abstentions and broker nonvotes will be included in determining the presence of a quorum for the Annual Meeting.

Internet Availability of Proxy Materials

We are furnishing proxy materials to some of our shareholders via the Internet by mailing a Notice of Internet Availability of Proxy Materials, instead of mailing or e-mailing copies of those materials. The Notice of Internet Availability of Proxy Materials directs shareholders to a website where they can access our proxy materials, including our proxy statement and our annual report, and view instructions on how to vote via the Internet, mobile device, or by telephone. If you received a Notice of Internet Availability of Proxy Materials and would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you have previously elected to receive our proxy materials via e-mail, you will continue to receive access to those materials electronically unless you elect otherwise. We encourage you to register to receive all future shareholder communications electronically, instead of in print. This means that access to the annual report, proxy statement, and other correspondence will be delivered to you via e-mail.

Proxy Voting

Shares that are properly voted via the Internet, mobile device, or by telephone or for which proxy cards are properly executed and returned will be voted at the Annual Meeting in accordance with the directions given or, in the absence of directions, will be voted in accordance with the Board’s recommendations as follows: “FOR” the election of each of the nominees to the Board named herein; “FOR” the ratification of the appointment of our independent auditors; “FOR” approval, on an advisory basis, of our executive compensation as described in this Proxy Statement; “FOR” approval of a 20-for-1 stock split and a proportionate increase in authorized shares; and “AGAINST” each of the shareholder proposals presented at the Annual Meeting. It is not expected that any additional matters will be brought before the Annual Meeting, except as discussed below under “Other Matters.” If any other matters are properly brought before the Annual Meeting, the persons named as proxies in the proxy card or their substitutes will vote in their discretion on such matters as they determine appropriate.

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ANNUAL MEETING INFORMATION

We encourage you to cast your vote by one of the following methods:


	VOTE BY INTERNET Shares Held of Record: http://www.proxyvote.com	VOTE BY QR CODE Shares Held of Record: See Proxy Card	VOTE BY TELEPHONE Shares Held of Record: 800-690-6903
64	Shares Held in Street Name: See Notice of Internet Availability or Voting Instruction Form	Shares Held in Street Name: See Notice of Internet Availability or Voting Instruction Form	Shares Held in Street Name: See Voting Instruction Form

~~PAY RATIO DISCLOSURE~~

The ~~2019~~manner in which your shares may be voted depends on how your shares are held. If you own shares of record, meaning that your shares are represented by certificates or book entries in your name so that you appear as a shareholder on the records of Computershare, our stock transfer agent, you may vote by proxy, meaning you authorize individuals named in the proxy card to vote your shares. You may provide this authorization by voting via the Internet, mobile device, by telephone, or (if you have received paper copies of our proxy materials) by returning a proxy card. You also may participate in and vote during the Annual Meeting. If you own common stock of record and you do not vote by proxy or at the Annual Meeting, your shares will not be voted.

If you own shares in street name, meaning that your shares are held by a bank, brokerage firm, or other nominee, you may instruct that institution on how to vote your shares. You may provide these instructions by voting via the Internet, mobile device, by telephone, or (if you have received paper copies of proxy materials through your bank, brokerage firm, or other nominee) by returning a voting instruction form received from that institution. You also may participate in and vote during the Annual Meeting. If you own common stock in street name and do not either provide voting instructions or vote during the Annual Meeting, the institution that holds your shares is permitted but not required to vote your shares on your behalf with respect to the ratification of the appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2022, and the approval of a 20-for-1 stock split and a proportionate increase in authorized shares, but cannot vote your shares on any other matters being considered at the meeting.

Other Matters

As of the date of this Proxy Statement there are no other matters that we intend to present at the Annual Meeting. However, we have been notified that a shareholder intends to present a non-binding proposal at the Annual Meeting requesting that the Company end the use of productivity expectations and workplace monitoring. If this proposal is properly presented at the Annual Meeting, the persons named as proxies in the accompanying form of proxy or their substitutes intend to exercise their discretionary authority under Rule 14a-4(c) under the Securities Exchange Act of 1934 to vote against the proposal.

If any other matters are properly brought before the Annual Meeting, the accompanying proxy grants the persons named as proxies or their substitutes discretion to vote on such matters as they determine appropriate.

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ANNUAL MEETING INFORMATION

Voting Standard

Item(s)	Voting Standard to Approve	Treatment of Abstentions	Treatment of Broker Non-Votes(1)
Item 1—Election of Directors	The number of votes cast for such nominee’s election must exceed the votes cast against such nominee’s election(2)	No effect on the outcome	No effect on the outcome
Item 2—Ratification of the Appointment of Ernst & Young LLP as Independent Auditors	Affirmative vote of a majority of the outstanding shares of common stock present or represented by proxy and entitled to vote on the matter	Counted as present and entitled to vote but not counted as affirmative vote in support	No effect on the outcome
Item 3—Advisory Vote to Approve Executive Compensation			No effect on the outcome
Item 4—Approval of a 20-for-1 Stock Split and A Proportionate Increase in Authorized Shares	Affirmative vote of a majority of the outstanding shares of common stock entitled to vote on the matter	Counted as outstanding and entitled to vote but not counted as affirmative vote in support	Counted as outstanding and entitled to vote but not counted as affirmative vote in support
Items 5-19—Shareholder Proposals and Other Matters Properly Presented at the Annual Meeting	Affirmative vote of a majority of the outstanding shares of common stock present or represented by proxy and entitled to vote on the matter	Counted as present and entitled to vote but not counted as affirmative vote in support	No effect on the outcome

(1)

Broker nonvotes occur when a person holding shares in street name, such as through a brokerage firm, does not provide instructions as to how to vote those shares and the broker does not then vote those shares on the shareholder’s behalf.

(2)

If the votes cast for any nominee do not exceed the votes cast against the nominee, the Board will consider whether to accept or reject such director’s resignation, which is tendered to the Board pursuant to the Board of Directors Guidelines on Significant Corporate Governance Issues.

Revocation

Participating in the Annual Meeting

Virtual Meeting

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Participation

You are entitled to participate in the Annual Meeting if you were a shareholder as of the close of business on March 31, 2022, the record date, or hold a valid proxy for the meeting. To participate in the Annual Meeting, including to vote and to view the list of registered shareholders as of the record date during the meeting, shareholders of record must access the meeting website at www.virtualshareholdermeeting.com/AMZN2022 and enter the 16-digit control number found on the Notice of Internet Availability of Proxy Materials or on the proxy card provided to you with this Proxy Statement, or that is set forth within the body of the email sent to you with the link to this Proxy Statement. If your shares are held in street name and your Notice of Internet Availability of Proxy Materials or voting instruction form indicates that you may vote those shares through the www.proxyvote.com website, then you may access, participate in, and vote at the Annual Meeting with the 16-digit control number indicated on that Notice of Internet Availability of Proxy Materials or voting instruction form. Otherwise, shareholders who hold their shares in street name should contact their bank, broker, or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in, or vote at the Annual Meeting.

Regardless of whether you plan to participate in the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Accordingly, we encourage you to vote in advance of the Annual Meeting.

Shareholders are able to submit questions for the Annual Meeting’s question and answer session during the meeting through www.virtualshareholdermeeting.com/AMZN2022. Shareholders who have been provided or obtained a 16-digit control number may submit a question in advance of the meeting at www.proxyvote.com after logging in with that control number. Each shareholder will be limited to one question. We will post answers to shareholder questions received regarding our Company on our investor relations website at www.amazon.com/ir as soon as is practical after the meeting. We also will post a replay of the Annual Meeting on our investor relations website, which will be available following the meeting. Additional information regarding the rules and procedures for participating in the Annual Meeting (including any adjournment thereof) will be set forth in our meeting rules of conduct, which shareholders can view during the meeting at the meeting website or during the ten days prior to the meeting at www.proxyvote.com.

We encourage you to access the Annual Meeting before it begins. Online check-in will be available at www.virtualshareholdermeeting.com/AMZN2022 approximately 15 minutes before the meeting starts on May 25, 2022. If you have difficulty accessing the meeting, please call 844-976-0738 (toll free) or 303-562-9301 (international). We will have technicians available to assist you.

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OTHER INFORMATION

Pay Ratio Disclosure

The 2021 annual total compensation of our median compensated employee ~~globally other than~~(identified from all full- and part-time permanent and temporary employees worldwide, excluding our CEO) was $32,855; Mr. ~~Bezos was $28,848; Mr. Bezos’ 2019~~Jassy’s 2021 annual total compensation as reported under SEC rules was ~~$1,681,840,~~$212,701,169—nearly all of which is a restricted stock unit award granted in connection with his promotion to President and ~~the~~CEO, which vests over 10 years and has a fair market value at grant of $211,933,520—resulting in a ratio of those amounts is~~1-to-58.~~of 1-to-6,474.

For ~~2019,~~2021, the median annual total compensation for all U.S. full-time Amazon employees was ~~$36,640,~~$39,677, up from ~~$35,096~~$37,930 as reported for ~~2018,~~2020, reflecting ~~the effects~~an average starting wage of ~~a full calendar year of our $15~~more than $18 per hour ~~minimum wage~~as well as special bonuses and incentives paid to our teams in January 2021 in recognition of their role serving communities during the ~~U.S. that went into effect on November 1, 2018. We~~COVID-19 pandemic. In addition to competitive compensation, we provide numerous benefits to our employees, including comprehensive medical benefits, ~~from day one,~~a 401(k) ~~matching contributions, generous~~plan with a Company match, and up to 20 weeks of parental leave ~~for both parents~~ (birth parents are eligible for up to 20 weeks of leave and partners up to ~~6), and~~six). We also provide access to Amazon’s Career Choice a program, ~~under~~in which we ~~pay up to 95%~~fund full college tuition as well as high school diplomas, GEDs, and English as a Second Language proficiency certifications for our front-line employees, part of ~~tuition and fees (up to a yearly maximum) towards a certificate or diploma~~an expected investment of $1.2 billion in ~~qualified fields of study.~~free skills training by 2025. For purposes of identifying the median compensated employee, we took into account salary, bonus, and grant date fair value of ~~RSUs~~restricted stock units granted during the year for all our employees as of October 1, ~~2019. We used October 1 to determine our employee population instead of December 31 because we believe it provides a more accurate representation of our employee population.~~2021. We also annualized compensation for employees who did not work the entire year, except for employees designated as seasonal or temporary.

~~CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS~~

Certain Relationships and Related Person Transactions

Justin Burks, an employee of Amazon, is theson-in-law of Thomas O. Ryder, who served as a ~~director.~~director through December 2021. In ~~2019,~~2021, Mr. Burks earned $160,000 in salary. He was also granted a restricted stock unit award with respect to ~~198~~114 shares, vesting over 3.9 years. His compensation is consistent with the total compensation provided to other employees of the same level with similar responsibilities.

Jeff Bezos, our ~~President, CEO,~~founder and ~~Chairman,~~Executive Chair, owns Blue Origin, an aerospace manufacturer and spaceflight services company, and entities that publish The Washington Post, and we do business in the ordinary course with each company. In ~~2019,~~2021, Amazon sold approximately ~~$4.2~~$5.3 million of consumer goods to Blue Origin under a line of ~~credit, and~~credit. Amazon paid Blue Origin ~~paid Amazon~~$650,000 in data and content license fees, and incurred approximately ~~$130,000 to lease property.~~$669,000 for content production, marketing, and related costs. In ~~2019,~~2021, Amazon purchased ~~or obtained~~ approximately ~~$1.7~~$1.3 million of advertising from, and paid approximately ~~$6.5~~$8.5 million related to digital content to, the Washington Post entities, all on terms negotiated on an arms-length basis.

In addition, in 2022, Amazon announced agreements with Blue Origin and a third party pursuant to which it expects to pay approximately $7.4 billion for satellite launch and related services through 2028, of which approximately $2.7 billion is expected to be paid to Blue Origin. The actual amounts paid to Blue Origin and the third party may be higher or lower based on various factors.

The Audit Committee reviews and, as appropriate, approves and ratifies “related person” transactions, defined as any transaction, arrangement, or relationship (including any indebtedness or guarantee of indebtedness), or any series of similar transactions, arrangements, or relationships, in which (a) the aggregate amount involved will or may be expected to exceed $120,000, (b) Amazon is a participant, and (c) any Related Person has or will have a direct or indirect material interest (other than solely as a result of being a director or trustee (or any similar position) or a less than 10 percent beneficial owner of another entity). A “Related Person” is any (a) person who is an executive officer, director, or nominee for election as a director of Amazon, (b) greater than 5 percent beneficial owner of our outstanding common stock, or (c) Immediate Family Member of any of the foregoing. An “Immediate Family Member” is any child, stepchild, parent, stepparent, spouse, sibling,

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OTHER INFORMATION

mother-in-law,father-in-law,son-in-law,daughter-in-law,brother-in-law, orsister-in-law, and any person (other than a tenant or employee) sharing the household of a person. We do not have written policies or procedures for related person transactions but rely on the Audit Committee’s exercise of business judgment, consistent with Delaware law, in reviewing such transactions.



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~~OTHER INFORMATION~~

~~Delinquent Section 16(a) Reports~~

To our knowledge, based solely on a review of such reports that have been filed with the SEC and written representations that no other reports were required, we believe that during the year ended December 31, 2019, our officers, directors, and~~greater-than-10%~~ shareholders timely filed all reports required by Section 16(a) of the Securities Exchange Act of 1934, except that the initial share ownership of Mrs. Nooyi and two subsequent transactions were not timely reported.

Expenses of Solicitation

The accompanying proxy is solicited by and on behalf of the Board of Directors, and the cost of such solicitation will be borne by Amazon. Georgeson Inc. may solicit proxies by personal interview, mail, telephone, and electronic communications. We will pay Georgeson Inc. ~~$21,500~~$29,000 plus variable amounts for additional proxy solicitation services. We will also supply proxy materials to brokers and other nominees to solicit proxies from beneficial owners, and we will reimburse them for their expenses in forwarding solicitation materials. Solicitations also may be made by personal interview, mail, telephone, and electronic communications by directors, officers, and other Amazon employees without additional compensation.

~~Other Matters~~

As of the date of this Proxy Statement there are no other matters that we intend to present, or have reason to believe others will present, at the Annual Meeting. If, however, other matters properly come before the Annual Meeting, the accompanying proxy authorizes the persons named as proxies or their substitutes to vote on such matters as they determine appropriate.

Proposals of Shareholders

Proposals for Inclusion in our Proxy Statement

To be considered for inclusion in the proxy statement and proxy card for the ~~2021~~2023 Annual Meeting, proposals of shareholders pursuant to Rule14a-8 under the Securities Exchange Act of 1934 and shareholder director nominations pursuant to the proxy access provisions of the Bylaws must be submitted in writing to the Corporate Secretary of Amazon. com, Inc., at the address of our principal offices (see ~~“General” on~~ page 1 of this Proxy Statement), and must be received no later than 6:00 p.m., Pacific Time, on Thursday, December ~~17, 2020~~15, 2022 and, in the case of a proxy access nomination, no earlier than Tuesday, November ~~17, 2020.~~15, 2022. The submission of a shareholder proposal or proxy access nomination does not guarantee that it will be included in our proxy statement.

Other Proposals

Our Bylaws include separate advance notice provisions applicable to shareholders desiring to bring nominations for directors before an annual shareholders meeting other than pursuant to the Bylaws’ proxy access provisions or to bring proposals before an annual shareholders meeting other than pursuant to Rule14a-8. These advance notice provisions require that, among other things, shareholders give timely written notice to the Secretary of Amazon.com, Inc. regarding such nominations or proposals and provide the information and satisfy the other requirements set forth in the Bylaws.

To be timely, a shareholder who intends to present nominations or a proposal at the ~~2021~~2023 Annual Meeting of Shareholders other than pursuant to the Bylaws’ proxy access provisions or Rule14a-8 must provide the information set forth in the Bylaws to the Secretary of Amazon.com, Inc. no earlier than January ~~27, 2021~~25, 2023 and no later than February ~~26, 2021.~~24, 2023. However, if we hold the ~~2021~~2023 Annual Meeting of Shareholders more than 30 days before, or more than 60 days after, the anniversary of the ~~2020~~2022 Annual Meeting date, then the information must be received no earlier than the 120th day prior to the ~~2021~~2023 Annual Meeting date, and not later than (i) the 90th day prior to the ~~2021~~2023 Annual Meeting date or (ii) the tenth day after public disclosure of the ~~2021~~2023 Annual Meeting date, whichever is later. If a shareholder fails to meet these deadlines and fails to satisfy the requirements of Rule14a-4 under the Securities Exchange Act of 1934, we may exercise discretionary voting authority under proxies we solicit to vote on any such proposal as we determine appropriate.



66

In addition to satisfying the deadlines in the advance notice provisions of our bylaws, a shareholder who intends to solicit proxies in support of nominees submitted under these advance notice provisions must provide the notice required under Rule 14a-19 to the Secretary of Amazon.com, Inc. no later than March 26, 2023.

~~OTHER INFORMATION~~

We reserve the right to reject, rule out of order, or take other appropriate action with respect to any nomination or proposal that does not comply with these and other applicable requirements.

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OTHER INFORMATION

Householding; Availability of Annual Report on Form10-K and Proxy Statement

Householding

A copy of our combined Annual Report to Shareholders and Annual Report on Form10-K for the year ended December 31, ~~2019~~2021 (the ~~“2019~~“2021 Annual Report”) accompanies this Proxy Statement. If you and others who share your mailing address own common stock in street name, meaning through a bank, brokerage firm, or other nominee, you may have received a notice that your household will receive only one annual report and proxy statement, or Notice of Internet Availability of Proxy Materials, as applicable, from each company whose stock is held in such accounts. This practice, known as “householding,” is designed to reduce the volume of duplicate information and reduce printing and postage costs. Unless you responded that you did not want to participate in householding, you were deemed to have consented to it, and a single copy of this Proxy Statement and the ~~2019~~2021 Annual Report (and/or a single copy of our Notice of Internet Availability of Proxy Materials) has been sent to your address. Each street name shareholder receiving this Proxy Statement by mail will continue to receive a separate voting instruction form.

If you would like to revoke your consent to householding and in the future receive your own set of proxy materials (or your own Notice of Internet Availability of Proxy Materials, as applicable), or if your household is currently receiving multiple copies of the same items and you would like in the future to receive only a single copy at your address, please contact Householding Department by mail at 51 Mercedes Way, Edgewood, New York 11717, or by calling1-866-540-7095, and indicate your name, the name of each of your brokerage firms or banks where your shares are held, and your account numbers. The revocation of a consent to householding will be effective 30 days following its receipt. You will also have an opportunity to opt in or opt out of householding by contacting your bank or broker.

Availability of Annual Report on Form 10-K and Proxy Statement

If you would like an additional copy of the ~~2019~~2021 Annual Report, this Proxy Statement, or the Notice of Internet Availability of Proxy Materials, these documents are available in digital form for download or review by visiting “Annual Reports, Proxies and Shareholder Letters” atwww.amazon.com/ir. Alternatively, we will promptly send a copy of these documents to you without charge upon request by mail to Investor Relations, Amazon.com, Inc., P.O. Box 81226, Seattle, Washington 98108-1226, or by calling1-800-426-6825. Please note, however, that if you did not receive a printed copy of our proxy materials and you wish to receive a paper proxy card or voting instruction form or other proxy materials for the purposes of the Annual Meeting, you should follow the instructions included in your Notice of Internet Availability of Proxy Materials.

If you own shares in street name, you can also register to receive all future shareholder communications electronically, instead of in print. This means that links to the annual report, proxy statement, and other correspondence will be delivered to you viae-mail. Holders in street name can register for electronic delivery athttp://www.icsdelivery.com/amzn. Electronic delivery of shareholder communications helps save Amazon money by reducing printing and postage costs.



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AMAZON.COM, ~~INC. C/~~INC.C/O PROXY ~~SERVICES P.O.~~SERVICESP.O. BOX ~~9142 FARMINGDALE,~~9142FARMINGDALE, NY ~~11735~~11735TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:AMAZON.COM, INC. SCAN TO VIEW MATERIALS & ~~VOTE w VOTE~~VOTEVOTE BY ~~INTERNET Before~~INTERNETBefore The Meeting - Go to www.proxyvote.com or scan the QR Barcode ~~above Use~~aboveUse the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m., Eastern Time, on May ~~26, 2020.~~24, 2022. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction ~~form. During~~form.During The Meeting - Go to www.virtualshareholdermeeting.com/~~AMZN2020 You~~AMZN2022You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the ~~instructions. VOTE~~instructions.VOTE BY PHONE - ~~1-800-690-6903 Use~~1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern Time, on May ~~26, 2020.~~24, 2022. Have your proxy card in hand when you call and then follow the ~~instructions. VOTE~~instructions.VOTE BY ~~MAIL Mark,~~MAILMark, sign, and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY ~~11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E98891-PXXXXX KEEP THIS PORTION FOR YOUR RECORDS~~11717.D67188-P66185 THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. ~~DETACH AND RETURN THIS PORTION ONLY AMAZON.COM, INC.~~ Company Proposals — The Board of Directors recommends a vote FOR all the nominees listed in Proposal 1 and FOR Proposals 2, ~~through 4. 1. ELECTION~~3, and 4.1.ELECTION OF DIRECTORS ~~For Against Abstain Nominees~~Nominees: 1a. Jeffrey P. Bezos 1b. ~~Rosalind G. Brewer~~Andrew R. Jassy 1c. Keith B. Alexander 1d. Edith W. Cooper 1e. Jamie S. Gorelick ~~1d.~~1f. Daniel P. Huttenlocher ~~1e.~~1g. Judith A. McGrath ~~1f.~~1h. Indra K. Nooyi ~~1g.~~1i. Jonathan J. Rubinstein ~~1h. Thomas O. Ryder 1i.~~1j. Patricia Q. Stonesifer ~~1j.~~1k. Wendell P. Weeks ~~2. RATIFICATION~~2.RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS ~~3. ADVISORY~~3.ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION ~~4. APPROVAL~~4.APPROVAL OF AN AMENDMENT TO THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION TO ~~LOWER~~EFFECT A 20-FOR-1 SPLIT OF THE COMPANY’S COMMON STOCK ~~OWNERSHIP THRESHOLD FOR SHAREHOLDERS TO REQUEST~~AND A ~~SPECIAL MEETING Signature [PLEASE SIGN WITHIN BOX] Date Shareholder~~PROPORTIONATE INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK ForAgainstAbstainShareholder Proposals — The Board of Directors recommends a ~~vote For Against Abstain AGAINST~~voteAGAINST Proposals 5 through ~~16. 5. SHAREHOLDER~~19.!!!5.SHAREHOLDER PROPOSAL REQUESTING A REPORT ONRETIREMENT PLAN OPTIONS!!!6.SHAREHOLDER PROPOSAL REQUESTING A REPORT ON ~~EFFECTS OF FOOD WASTE 6. SHAREHOLDER~~CUSTOMERDUE DILIGENCE!!!7.SHAREHOLDER PROPOSAL REQUESTING AN ALTERNATIVEDIRECTOR CANDIDATE POLICY!!!8.SHAREHOLDER PROPOSAL REQUESTING A REPORT ONPACKAGING MATERIALS!!!9.SHAREHOLDER PROPOSAL REQUESTING A REPORT ON ~~CUSTOMER~~WORKERHEALTH AND SAFETY DIFFERENCES!!!10.SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTINGON RISKS ASSOCIATED WITH THE USE OF CERTAIN ~~TECHNOLOGIES 7. SHAREHOLDER~~CONTRACT!!!CLAUSES11.SHAREHOLDER PROPOSAL REQUESTING A REPORT ONCHARITABLE CONTRIBUTIONS!!!12.SHAREHOLDER PROPOSAL REQUESTING ALTERNATIVE TAXREPORTING!!!13.SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTINGON FREEDOM OF ASSOCIATION!!!14.SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTINGON LOBBYING!!!15.SHAREHOLDER PROPOSAL REQUESTING A POLICY REQUIRINGMORE DIRECTOR CANDIDATES THAN BOARD SEATS!!!16.SHAREHOLDER PROPOSAL REQUESTING A REPORT ONWAREHOUSE WORKING CONDITIONS!!!17.SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTINGON GENDER/RACIAL PAY!!!18.SHAREHOLDER PROPOSAL REQUESTING A DIVERSITY AND EQUITYAUDIT19.SHAREHOLDER PROPOSAL REQUESTING A REPORT ON ~~POTENTIAL CUSTOMER MISUSE~~CUSTOMERUSE OF CERTAIN TECHNOLOGIES 8. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON EFFORTS TO RESTRICT CERTAIN PRODUCTS 9. SHAREHOLDER PROPOSAL REQUESTING A MANDATORY INDEPENDENT BOARD CHAIR POLICY 10. SHAREHOLDER PROPOSAL REQUESTING AN ALTERNATIVE REPORT ON GENDER/RACIAL PAY 11. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON CERTAIN COMMUNITY IMPACTS 12. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON VIEWPOINT DISCRIMINATION 13. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON PROMOTION DATA 14. SHAREHOLDER PROPOSAL REQUESTING AN ADDITIONAL REDUCTION IN THRESHOLD FOR CALLING SPECIAL SHAREHOLDER MEETINGS 15. SHAREHOLDER PROPOSAL REQUESTING A SPECIFIC SUPPLY CHAIN REPORT FORMAT 16. SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTING ON LOBBYING NOTE:TECHNOLOGIESNOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof. ForAgainst Abstain! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! ! Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Annual Report are available at ~~www.proxyvote.com. E98892-PXXXXX Annual~~www.proxyvote.com.D67189-P66185Annual Meeting of ~~Shareholders—~~Shareholders –– May ~~27, 2020 THIS~~25, 2022THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ~~COMPANY The~~COMPANYThe undersigned shareholder of Amazon.com, Inc., a Delaware corporation (the ~~“Company”~~"Company"), hereby appoints ~~Jeffrey P. Bezos,~~Andrew R. Jassy, Brian T. Olsavsky, and David A. Zapolsky, or any one of them, with full power of substitution in each, as proxies to cast all votes that the undersigned is entitled to cast at the Annual Meeting of Shareholders (the ~~“Annual Meeting”~~"Annual Meeting") of the Company to be held at 9:00 a.m., Pacific Time, on May ~~27, 2020~~25, 2022 at www.virtualshareholdermeeting.com/~~AMZN2020,~~AMZN2022, or any adjournment or postponement thereof, with authority to vote upon the proposals identified on the reverse side of this Proxy Card and in their discretion upon such other matters as may be properly presented at the ~~meeting. THIS~~meeting.THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER AND IN ACCORDANCE WITH THE DIRECTION OF THE PROXIES AS TO ANY OTHER MATTERS THAT ARE PROPERLY PRESENTED. IF DIRECTION IS NOT GIVEN, THIS PROXY WILL BE VOTED AS THE BOARD OF DIRECTORS RECOMMENDS. ~~(Continued~~(Continued and to be marked, signed, and dated on the other side)

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AMAZON.COM, ~~INC. C/~~INC.C/O PROXY ~~SERVICES P.O.~~SERVICESP.O. BOX ~~9142 FARMINGDALE,~~9142FARMINGDALE, NY ~~11735~~11735TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:AMAZON.COM, INC. SCAN TO VIEW MATERIALS & ~~VOTE w VOTE~~VOTEVOTE BY ~~INTERNET Before~~INTERNETBefore The Meeting - Go to www.proxyvote.com or scan the QR Barcode ~~above Use~~aboveUse the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m., Eastern Time, on May ~~21, 2020.~~22, 2022. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/AMZN2020 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTEform.VOTE BY PHONE - ~~1-800-690-6903 Use~~1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern Time, on May ~~21, 2020.~~22, 2022. Have your proxy card in hand when you call and then follow the ~~instructions. VOTE~~instructions.VOTE BY ~~MAIL Mark,~~MAILMark, sign, and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY ~~11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E98893-PXXXXX KEEP THIS PORTION FOR YOUR RECORDS~~11717.You may attend the meeting via the Internet. Go to www.virtualshareholdermeeting.com/AMZN2022.D67190-Z81777 THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. ~~DETACH AND RETURN THIS PORTION ONLY AMAZON.COM, INC.~~ Company Proposals — The Board of Directors recommends a vote FOR all the nominees listed in Proposal 1 and FOR Proposals 2, ~~through 4. 1. ELECTION~~3, and 4.1.ELECTION OF DIRECTORS ~~Nominees For Against Abstain~~Nominees: 1a. Jeffrey P. Bezos 1b. ~~Rosalind G. Brewer~~Andrew R. Jassy 1c. Keith B. Alexander 1d. Edith W. Cooper 1e. Jamie S. Gorelick ~~1d.~~1f. Daniel P. Huttenlocher ~~1e.~~1g. Judith A. McGrath ~~1f.~~1h. Indra K. Nooyi ~~1g.~~1i. Jonathan J. Rubinstein ~~1h. Thomas O. Ryder 1i.~~1j. Patricia Q. Stonesifer ~~1j.~~1k. Wendell P. Weeks ~~2. INDEPENDENT RATIFICATION~~2.RATIFICATION OF ~~AUDITORS~~ THE APPOINTMENT OF ERNST & YOUNG LLP AS ~~3. ADVISORY~~INDEPENDENT AUDITORS 3.ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION ~~4. INCORPORATION APPROVAL~~4.APPROVAL OF AN AMENDMENT TO ~~LOWER~~THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A 20-FOR-1 SPLIT OF THE COMPANY’S COMMON STOCK ~~TO RESTATED OWNERSHIP CERTIFICATE THRESHOLD~~AND A PROPORTIONATE INCREASE IN THE NUMBER OF ~~FOR SHAREHOLDERS TO REQUEST A SPECIAL MEETING Signature [PLEASE SIGN WITHIN BOX] Date Shareholder~~AUTHORIZED SHARES OF COMMON STOCK ForAgainstAbstainShareholder Proposals — The Board of Directors recommends a ~~vote AGAINST~~voteAGAINST Proposals 5 through ~~16. For Against Abstain 5. SHAREHOLDER~~19.!!!5.SHAREHOLDER PROPOSAL REQUESTING A REPORT ONRETIREMENT PLAN OPTIONS!!!6.SHAREHOLDER PROPOSAL REQUESTING A REPORT ON ~~EFFECTS OF FOOD WASTE 6. SHAREHOLDER~~CUSTOMERDUE DILIGENCE!!!7.SHAREHOLDER PROPOSAL REQUESTING AN ALTERNATIVEDIRECTOR CANDIDATE POLICY!!!8.SHAREHOLDER PROPOSAL REQUESTING A REPORT ONPACKAGING MATERIALS!!!9.SHAREHOLDER PROPOSAL REQUESTING A REPORT ON ~~CUSTOMER~~WORKERHEALTH AND SAFETY DIFFERENCES!!!10.SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTINGON RISKS ASSOCIATED WITH THE USE OF CERTAIN ~~TECHNOLOGIES 7. SHAREHOLDER~~CONTRACT!!!CLAUSES11.SHAREHOLDER PROPOSAL REQUESTING A REPORT ONCHARITABLE CONTRIBUTIONS!!!12.SHAREHOLDER PROPOSAL REQUESTING ALTERNATIVE TAXREPORTING!!!13.SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTINGON FREEDOM OF ASSOCIATION!!!14.SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTINGON LOBBYING!!!15.SHAREHOLDER PROPOSAL REQUESTING A POLICY REQUIRINGMORE DIRECTOR CANDIDATES THAN BOARD SEATS!!!16.SHAREHOLDER PROPOSAL REQUESTING A REPORT ONWAREHOUSE WORKING CONDITIONS!!!17.SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTINGON GENDER/RACIAL PAY!!!18.SHAREHOLDER PROPOSAL REQUESTING A DIVERSITY AND EQUITYAUDIT19.SHAREHOLDER PROPOSAL REQUESTING A REPORT ON ~~POTENTIAL CUSTOMER MISUSE~~CUSTOMERUSE OF CERTAIN TECHNOLOGIES 8. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON EFFORTS TO RESTRICT CERTAIN PRODUCTS 9. SHAREHOLDER PROPOSAL REQUESTING A MANDATORY INDEPENDENT BOARD CHAIR POLICY 10. SHAREHOLDER PROPOSAL REQUESTING AN ALTERNATIVE REPORT ON GENDER/RACIAL PAY 11. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON CERTAIN COMMUNITY IMPACTS 12. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON VIEWPOINT DISCRIMINATION 13. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON PROMOTION DATA 14. SHAREHOLDER PROPOSAL REQUESTING AN ADDITIONAL REDUCTION IN THRESHOLD FOR CALLING SPECIAL SHAREHOLDER MEETINGS 15. SHAREHOLDER PROPOSAL REQUESTING A SPECIFIC SUPPLY CHAIN REPORT FORMAT 16. SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTING ON LOBBYING NOTE:TECHNOLOGIESNOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof. ForAgainst Abstain! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! ! Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date

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April ~~16, 2020~~

~~Re:~~

~~Important Notice Regarding the Availability of Proxy Materials for the~~

~~Amazon.com, Inc. Shareholder Meeting to be Held on May 27, 2020~~

14, 2022

Re:

Important Notice Regarding the Availability of Proxy Materials for the
Amazon.com, Inc. Shareholder Meeting to be Held on May 25, 2022

Dear 401(k) Plan Participant:

Enclosed are the ~~2019~~2021 Annual Report for Amazon.com, Inc. (the “Company”) and a Proxy Statement and proxy card for the Company’s ~~2020~~2022 Annual Meeting of Shareholders. You can view the Annual Report and Proxy Statement on the Internet athttp://www.proxyvote.com.

The Amazon 401(k) Plan allows each plan participant to direct the voting of the shares of common stock of the Company that are allocated to the participant’s 401(k) plan account. By following the instructions for Internet, mobile device, or telephone voting on the enclosed proxy card, or by marking, signing, and mailing the proxy card in the envelope provided, you may instruct Fidelity Management Trust Company, the trustee of the Amazon 401(k) Plan, how to vote the shares of the common stock of the Company allocated to your 401(k) plan account on the matters presented at the Company’s ~~2020~~2022 Annual Meeting. The trustee will vote as you have directed. All shares for which voting instructions are not timely received will be voted by the trustee on each matter in the same proportion as the shares for which the trustee received timely voting instructions, except in the case where to do so would be inconsistent with applicable law. Your vote will be kept confidential except to the extent set forth in the trust agreement or as necessary to comply with applicable law.

Votes will be tabulated by Broadridge Financial Solutions, Inc. To be timely, your voting instructions must be received by Broadridge no later than 11:59 p.m., Eastern Time, on May ~~21, 2020.~~

22, 2022.

VOTING VIA THE INTERNET, MOBILE DEVICE, OR BY TELEPHONE IS FAST AND

CONVENIENT, AND YOUR VOTE IS IMMEDIATELY CONFIRMED AND TABULATED.

USING THE INTERNET, MOBILE DEVICE, OR TELEPHONE HELPS SAVE YOUR

COMPANY MONEY BY REDUCING POSTAGE AND PROXY TABULATION COSTS.

	Why We Recommend You Vote Against This Proposal
	• Amazon’s technology products and services can be used to solve complex problems that benefit society. Since being introduced in 2016, non-profit, advocacy, and government groups have used Amazon Rekognition’s facial recognition capabilities to protect human rights, including tracking and stopping child exploitation and rescuing victims of human trafficking, as well as locating hundreds of missing children. Similarly, Ring strives to fulfill its mission to make neighborhoods safer, including by inventing home security products that solve real customer problems and by assisting community members in sharing important safety information and connecting with each other. • Amazon is committed to the responsible use of our artificial intelligence and machine learning (AI/ML) products and services. We have been consistent and proactive in our efforts to address concerns and mitigate the risk of misuse through policy and advocacy efforts, customer contractual requirements and training, consultation with third party experts, and other policies and practices. We have implemented a moratorium on police use of Amazon Rekognition’s facial comparison feature for criminal investigations. We believe this moratorium will give governments time to implement appropriate rules, and we stand ready to help with any such initiatives. As part of a commitment to improving its products and services by listening to feedback from community stakeholders and independent experts, Ring has conducted a civil rights and civil liberties audit with the Policing Project at New York University School of Law. • While we have been updating our technology and enhancing safeguards, this proposal has recited the same years-old claims and mischaracterizations, even though in the more than five years AWS has been offering Amazon Rekognition AWS has never received a report of Amazon Rekognition being misused in the manner posited in this proposal. Contrary to the proponent’s mischaracterization, it is not a surveillance system.

	Why We Recommend You Vote Against This Proposal
	• We are committed to protecting the planet and recognize the importance of reducing plastic waste. • In contrast to consumer-packaged goods companies, Amazon’s greatest impact comes from helping other manufacturers reduce their use of plastic in packaging and reducing our own use of plastic for products repackaged for delivery. In this regard, we have taken action to reduce reliance on the use of plastics in a number of areas, including products manufactured by other companies, packaging for shipment and delivery, our Amazon and other private label devices, and our physical stores. • For example, as of June 2021, through our Frustration-Free Packaging program, we have reduced the weight of outbound packaging by over 36% and eliminated more than one million tons of packaging material since 2015—the equivalent of 2 billion shipping boxes. We are working to increase the recycled content used in our packaging, which in 2021 increased from 25% to 50% for our plastic film bags, and from 15% to over 40% for our plastic padded bags. These improvements are expected to eliminate more than 25,000 metric tons of new plastic each year. We expect to replace the use of mixed (paper/plastic) mailers with a recyclable paper padded mailer by the end of 2022. We have also reduced our use of material like plastic film and single-use plastic. • We are engaged in efforts to support the development of recycling infrastructure across our industry and other broader recycling initiatives.

	Why We Recommend You Vote Against This Proposal
	• Our current director nomination process is robust and requires our Nominating and Corporate Governance Committee to consider all aspects of each candidate’s qualifications and skills in the context of the needs of Amazon at the time. That process has helped successfully recruit a diverse and qualified Board. • Our governance practices are strong and provide our shareholders with effective input regarding our director nomination and election process. • The proposal’s unorthodox approach could result in a politicized election process and an ineffective board.

	Why We Recommend You Vote Against This Proposal
	• Amazon currently provides extensive information on compensation by gender and by race/ethnicity. When evaluating 2021 compensation, including base compensation, cash bonuses, and stock, our reported data demonstrates that women globally and in the United States earned 99.8 cents and 99.9 cents, respectively, for every dollar that men earned performing the same jobs, and racial/ethnic minorities in the United States earned 99.2 cents for every dollar that white employees earned performing the same jobs. • We are strongly committed to promoting gender and racial diversity and inclusion in our workforce, including among our leadership ranks. • We have robust programs that are dedicated to increasing opportunities for underrepresented groups to enter the technology workforce, and we are investing in building the next generation of diverse technical leaders.

	Why We Recommend You Vote Against This Proposal
	• Amazon’s facial recognition technology can be used to solve complex problems that benefit society. Since being introduced in 2016, non-profit, advocacy, and government groups have used Amazon Rekognition’s facial recognition capabilities to protect human rights, including tracking and stopping child exploitation and rescuing victims of human trafficking, as well as locating hundreds of missing children. • Amazon is committed to the responsible use of our artificial intelligence and machine learning (AI/ML) products and services. We have been consistent and proactive in our efforts to address concerns and mitigate the risk of misuse through policy and advocacy efforts, customer contractual requirements and training, consultation with third party experts, and other policies and practices. We implemented a moratorium on police use of Amazon Rekognition’s facial comparison feature for criminal investigations in June 2020. We believe this moratorium will give governments time to implement appropriate rules, and we stand ready to help with any such initiatives. • While we have been updating our technology and enhancing safeguards, this proposal has recited the same years-old claims and mischaracterizations, even though in the more than five years AWS has been offering Amazon Rekognition, AWS has never received a report of Amazon Rekognition being misused in the manner posited in this proposal. Contrary to the proponent’s mischaracterization, it is not a surveillance system.

Name	Number of Shares or Units of Stock That Have Not Vested		Market Value of Shares or Units of Stock That Have Not Vested(1)
Andrew R. Jassy Restricted stock units		96,755(2)		$	322,614,067
Jeffrey P. Bezos		—			—
Brian T. Olsavsky Restricted stock units		11,344(3)			37,824,753
David H. Clark Restricted stock units		38,890(4)			129,672,483
Adam N. Selipsky Restricted stock units		19,824(5)			66,099,956
David A. Zapolsky Restricted stock units		11,344(6)			37,824,753