☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.14a-12 | ||
AMAZON.COM, INC.
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9:00 a.m., Pacific Time
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PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION
NOTICE OF 2020 ANNUAL MEETING
OF SHAREHOLDERS
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Items of Business: | | | Our Board of Directors
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• To elect the ten 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 | | |
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• To ratify the appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, | |
| | | FOR the ratification of the appointment | | |
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• To conduct an advisory vote to approve our executive compensation | |
| | | FOR approval, on an advisory basis | | |
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To consider and act upon the shareholder proposals described in the Proxy Statement, if properly presented at the Annual Meeting | | | | | each of the shareholder proposals | | |
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• To transact such other business as may properly come before the meeting or any adjournment or postponement thereof | | | | | | | |
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Secretary
15, 2021
20192020 Annual Report on Form10-K. 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.
26, 2021
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ANNUAL MEETING INFORMATION
receive our proxy materials viae-mail, you will continue to receive access to those materials electronically unless you elect otherwise.
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VOTE BY INTERNET
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For the amendment 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 votes on this matter but are counted as outstanding and entitled to vote.
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.
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ANNUAL MEETING INFORMATION
We encourage you to access the Annual Meeting before it begins. Onlinecheck-in will be available atwww.virtualshareholdermeeting.com/AMZN2020AMZN2021 approximately 15 minutes before the meeting starts on May 27, 2020.26, 2021. If you have difficulty accessing the meeting, please call 800-586-1548844-986-0822 (toll free) or 303-562-9288303-562-9302 (international). We will have technicians available to assist you.
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Each of the nominees is currently a director of Amazon.com, Inc. and has been elected to hold office until the Jeffrey P. BezosRosalind G. BrewerJamie S. GorelickDaniel P. HuttenlocherJudith A. McGrathIndra K. NooyiJonathan J. RubinsteinThomas O. RyderPatricia Q. StonesiferWendell P. Weeks20202021 Annual Meeting or until his or her successor has been elected and qualified. TheKeith B. Alexander was elected as a director by the Board of Directors on September 9, 2020, and the other nominees were most recently elected at the 20192020 Annual Meeting. Biographical and related information on each nominee is set forth below.Although Rosalind G. Brewer resigned from the Board of Directors effective February 16, 2021.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.
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| | | | Background Mr. Bezos has been Chairman of the Board since founding the Company in 1994 and Chief Executive Officer since May 1996. Mr. Bezos served as President from founding until June 1999 and again from October 2000 to the present. Mr. Bezos has announced his intention to transition to the role of Executive Chair in the third quarter of 2021. Qualifications and Skills Mr. Bezos’ individual qualifications and skills as a director include his customer-focused point of view, his willingness to encourage invention, his long-term perspective, and hison-going contributions as founder and CEO. |
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| Age: 57 | | ||||||||||||||||
| Director since: July 1994 | | | | Board committees: None | | | Other current public company boards: None | | |||||||||
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| General (Ret.) Keith B. Alexander Co-CEO, President, and Chair of IronNet | |||||
| | | Background
General (Ret.) Keith B. Alexander has been the
Gen. Alexander served as a director of 2018. Qualifications and Skills
Gen. Alexander’s individual qualifications and skills as a director include |
skills in his role at IronNet. | | |||||||||||||||||
| Age: 69 | | ||||||||||||||||
| Director since: September 2020 | | | | Board committees: Audit | | | Other current public company boards: None | | |||||||||
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| | | | 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. 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. |
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| Age: 70 | | | Director since: February 2012 | | | | Board committees: Nominating and Corporate Governance (Chair) | | | Other current public company boards: VeriSign, Inc. | | ||||||
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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. Qualifications and Skills Mr. Huttenlocher’s individual qualifications and skills as a director include his experience 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. |
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| Age: 62 | | | Director since: September 2016 | | | | Board committees: Leadership Development and Compensation | | | Other current public company boards: Corning Incorporated | | ||||||
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| | | | Background
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 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. 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. Ms. McGrath further honed her digital and entrepreneurial experience with global customers in her role at Astronauts |
Experience Necessary. | | |||||||||||||||||
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| Age: 68 | | | Director since: July 2014 | | | | Board committees: Leadership Development and Compensation (Chair) | | | Other current public company boards: None | | ||||||
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| | | | 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 Mrs. Nooyi 2015 to April 2020. 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. |
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| Age: 65 | | | Director since: February 2019 | | | | Board committees: Audit (Chair) | | | Other current public company boards: None | | ||||||
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| | | | 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 Mr. Rubinstein served as 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. |
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| Age: 64 | | | Director since: December 2010 | | | | Board committees: Nominating and Corporate Governance | | | Other current public company boards: None | | ||||||
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Reader’s Digest Association, Inc. | | | | Background Mr. Ryder was 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 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. |
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| Age: 76 | | | Director since: November 2002 | | | | Board committees: Leadership Development and Compensation | | | Other current public company boards: None | | ||||||
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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. 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, as well as her customer experience skills and skills relating to public policy and financial statement and accounting matters. |
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| Age: 64 | | | Director since: February 1997 | | | | Board committees: Nominating and Corporate Governance | | | Other current public company boards: None | | ||||||
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of | | | | Background Mr. Weeks has been the Chief Executive Officer of Corning Incorporated, a glass and materials science innovator, since April Mr. Weeks 2004 to May 2020. Qualifications and Skills Mr. Weeks’ individual qualifications and skills as a director include his leadership and operations experience as a senior executive at a large, multinational corporation, |
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| Age: 61 | | | Director since: February 2016 | | | | Board committees: Audit | | | Other current public company boards: Corning Incorporated | | ||||||
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Tenure on Board | | | Number of Director Nominees | | ||||
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More than 10 years | | | | | 3 | |||
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| 6-10 years | | | | | 3 | ||
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| 5 years or less | | | | | 4 | | |
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Environmental, Social, and Human Capital Initiatives
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 constantly invent across the Company.
We encourage you to learn more about our many sustainability, environmental, social, and human capital 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 2019sustainability report titled “All In: Staying the Course on Our Commitment to Sustainability” and website atsustainability.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.
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Name | Audit Committee | Leadership Development and Compensation Committee | Nominating and Corporate Governance Committee | |||
Jeffrey P. Bezos
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Rosalind G. Brewer
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Jamie S. Gorelick
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Daniel P. Huttenlocher
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Judith A. McGrath
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Indra K. Nooyi
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Jonathan J. Rubinstein
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Thomas O. Ryder
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Patricia Q. Stonesifer
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Wendell P. Weeks
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Total Meetings in 2019
| 6 | 3 | 5 |
| Name | | | Audit Committee | | | Leadership Development and Compensation Committee | | | Nominating and Corporate Governance Committee | |
| Jeffrey P. Bezos | | | | | | | | | | |
| Keith B. Alexander(1) | | | | | | | | | | |
| 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 2020 | | | 6 | | | 7 | | | 4 | |
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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 | |
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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 | |
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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. During the past year, the Nominating and Corporate Governance Committee met with management and reviewed matters that included the Board’s composition, diversity, and skills in the context of identifying and evaluating new director candidates to join the Board, the Board’s recruitment and self-evaluation processes, Board compensation, Board Committee membership and qualifications, consideration of the Company’s policies and initiatives regarding the environment and sustainability, corporate social responsibility, and corporate governance, and feedback from the Company’s shareholder engagement on the foregoing matters. | |
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16, 2021.
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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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| Keith B. Alexander(3) | | | | | 934,297 | | |
| Rosalind G. Brewer(4) | | | | | — | | |
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Jamie S. Gorelick(5) | | | | | 938,533 | | | |
| Daniel P. Huttenlocher(6) | | | | | — | | |
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Judith A. McGrath(7) | | | | | 934,297 | | | |
| Indra K. Nooyi(8) | | | | | — | | |
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Jonathan J. Rubinstein(6) | | | | — | | | ||
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Thomas O. Ryder(6) | | | | — | | | ||
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Patricia Q. Stonesifer(6) | | | | — | | | ||
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Wendell P. Weeks(4) | | | | — | | |
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aggregate audit-related fees billed and expected to be billed by E&Y for services rendered during the fiscal year ended December 31,2020.2021. 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.20212022 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.
auditors for the fiscal year ending December 31, 2020. 20192020 were $22,486,000.$26,608,000. The aggregate audit fees we were billed by E&Y for the fiscal year ended December 31, 20182019 were $20,676,000.$22,486,000.18AUDITORS 2019
$2,966,000.
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Thomas O. Ryder
Wendell P. Weeks
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EXECUTIVE COMPENSATION20202021 Annual Meeting, our next advisory vote on executive compensation will occur at our 20212022 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.
compensation as described in this proxy statement.Proxy Statement. 2020 Proxy Statement21
CONTENTSITEM 4—APPROVALTABLE OF AMENDMENT TORESTATED CERTIFICATE OF INCORPORATION TOLOWER STOCK OWNERSHIP THRESHOLD FORSHAREHOLDERS TO REQUEST A SPECIAL MEETINGWe are asking shareholders to approve an amendment to our 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 sentence of Article 12 as follows:“A special meeting of the shareholders shall be held if the holders of not less thanthirtytwenty-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 interests 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 number 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 the Restated Certificate of Incorporation. The Board has approved a corresponding amendment to Section 2.2.2 of our Bylaws, contingent upon shareholder approval and implementation of the Proposed Certificate Amendment, to change the 30% threshold to 25%. The Board has not approved any other changes to the special meeting provisions in the Bylaws at this time. Complete copies of the current Restated Certificate of Incorporation and Bylaws are available on the Corporate Governance section of our website atwww.amazon.com/ir.The Proposed Certificate Amendment is binding. If 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. If the Proposed Certificate Amendment is not approved by the requisite vote, then neither the Proposed Certificate Amendment nor the Bylaw amendment will become effective.The Board of Directors recommends a vote“FOR” approval of the amendment to our Restated Certificate ofIncorporation to lower the stock ownership threshold for shareholders to request a special meeting.22shareholders.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.54 through 14 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.Certainwith ourco-founder Global Optimism. The Climate Pledge is a commitment to be net zeronet-zero carbon across our business by 2040, a decade ahead of the Paris Agreement’s goal of 2050. We alsoare proud that more than 50 companies have joined The Climate Pledge. As part of this commitment, we publish our carbon footprint and calculation methodology and announced in 2020 that we have joined the Science Based Target Initiative.commitmentpath to powerpowering our global infrastructureoperations with 100% renewable energy by 2030 and 80%2025—five years ahead of our original target of 2030. We also published details about how we calculate our renewable energy use.2024. As part2030. Shipment Zero means that the various parts of our commitmentfulfillment operations to achieving these goals,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.fully-electricnew electric delivery vehicles from RivianU.S. electric vehicle manufacturer Rivian. We plan to have 10,000 of these vehicles on the road as early as 2022 and all 100,000 vehicles on the road by 2030.investmentfund to remove or avoid carbon emissions by restoring and conserving forests, wetlands, and grasslands around the world.climate solutionsworld.
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 constantly invent across the Company.
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SHAREHOLDER PROPOSALS
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Resolved: Shareholders request that Amazon.com, Inc. issue an annual report, at reasonable cost and omitting proprietary information, on the environmental and social impacts of food waste generated from the company’s operations given the significant impact that food waste has on societal risk from climate change and hunger.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 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 – more than twice the number of undernourished people in the world.Industry peers such as Hello Fresh, Kroger, Walmart, Wegmans, Ahold USA, and Weis Markets disclose or have committed 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 heavily 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 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 its social and environmental goals, combat climate change and hunger, and bolster its brand reputation in a rapidly changing market.End of Shareholder Proposal and Statement of SupportRECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 5The 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.24
SHAREHOLDER PROPOSALS
Amazon is actively implementing a number of grocery inventory management approaches that address food waste by minimizing the amount of food going to landfills (mirroring the U.S. Environmental Protection Agency’s Food Recovery Hierarchy) and putting excess food to better use. For the past several years, our fulfillment centers have been helping our local communities by donating food and nonfood products to hundreds of food banks andnon-profits. Amazon has launched initiatives with Feeding America and Good360 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 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 localnon-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 aboutre-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, the Board recommends that shareholders vote against this proposal.
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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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SHAREHOLDER PROPOSALS
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 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 studythird-party report, at reasonable cost and omitting proprietary information, assessing Amazon’s process for customer due diligence, to determine whether customers’ use of Rekognitionits products or services with surveillance or computer vision capabilities or cloud products contributes to human rights violations.
The extentIn 2019, the UN Special Rapporteur on freedom of opinion and expression recommended “an immediate moratorium on the global sale and transfer of private surveillance technology until rigorous human rights safeguards are put in place.”1
The extent to which such technologies may be marketed and sold to authoritarian or repressive governments, including those identified by the United States Departmenttotal number 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 1st, 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 anypolice departments that are using facial recognition technologytechnology.”10 Jackson, Mississippi police used Ring footage for real-time surveillance without Amazon’s involvement.11
liberties concerns.
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RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM | | |
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Bias Mitigation.
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SHAREHOLDER PROPOSALS
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, 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:
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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 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 by design 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.6 AWS also recently announced the availability of new capabilities that help customers detect bias in ML models and increase transparency by helping explain model behavior to stakeholders and customers.7 We continue to invest heavily in this area and work closely with customers and other stakeholders on addressing these important issues.
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SHAREHOLDER PROPOSALS
policies and initiatives relating to corporate social responsibility, including human rights and ethical business practices, and related risks most relevantrelated to the Company’s operations and engagement with customers, suppliers, and communities.
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The Board of Directors recommends a vote “AGAINST” this proposal requesting a report on
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Beginning of Shareholder Proposal and Statement of Support:
On average, 250,000 hate crimes were perpetrated in America each year between 2004 and 2015 according to the Bureau of Justice Statistics, which defines hate crimes as “crimes that the victim perceived to be motivated by bias due to 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 associated 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 supremacist or other extremist content to additional extremist content. (https://bit.ly/332jgBy)
Facilitating the sale 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.
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 theHarvard Business Review, disengaged employees have 37% higher absenteeism, 49% more accidents, and 18% lower productivity. (https://bit.ly/37wmmRV)
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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 and discuss Amazon’s process for developing policies to address hate speech and offensive products, including the experts and stakeholders with whom Amazon consulted, and the enforcement mechanisms it has put in place, or intends to put in place, to ensure hate speech and offensive products are effectively addressed.
End of Shareholder Proposal and Statement of Support
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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.8 We recently reaffirmed this commitment in our Global Human Rights Principles and the statement of our positions.9 This commitment extends not only to our workforce,10 but to the customer experience as well. Our policies prohibit the sale of products that promote, incite, or glorify hatred, violence, racial, sexual, or religious intolerance or promote organizations with such views. It is also 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 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 to the law. If 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 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 athttps://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 a decision on products” and reserve the right to determine the appropriateness of listings on our website.
We have, and will continue to develop and implement, processes 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, 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.
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SHAREHOLDER PROPOSALS
For the foregoing reasons, the Board recommends that shareholders vote against this proposal.
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ii iii x and racialxi diversity.RESOLVED: Shareholders of Amazon.com Inc.Inc (“Amazon” or the “Company”) urge the Board of Directors (the “Board”) to adopt a policy to require that the Chair of the Board shall be an independent director who has not previously served as an executive officer of the Company.In our view, theThe Board’s oversight of management can be diminished when the Board Chair is not an independent director.CEO-Chairs”i and that “the percentage In 2019, 34 percent of S&P 500 companies withhad an independent Chair, has doubled,up from 15 percent of firms in 2008 to 31 percent of companies in 2018.”ithe previous year and 16 percent in 2009.ii 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 anAn independent Board Chair will strengthen the ability of the Board to provide objective feedback to the CEO and enhance management accountability.itssmall businesses,iv workers,iiiv and the communities in which it operates.iv Amazon’svi Amazon has also been criticized regarding workplace safety practices related to COVID-19vii and warehouse injuries.viii The Company’s surveillance technology has provoked concern from civil rights organizations,v while its management teamconcerns.ix The Company has attracted public scrutiny for its lack of female representation.vialso been criticized regarding gender 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, anAn 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.Independent Board Leadership Matters: Evidence from Governance Practices, ISS, November 9, 2018,available athttps://www.issgovernance.com/library/independent-board-leadership-matters/iihttps://www.glasslewis.com/wp-content/uploads/2016/03/2016-In-Depth-Report-INDEPENDENT-BOARD-CHAIRMAN.pdfiiihttps://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-yearsivhttps://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/vhttps://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.html30
SHAREHOLDER PROPOSALS
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RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM | | |
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While
In addition,COVID-19 pandemic has been a significant topic of discussion and oversight at the Board believes flexibility in board leadership structure is more suitable for us than a rigidLeadership Development and prescriptive approach. Instead, this proposal, if implemented, would requireCompensation Committee’s meetings since the Board to immediately remove Mr. Bezos from his position as Chair, rather than allowing the Board to, for example, assess the issue from time to time in the future. We do not believe that such an immediate transition would be in the best interests of Amazon or our shareholders. Our directors have a fiduciary duty to routinely evaluate and determine the most appropriate leadership structure for Amazon and its shareholders 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 Chaironset of the Board and CEO. The Board believes that Amazon and 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 Board has determined that at the present time shareholders and the Board are best served by having Mr. Bezos serve 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 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, and10-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%.pandemic. In addition, in November 2019regularly scheduled teleconference discussions, generally on a bi-weekly basis throughout 2020, the Drucker Institute recognizedfull Board was briefed on and reviewed the effectivenessCompany’s response to the COVID-19 pandemic, including the Company’s actions to address and mitigate the pandemic’s impact on employees, reflecting the fact that the COVID-19 pandemic was significant to so many aspects of our management team by naming Amazon America’s best-managed company in its Management Top 250 ranking, which assesses corporate performance onoperations that the following principles: customer satisfaction, employee engagement and development, innovation, social responsibility, and financial strength.11 We are at or nearupdates should be provided to the top of other customer experience and reputation surveys, including ranking in the top ten of the Harris Poll Reputationentire Board.
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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 2019.12
Further, in the last few years, the Company has taken a leadership position on many environmental and social issues, including raising our minimumemployees’ starting wage in the U.S.United States 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 Puget Sound headquarters openingwhich opened in 2020,12 establishing the $2 billion Housing Equity Fund to preserve and create over 20,000 affordable homes,13 making a $700 million commitment to upskill 100,000 employees in the U.S.United States in response to the changing American workforce,14 and funding computer science courses for more than 2,000 high5,000 schools and 100,000550,000 students through the Amazon Future EngineersEngineer program.15 In 2020, we committed $11.5 billion on COVID-19-related initiatives to help keep employees safe and to get items to customers, including paying over $2.5 billion in special bonuses and incentives for our teams globally. Amazon has been transparent about itsour most carefully considered and deeply held positions – positions—including the equitable treatment of Black people, LGBTQ+ rights, immigration reform, federal minimum wage, and more – more—and published them in 2019 to provide customers, investors, policymakers, employees, and others our views on important issues.16
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The Board of Directors recommends a vote “AGAINST” this proposal requesting a mandatory independent board chair policy. |
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Gender/Racial Whereas: The World Economic Forum estimates the gender pay gap costs the economy 1.2 trillion dollars annually. Pay inequity persists across race and gender. Black workers’ hourly median earnings have fallen 3.6 percent since 2000, representing 75.6 percent of white wages. The median income for women working full time in the United States is 80 percent that of men. This disparity can equal half a million dollars over a career. Intersecting race, the gap for African American women make 62 cents, Native women 60 cents, and Latina women is 60 percent and 55 percent.54 cents. At the current rate, women overall will not reach pay equity until 2059, African American women until 2130, and Latina women until 2224.12Seehttps://www.aboutamazon.com/our-company/select-awards-and-recognition.13Seehttps://blog.aboutamazon.com/community/building-a-home-with-heart.14Seehttps://www.aboutamazon.com/working-at-amazon/upskilling-2025.15Seehttps://press.aboutamazon.com/news-releases/news-release-details/amazons-future-engineer-program-now-funding-computer-science.16Seehttps://www.aboutamazon.com/our-company/our-positions.17See Independent Board Leadership Matters: Evidence from Governance Practices, ISS, November 9, 2018, available athttps://www.issgovernance.com/library/independent-board-leadership-matters/.32
SHAREHOLDER PROPOSALS
Research suggests diverse leadership leadsCitigroup estimates closing minority and gender wage gaps 20 years ago could have generated 12 trillion dollars in additional income and contributed 0.15 percent to United States GDP per year. PwC estimates closing the gender pay gap could boost Organization for Economic Cooperation and Development (OECD) countries’ economies by 2 trillion dollars annually.
Women account for 41.7 percent of our company’s workforce, but only 26.8 percent of leadership. Actively managing pay equity “isis associated with higher current female representation atimproved representation. Of note, 26.5 percent of Amazon employees are black, but black employees represent only 8.3 percent of leadership. Women account for 43 percent of Amazon’s workforce, but only 28 percent of managers.
the median pay of non-minorities and men, considered
Companies have begun reporting statistically adjusted equal pay numbers, assessing the pay ofnon-minorities, men and women, minorities andnon-minorities,performing similar jobs, but ignore unadjustedmedianroles—“equal pay gaps. for equal work.”
assess pay inequity. The United Kingdom mandates disclosure of median gender pay gaps.gaps and is considering mandating race and ethnicity reporting. Amazon reported noa one percent median gender base pay gap and a 3.44.1 percent bonus gap in thefor United Kingdom but hasnot published its global median pay gap.employees.
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.
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RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM | | |
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SHAREHOLDER PROPOSALS
20and, as our CEO 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 our strategies and policies related to human capital management, including specifically overseeing and monitoring our policies on diversity 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 individuals from underrepresented racial/ethnic groups in the pool from which it selects director candidates. Currently, of our independent directors, four are women, one is from an underrepresented racial/ethnic group, and all three Board committees are chaired by women.
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 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 six weeks of paid parental leave. Birth parents may take up to 14 weeks of fully paid disability leave (four weeks prior 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.
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As noted above, for 2019 compensation in the U.S., we report that women earned 99.3 cents for every dollar that men earned performing the same jobs, and minorities earned 99.1 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
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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 accordance 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 employees worldwide, we have increased the percentage of women and U.S. underrepresented racial/ethnic minorities across our tech andnon-tech corporate roles over the past three years.
Our commitment to diversity and inclusion is 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. We also have innovative benefit offerings, and host annual and ongoing learning experiences, including our annual AmazeCon and Conversations on Race and Ethnicity (CORE) conferences. 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 includesAmazon-specific training programs focused on personal and team development. 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. More information about Amazon’s diversity and inclusion efforts and employee demographics is publicly available athttp://www.amazon.com/diversity.
In addition, pursuant to its charter, the Leadership Development and Compensation Committee of the Board oversees the Company’s strategies and policies related to human capital management. Its responsibilities specifically include overseeing and monitoring the Company’s policies on diversity 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 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 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.
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SHAREHOLDER PROPOSALS
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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 justicebill(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 to the American Lung Association.
Communities where a large proportion 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
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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 impact 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
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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.21
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 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 available athttps://sustainability.aboutamazon.com/. The website provides information on our sustainability efforts, our community impact and work, and how we strive to support underrepresented and underprivileged communities. In addition to our efforts to reduce the environmental impact of our operations, we strive to have a positive impact on other aspects of the communities in which we operate by driving economic growth and supportingnon-profits and community organizations. Among other things, 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.22
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SHAREHOLDER PROPOSALS
In September 2019, we 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’s goal of 2050.23 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 progress that we are making towards reaching The Climate Pledge. To execute on the Climate Pledge, we will need 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 2024 and 100% by 2030. We have installed over 60 solar rooftops on fulfillment centers across the world, with 40 located in the United States, including 29 of the 34 communities listed in the shareholder proposal, 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 is 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 of $15 an hour to all of our full-time, part-time, temporary, and seasonal employees across the U.S.24 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 more than $1.5 million 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.25 We make similar contributions to support schools and organizations in other communities cited in the proposal, including in Arizona (Phoenix and Tolleson), Colorado (Aurora), Illinois (Waukegan and Joliet), Nevada (North Las Vegas), and Utah (Salt Lake City). 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 athttps://www.aboutamazon.com/job-creation-and-investmentand our blog’s community page athttps://blog.aboutamazon.com/community.
The Board believes that our existing initiatives, including those detailed above, demonstrate that we are already responsibly managing the environmental impact of our operations on the communities in which we operate, including communities of color, and recommends that shareholders vote against this proposal.
The Board of Directors recommends a vote “AGAINST” this proposal requesting
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Viewpoint Discrimination Risk ReportingWhereas,Shareholders of Amazon.com, Inc. (“Amazon”) invest in the company to receive maximum return on their ownership investment in Amazon, without the costs and risks associated with Amazon restricting specific social, political, or religious views.23Seehttps://blog.aboutamazon.com/sustainability/the-climate-pledge.24Seehttps://www.aboutamazon.com/our-company/our-positions.25Seehttps://blog.aboutamazon.com/job-creation-and-investment/the-amazon-effect-what-a-fulfillment-center-means-to-its-community.38
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 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 support in the United States.1 Amazon’s implementation of viewpoint-discriminatory policies in the Smile Program itself stems from a reliance on viewpoint-discriminatory, partisan, and discredited sources.2
We are also concerned that the Company’s failure to respect diverse social, political, and religious viewpoints in the Smile program is symptomatic 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, 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:
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End of Shareholder Proposal and Statement of Support
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SHAREHOLDER PROPOSALS
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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.26 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.”27 We serve diverse customer sets, operate in diverse communities, and rely on a diverse workforce. The policies and procedures we have in place for our employees, sellers, and customers are intended to foster diversity and inclusion and promote respect for all people. We maintain these policies to facilitate a welcoming environment for our global customers and selling partners while offering the widest selection of items on earth. We believe “[d]iversity and inclusion are good for business—and more fundamentally—simply right.”28
In addition to measures designed to combat discrimination, we have thorough risk management processes to protect against risks to the Company, including risks related to the application of our policies. As part of this process, the Nominating 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.
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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) 22 See https://www.aboutamazon.com/news/workplace/hiring-the-best-talent. 36 SHAREHOLDER PROPOSALS ○ (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) • |
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At Google, tens of thousands of workers walked off the job to protest the mishandling of sexual harassment. (https:
(https://www.nytimes.com/2018/11/01/technology/google-walkout-sexual-harassment.html)
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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.
A study of employees who left companies for reasons related to equity revealed significant costs A McKinsey study revealed a correlation between more diverse leadership and superior financial performance Experts have shown that women are leaving the tech industry because of lack of career advancement opportunities Other analysts have shown that race combines with gender to create even greater barriers to advancement for women of color Amazon’s overall workforce is Amazon’s managers are Amazon’s top
(https://www.smash.org/wp-content/uploads/2015/05/corporate-leavers-survey.pdf)
(https://www.mckinsey.com/business-functions/organization/our-insights/why-diversity-matters)
(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)
(https://medium.com/awaken-blog/intersectionality-101-why-were-focusing-on-women-doesn-t-work-for-diversity-inclusion-8f591d196789) (https:
(https://www.vox.com/2017/10/3/16401054/gender-race-executive-professional-roles-promotion-hiring-people-color-women)58%57.3% men and 42%42.7% women
(https://www.aboutamazon.com/working-at-amazon/diversity-and-inclusion/our-workforce-data)73%72.5% men and 27%27.5% women
(https://www.aboutamazon.com/working-at-amazon/diversity-and-inclusion/our-workforce-data)2226 executives – called theS-Team, and Jeff Bezos – are 86%84.6% men and 14%15.4% women
(https://www.geekwire.com/2019/amazon-expands-bezos-elite-s-team-adding-6-execs-emerging-branches-company/)www.cnn.com/2020/08/25/tech/amazon-first-black-executive-senior-leadership-team-bezos/index.html)
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.
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SHAREHOLDER PROPOSALS
RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM | | |
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We are also now offering 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.
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SHAREHOLDER PROPOSALS
underrepresented backgrounds. For example, we have deep partnerships with Historically Black Colleges and Universities, Hispanic Serving Institutions, women’s colleges, and tribal colleges. We also 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.
| The Board of Directors recommends a vote “AGAINST” this proposal requesting a report on promotion data. | |
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| ITEM 8—SHAREHOLDER PROPOSAL REQUESTING A REPORT ON PACKAGING MATERIALS | |
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| RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 8 | |
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| The Board of Directors recommends a vote “AGAINST” this proposal requesting a report on packaging materials. | |
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| ITEM 9—SHAREHOLDER PROPOSAL REQUESTING A DIVERSITY AND EQUITY AUDIT REPORT | |
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| RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 9 | |
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Our retention 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 developmentinvestment43 and our news blog’s community page.44
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,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 diversity and equity audit report. | |
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| ITEM 10—SHAREHOLDER PROPOSAL REQUESTING AN ALTERNATIVE DIRECTOR CANDIDATE POLICY | |
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| RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 10 | |
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| The Board of Directors recommends a vote “AGAINST” this proposal requesting an alternative director candidate policy. | |
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| ITEM 11—SHAREHOLDER PROPOSAL REQUESTING A REPORT ON COMPETITION STRATEGY AND RISK | |
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| RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 11 | |
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| The Board of Directors recommends a vote “AGAINST” this proposal requesting a report on |
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| ITEM | |
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(‘Amazon’ or ‘Company’(“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.Amazon allowsOur Company only shareholders with at least 30%25% of Company shares to call a special meeting, whereas Delaware law allowsprovisions allow shareholders holding 10% of company sharesoutstanding shareholder to call a special meeting.such meetings. 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 be15-months between annual meetings.64%67% of S&P 500 companies have adopted company bylaws, articles of incorporation, or charter provisions to allow shareholders to call a special meeting. More thanWell over half of all S&P 1500 companies also allow shareholders this right.In 2018,or to reduce the threshold to call such meetings won 50%+57.5% at Netflix, Lincoln National, OmnicomElectronic Arts, 70.2% at Sonoco Products, 52.3% at Verizon Communications, 97.3% at SPAR Group, Cummins, and Sprint Aerosystems Holdings, as well as 94%78.9% at Nuance Communications.
FleetCor Technologies.2020 Proxy Statement43
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 policyBlackRock includes the following:
[following in its proxy voting guidelines: “[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.meeting…”
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Following consultation with shareholders in connection with the vote on a similar proposal
Thecall special shareholder meetings. However, 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.interests rather than the long-term best interests of the Company and shareholders generally. For example, event-driven hedge funds could use special meetings to disrupt our business plans or to facilitate self-serving short-term financial strategies.strategies at the expense of the interests of our stakeholders, including our customers, employees, suppliers, and communities, as well as long-term shareholder value. 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.
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The Board of Directors recommends a vote “AGAINST” this proposal requesting an additional reduction in threshold for calling special shareholder meetings. |
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SHAREHOLDER PROPOSALS
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• WHEREAS: Full disclosure of Amazon.com’s (“Amazon”) lobbying activities and expenditures is needed to assess whether such lobbying fully serves shareholder best interest, and is consistent with Amazon’s stated policy goals.RESOLVED: Amazon shareholders Shareholders request the preparation of an annual report to disclose Amazon’s:discloses Amazon’s:govern lobbying (both direct and indirect) and grassroots lobbying communications.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. orcontributes. Both “direct and indirect lobbying” and “grassrootsbelongs. Reporting on both types of lobbying communications” includeshould disclose efforts at the local, state, and federal levels.From 2015-2018 Amazon spent $48.2$65.0 million on federal lobbying whichfor the four years 2015-2019. This does not include state lobbying where(where Amazon also lobbies butlobbies) where disclosure is uneven or entirely absent. For example, from 2012-2018 Amazon spent $1.38$1.7 million lobbying in California.
Lack of disclosure can present serious reputational risk when its lobbying contradicts Amazon’s public positions. For example, Amazon joined theWe Are Still In campaign – launched after President Trump dropped out ofCoC undermined the Paris climate agreement – butThe New York Times reports2 thataccord.5 Groups are calling on CoC members, like Amazon, donated $15,000 to theCompetitive Enterprise Institute, which disputes climate change science. Amazon cofoundedThe Climate Pledge, announcing a commitment to meet the Paris Agreement 10 years early,3 yet is a member of theU.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 effortsCoC’s position on climate.6
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SHAREHOLDER PROPOSALS
RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM | | |
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The proposal requests an annual report disclosing our policies and procedures governing direct and indirect lobbying and grassroots lobbying communications.political engagement activity. 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.30 As noted in our policy, our political expenditures are approved by our Vice President of Public Policy reviewed by ourreviews and approves each campaign contribution made with Company funds or resources to, or in support of, any candidate, political campaign, political party, political committee, or public official in any country, or to any other organization for campaign-related purposes, to ensure that it is lawful and consistent with the Company’s business objectives and public policy priorities. Our Senior Vice President for Global Corporate Affairs, and Senior Vice President and General Counsel, and reported on to our Audit Committee. As such,Committee annually review the proposal’s request forU.S. Political Engagement Policy and Statement, related procedures, and a report describingon all of our campaign contributions and lobbying expenses, including donations made to other organizations such as trade associations or 501(c)(4) social welfare organizations that may engage in indirect lobbying on behalf of the decision-making processes and oversight for these payments is also addressed by our current disclosures.Company.
For eachbe net-zero carbon across our businesses by 2040, 10 years ahead of the past three years,Paris Agreement. We work in collaboration with leading organizations including We Are Still In, We Mean Business, Ceres, C2ES, Race to Zero, and TED Countdown to accelerate private sector efforts and support public sector action to meet the Paris Agreement goals. In addition, as part of our reportingsustainability efforts, we advocate in support of public policy that advances access to and the expansion of clean energy.53 We engage actively with our trade associations to ensure they understand and represent our positions on political expenditures has earned us a place inclimate change. Amazon regularly reviews the top quintile of theCPA-Zicklin Index of Corporate Accountability and Disclosure, which ranks companies’ policies and practices on political disclosure and accountability.31 Notably, in previous years, the proponent of this proposal relied on theCPA-Zicklin Indexas the gold standardclimate change positions taken by which companies’ political disclosure and accountability policies and practices should be measured. While theCPA-Zicklin Index is intendedour trade associations to cover political contributions and not lobbying, many of the same criteria analyzed by theCPA-Zicklin Index,under which we score highly, would also broadly apply todetermine whether our lobbying expenditures.memberships remain appropriate.
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.
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The Board of Directors recommends a vote “AGAINST” this proposal requesting additional reporting on lobbying. |
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| ITEM 14—SHAREHOLDER PROPOSAL REQUESTING A REPORT ON CUSTOMER USE OF CERTAIN TECHNOLOGIES | |
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| RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 14 | |
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| The Board of Directors recommends a vote “AGAINST” this proposal requesting a report on customer use of certain technologies. | | |
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Name and Address of Beneficial Owner
| Amount and
| Percent of
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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% |
| | | Amount and Nature of Beneficial Ownership | | | Percent of Class | |
| Jeffrey P. Bezos 410 Terry Avenue North, Seattle, WA 98109 | | | | | 70,616,270(1) |
|
| | | | 14.0 |
| |
| The Vanguard Group, 100 Vanguard Blvd, Malvern, PA 19355 |
| | | | 32,435,650 |
| | | | | 6.4% | | |
| BlackRock, Inc. 55 East 52nd Street, New York, NY 10055 |
| | | | 27,570,149 |
|
| | | | 5.5 |
| |
| Keith B. Alexander | | | | | 0 | | | | | |
| | |
| Jamie S. Gorelick | | | | | 6,612 | | | | | | * | | |
| Daniel P. Huttenlocher | | | | | 950 | | | | | | * | | |
| Judith A. McGrath | | | | | 1,984 | | | | | | * | | |
| Indra K. Nooyi | | | | | 851 | | | | | | * | | |
| Jonathan J. Rubinstein | | | | | 6,758 | | | | | | * | | |
| Thomas O. Ryder | | | | | 9,491 | | | | | | * | | |
| Patricia Q. Stonesifer | | | | | 1,967 | | | | | | * | | |
| Wendell P. Weeks | | | | | 1,745 | | | | | | * | | |
| Brian T. Olsavsky | | | | | 1,771 | | | | | | * | | |
| David H. Clark | | | | | 2,021 | | | | | | * | | |
| Andrew R. Jassy | | | | | 86,475 | | | | | | * | | |
| David A. Zapolsky | | | | | 3,667 | | | | | | * | | |
| All directors and executive officers | | | | | 70,746,684(4) | | | | | | 14.0% | | |
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EXECUTIVE COMPENSATION
Compensation Philosophy – Applied
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EXECUTIVE COMPENSATION
a grant. Due to Mr. Bezos’ substantial stock ownership, he believes he is appropriately incentivized and his interests are appropriately aligned with shareholders’ interests. Mr. Bezos has never received any stock-based compensation from Amazon.
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EXECUTIVE COMPENSATION
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Mr. BlackburnClark, who served during 2019 as Senior Vice President, Worldwide Operations, and was named CEO Worldwide Consumer effective January 2021, received a restricted stock unit award for 7,36310,660 shares. In making this grant, the Leadership Development and Compensation Committee considered the factors discussed above with respect to periodic grants, including Mr. Blackburn’sClark’s experience and skill in managing the Company’sWorldwide Operations for our consumer business, development and media projects, his sustained performance over the years preceding the grant, and his long-term focus. At the time, the Committee also consideredperspective, and his expected future contributions, including in his continued oversight of our expanding media operations. As announced in July 2019, 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 duringfuture role managing the term of his leave.Worldwide Consumer business. Key aspects of Mr. Blackburn’sClark’s performance include the successful acquisitiondevelopment of innovative delivery arrangements such as Amazon Air and our last-mile delivery networks, the expansion and staffing of our fulfillment centers, including development of industry-leading pay and training programs, the expansion of grocery delivery through Amazon Fresh and Whole Foods Market from approximately 10 cities in 2018 to 2,000 cities and towns in 2019, his leadership in numerous sustainability initiatives with respect to the Company’s operations, and his significant contributions to the Company’s response to the COVID-19 pandemic, including implementation of over 150 significant process changes in our global operations network and Whole Foods Market stores to promote the health and safety of our employees, customers, and communities, hiring, training, and integrating hundreds of thousands of new employees, prioritization of stocking and delivering household staples, medical supplies, and other critical products, and the negotiationdelivery of the Ring acquisition, the expansion of Prime Video to customers in more than 200 countriesmillion essential health and territories aroundsafety products to healthcare and government organizations in tens of thousands of locations across 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.United States.
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EXECUTIVE COMPENSATION
New Hire Cash Bonuses
2020.
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EXECUTIVE COMPENSATION
Shareholder Engagement and Compensation Feedback
Rosalind G. Brewer
Judith A. McGrath
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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
2019
| Name and Principal Position | | | Year | | | Salary | | | Stock Awards(1) | | | All Other Compensation | | | Total | | |||||||||||||||
| Jeffrey P. Bezos Chief Executive Officer | | | | | 2020 | | | | | $ | 81,840 | | | | | $ | — | | | | | $ | 1,600,000(2) | | | | | $ | 1,681,840 | | |
| | | 2019 | | | | | | 81,840 | | | | | | — | | | | | | 1,600,000 | | | | | | 1,681,840 | | | |||
| | | 2018 | | | | | | 81,840 | | | | | | — | | | | | | 1,600,000 | | | | | | 1,681,840 | | | |||
| Brian T. Olsavsky SVP and Chief Financial Officer | | | | | 2020 | | | | | | 160,000 | | | | | | 17,010,985 | | | | | | 3,200(3) | | | | | | 17,174,185 | | |
| | | 2019 | | | | | | 160,000 | | | | | | — | | | | | | 3,200 | | | | | | 163,200 | | | |||
| | | 2018 | | | | | | 160,000 | | | | | | 6,770,149 | | | | | | 3,200 | | | | | | 6,933,349 | | | |||
| David H. Clark CEO Worldwide Consumer(4) | | | | | 2020 | | | | | | 160,000 | | | | | | 46,121,888 | | | | | | 6,783(5) | | | | | | 46,288,671 | | |
| Andrew R. Jassy CEO Amazon Web Services | | | | | 2020 | | | | | | 175,000 | | | | | | 35,639,068 | | | | | | 34,381(5) | | | | | | 35,848,449 | | |
| | | 2019 | | | | | | 175,000 | | | | | | — | | | | | | 173,809 | | | | | | 348,809 | | | |||
| | | 2018 | | | | | | 175,000 | | | | | | 19,466,434 | | | | | | 91,232 | | | | | | 19,732,666 | | | |||
| David A. Zapolsky SVP, General Counsel, and Secretary(4) | | | | | 2020 | | | | | | 160,000 | | | | | | 17,010,985 | | | | | | 3,200(3) | | | | | | 17,174,185 | | |
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 |
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| 81,840 |
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| — |
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| 1,600,000 |
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| 1,681,840 |
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| 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 |
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| 160,000 |
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| 6,770,149 |
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| 3,200 |
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| 6,933,349 |
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| 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 |
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| 175,000 |
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| 10,221,162 |
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| 3,500 |
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| 10,399,662 |
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| 2017 | 175,000 | — | 3,500 | 178,500 | |||||||||||||||
Andrew R. Jassy CEO Amazon Web Services | 2019 | 175,000 | — | 173,809 | (6) | 348,809 | ||||||||||||||
| 2018 |
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| 175,000 |
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| 19,466,434 |
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| 91,232 |
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| 19,732,666 |
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| 2017 | 175,000 | — | 19,447 | 194,447 | |||||||||||||||
Jeffrey A. Wilke CEO Worldwide Consumer | 2019 | 175,000 | — | 35,725 | (6) | 210,725 | ||||||||||||||
| 2018 |
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| 175,000 |
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| 19,466,434 |
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| 80,613 |
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| 19,722,047 |
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| 2017 | 175,000 | — | 9,781 | 184,781 |
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 2020 Annual Report on Form 10-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) Messrs. Clark and Zapolsky became named executive officers for 2020. (5) 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 and the approximate aggregate incremental cost to Amazon of security arrangements in addition to security arrangements provided at business facilities and for business travel ($3,583 and $30,881 for Messrs. Clark and Jassy, respectively). We believe that all Company-incurred security costs are reasonable and necessary and for the Company’s benefit. 2021 Proxy Statement 69 |
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EXECUTIVE COMPENSATION
The Company did not grant stock or other plan-based awards to the named executive officers in 2019. In connection with Mr. Blackburn’s leave of absence, the Board’s Leadership Development and Compensation Committee approved suspending forfeiture 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.
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 | — | — | — |
| Name | | | Grant Date | | | All Other Stock Awards: Number of Shares of Stock or Units | | | Grant Date Fair Value of Stock Awards(1) | | |||||||||
| Jeffrey P. Bezos | | | | | — | | | | | | — | | | | | $ | — | | |
| Brian T. Olsavsky |
| | | 9/28/2020 | | | | | | 5,407(2)(3) | | | | | | 17,010,985 | | | |
| David H. Clark | | | | | 9/28/2020 | | | | | | 10,660(2)(4) | | | | | | 33,537,471 | | |
| | | 9/28/2020 | | | | | | 4,000(2)(5) | | | | | | 12,584,417 | | | |||
| Andrew R. Jassy | | | | | 9/28/2020 | | | | | | 11,328(2)(6) | | | | | | 35,639,068 | | |
| David A. Zapolsky | | | | | 9/28/2020 | | | | | | 5,407(2)(7) | | | | | | 17,010,985 | | |
Name | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares | ||||||
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 |
| | | Number of Units of Have Not Vested | | | Market Value of |
Shares or Units of Stock That Have Not Vested |
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| Jeffrey P. Bezos | | | | | — | | | | | $ | — | | |
| Brian T. Olsavsky Restricted stock units | | | | 15,901(2) | | | | | | 51,788,444 | | | |
| David H. Clark Restricted stock units | | | | | 29,586(3) | | | | | | 96,359,531 | | |
| Andrew R. Jassy Restricted stock units | | | | | 48,756(4) | | | | | | 158,794,879 | | |
| David A. Zapolsky Restricted stock units | | | | | 15,901(5) | | | | | | 51,788,444 | | |
2020
Stock Awards | ||||||||
Name
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Number of
| Value Realized
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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). |
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Potential Payments Upon Termination of Employment orChange-in-Control
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Plan Category
| Number of Securities
| Number of Securities
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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 |
| 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 | | | | | 15,165,603(1) |
| | | | | 82,691,178(2) | | |
| Equity compensation plans not | | | | | — | | | | | | 18,812,972 | | |
| Total | | | | | 15,165,603(3) | | | | | | 101,504,150 | | |
(1) Includes 15,165,603 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 12,555 shares of common stock issuable upon exercise of stock options having a weighted-average exercise price of $70.28 under equity plans assumed by Amazon as a result of acquisitions. |
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Equity Compensation Plans Not Approved by Security Holders
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Expenses of Solicitation
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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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PRELIMINARY PROXY CARD—SUBJECT TO COMPLETION
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April [•], 2020
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Dear 401(k) Plan Participant:
23, 2021.
CONVENIENT, AND YOUR VOTE IS IMMEDIATELY CONFIRMED AND TABULATED.
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