When

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

Where

Virtual Meeting Site
virtualshareholdermeeting.com/​AMZN2022

Vote

Learn more

Voting Items	Board’s Voting Recommendation	Primary Reasons for Recommendation
Item 1 - Election of Directors	FOR (each nominee)	Learn more
Item 2 - Ratification of the Appointment of Ernst & Young LLP as Independent Auditors	FOR	Learn more
Item 3 - Advisory Vote to Approve Executive Compensation	FOR	Learn more
Item 4 - Approval of a 20-for-1 Stock Split and a Proportionate Increase in Authorized Shares	FOR	Learn more
Item 5 - Shareholder Proposal Requesting a Report on Retirement Plan Options	AGAINST	Learn more
Item 6 - Shareholder Proposal Requesting a Report on Customer Due Diligence	AGAINST	Learn more
Item 7 - Shareholder Proposal Requesting an Alternative Director Candidate Policy	AGAINST	Learn more
Item 8 - Shareholder Proposal Requesting a Report on Packaging Materials	AGAINST	Learn more
Item 9 - Shareholder Proposal Requesting a Report on Worker Health And Safety Differences	AGAINST	Learn more
Item 10 - Shareholder Proposal Requesting Additional Reporting on Risks Associated with the Use of Certain Contract Clauses	AGAINST	Learn more
Item 11 - Shareholder Proposal Requesting a Report on Charitable Contributions	AGAINST	Learn more
Item 12 - Shareholder Proposal Requesting Alternative Tax Reporting	AGAINST	Learn more
Item 13 - Shareholder Proposal Requesting Additional Reporting on Freedom of Association	AGAINST	Learn more
Item 14 - Shareholder Proposal Requesting Additional Reporting on Lobbying	AGAINST	Learn more
Item 15 - Shareholder Proposal Requesting a Policy Requiring More Director Candidates Than Board Seats	AGAINST	Learn more
Item 16 - Shareholder Proposal Requesting a Report on Warehouse Working Conditions	AGAINST	Learn more
Item 17 - Shareholder Proposal Requesting Additional Reporting on Gender/Racial Pay	AGAINST	Learn more
Item 18 - Shareholder Proposal Requesting a Diversity and Equity Audit	AGAINST	Learn more
Item 19 - Shareholder Proposal Requesting a Report on Customer Use of Certain Technologies	AGAINST	Learn more

30,716%	1,826%	345%	122%
20 year	10 year	5 year	3 year

• Our executive compensation philosophy focuses on the true long-term success of our business, not on isolated one-, two-, or three-year goals that encompass only a limited and selective portion of our objectives and that can reward executives with above-target payouts even when the stock price remains flat or declines.
  
  
• Our emphasis on periodic grants of time-vested restricted stock units that vest over the long term perfectly aligns our executives' compensation with the returns we deliver to shareholders.
  
  
• Having considered other approaches to structuring executive compensation arrangements, we remain committed to the structure of our executive compensation because it has worked effectively, having allowed us to:
  
  
  • attract and retain incredibly talented people who have guided our business through countless challenges;
    
    
  • develop our business in ways that we could not have conceived a few years earlier, including initiatives that later became AWS, Kindle, Alexa, and our robust third-party seller business;
    
    
  • make long-term commitments to sustainability and other environmental, social, and human capital initiatives and goals; and
    
    
  • deliver strong long-term returns to our shareholders.