When

Wednesday, May 24, 2023
9:00 a.m., Pacific Time
How to participate

Where

Virtual Meeting Site
virtualshareholdermeeting.com/​AMZN2023

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 - Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation	ONE YEAR	Learn more
Item 5 - Reapproval of Our 1997 Plan for Purposes of French Tax Law	FOR	Learn more
Item 6 - Shareholder Proposal Requesting a Report on Retirement Plan Options	AGAINST	Learn more
Item 7 - Shareholder Proposal Requesting a Report on Customer Due Diligence	AGAINST	Learn more
Item 8 - Shareholder Proposal Requesting Reporting on Content and Product Removal/Restrictions	AGAINST	Learn more
Item 9 - Shareholder Proposal Requesting a Report on Content Removal Requests	AGAINST	Learn more
Item 10 - Shareholder Proposal Requesting Additional Reporting on Stakeholder Impacts	AGAINST	Learn more
Item 11 - Shareholder Proposal Requesting Alternative Tax Reporting	AGAINST	Learn more
Item 12 - Shareholder Proposal Requesting Additional Reporting on Climate Lobbying	AGAINST	Learn more
Item 13 - Shareholder Proposal Requesting Additional Reporting on Gender/Racial Pay	AGAINST	Learn more
Item 14 - Shareholder Proposal Requesting an Analysis of Costs Associated with Diversity, Equity, and Inclusion Programs	AGAINST	Learn more
Item 15 - Shareholder Proposal Requesting an Amendment to Our Bylaws to Require Shareholder Approval for Certain Future Amendments	AGAINST	Learn more
Item 16 - Shareholder Proposal Requesting Additional Reporting on Freedom of Association	AGAINST	Learn more
Item 17 - Shareholder Proposal Requesting a New Policy Regarding Our Executive Compensation Process	AGAINST	Learn more
Item 18 - Shareholder Proposal Requesting Additional Reporting on Animal Welfare Standards	AGAINST	Learn more
Item 19 - Shareholder Proposal Requesting an Additional Board Committee	AGAINST	Learn more
Item 20 - Shareholder Proposal Requesting an Alternative Director Candidate Policy	AGAINST	Learn more
Item 21 - Shareholder Proposal Requesting a Report on Warehouse Working Conditions	AGAINST	Learn more
Item 22 - Shareholder Proposal Requesting a Report on Packaging Materials	AGAINST	Learn more
Item 23 - Shareholder Proposal Requesting a Report on Customer Use of Certain Technologies	AGAINST	Learn more

• 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 strongly aligns our executives’ compensation with the returns we deliver to shareholders. For example, our CEO’s Compensation Actually Paid (as defined by the SEC) for 2022 was negative $148 million, largely attributable to the 2022 decline in value of restricted stock units scheduled to vest over the next 8 years, while his 2022 realized compensation declined by 25% from 2021.
• Following our 2022 Annual Meeting of Shareholders, at which 56% of the votes cast supported our advisory vote to approve the compensation of our named executive officers, we engaged in extensive outreach to our shareholders, with the Chair of the Leadership Development and Compensation Committee holding one-on-one or small group meetings with most of our 20 largest shareholders. The Committee did not grant any equity awards to our CEO during 2022, and our Compensation Discussion and Analysis addresses other questions and concerns with respect to our named executives’ 2021 compensation.
• 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, Fulfillment by Amazon, Marketplace, and Prime Video;
  • make long-term commitments to sustainability and other environmental, social, and human capital initiatives and goals; and
  • drive strong long-term returns to our shareholders.
    

• We have a single class of common stock with equal voting rights, such that one share equals one vote.
• We have a declassified board, meaning all of our directors are elected annually.
• We have a majority voting standard for the election of directors whenever the number of nominees does not exceed the number of directors to be elected.
• We have a lead independent director appointed by the independent directors to promote independent leadership of the Board.
• Our directors reflect our commitment to diversity, with five women and two directors from underrepresented racial/ethnic groups.
• The Board actively oversees our numerous environmental, sustainability, social, and corporate governance policies and initiatives, receives periodic reports on and discusses our enterprise risk assessments, and reviews shareholder feedback on these topics as we evolve our practices and disclosures.
• We have robust stock ownership guidelines for our directors.
• We engage year-round with our shareholders and other stakeholders, and our lead director and other independent directors periodically meet with our large and long-term shareholders.
• Our Board has significant interaction with and access to senior management and other employees.
• Our Board and the Leadership Development and Compensation Committee annually review executive succession planning.
• Our Board and individual directors conduct annual peer performance evaluations.
• We prohibit hedging, speculative, and derivative security transactions by directors, executive officers, and other senior employees.
• Shareholders owning at least 25% of our outstanding shares have the right to call a special meeting of the shareholders.
• Shareholders have a proxy access right on market-standard terms.