Thank you for being an Amazon shareholder. No matter how large or small your holdings may be, your vote is
important to us, and we encourage you to vote your shares in accordance with the Board’s recommendations. The
information here is only an overview, and you can learn more before you vote by reading our Proxy Statement and Annual
Report.
To express our appreciation for your participation, Amazon will make a
$1 charitable donation to Feeding America on behalf of every
shareholder account that votes.
Shareholder Engagement (Since Beginning of 2023)
Engaged
68 of our 100
largest unaffiliated shareholders
Director participation
shareholders owning
more than 31% of our stock
Board of Directors
We have the appropriate mix of skills, qualifications, backgrounds, and tenures on the Board to support and help drive the Company's long-term performance.
Our director nominees reflect our commitment to diversity, with four women and three 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, oversees and receives regular reports on our regulatory compliance, and reviews shareholder feedback on these topics as we evolve our practices and disclosures.
Corporate Governance Highlights
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.
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.
Executive Compensation Overview
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.
Following our 2023 Annual Meeting of Shareholders, at which more than 68% 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 and/or our Lead Independent Director 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 or any of our named executives during 2023, and our Compensation Discussion and Analysis addresses other matters with respect to our named executives' compensation.
Our compensation philosophy is anchored on periodic grants of time-vested restricted stock units that vest over the long term, which strongly aligns our executives' compensation with the returns we deliver to shareholders. For example, due to our stock price performance over the course of 2023, our CEO's 2023 realized compensation decreased by 12% from 2022, showing the alignment between our executive compensation program and our shareholder returns.
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.
Our current Board and committee structure already provides an appropriate level of oversight. For example, the Nominating and Corporate Governance Committee is responsible for overseeing and monitoring the Company's policies and initiatives relating to our environmental, sustainability, and corporate social responsibility practices, and regularly reviews Amazon's public policy, government relations, and public relations initiatives. The Audit Committee is responsible for overseeing our policies, procedures, and reports with respect to political contributions and lobbying expenses.
Our current Board and committee structure already provides an appropriate level of oversight. For example, the Nominating and Corporate Governance Committee is responsible for overseeing and monitoring the Company's policies and initiatives relating to our corporate social responsibility practices, and regularly reviews the Company's public policy, government relations, and public relations initiatives. The Audit Committee is responsible for overseeing our policies, procedures, and reports with respect to political contributions and lobbying expenses.
For the fifth year in a row, this proposal continues to rely on the same speculative and outdated concerns and mischaracterizations. The proposal also fails to take into account the fact that we have been updating our technology and enhancing safeguards; that we have avoided or mitigated the risks and concerns posited in this proposal; and that AWS has never received a single verified report of Amazon Rekognition being used in the harmful manner posited in the proposal.
Our Nominating and Corporate Governance Committee has specifically reviewed Amazon Rekognition's facial recognition capabilities and Ring, focusing on the actual operation and use of Amazon Rekognition and Ring, the potential concerns and misuse that could arise from these technologies, and our actions to resolve or mitigate those risks and concerns.
We have been consistent and proactive in our efforts to address concerns and mitigate the risk of misuse through policy and advocacy efforts, product development processes, customer contractual requirements and training, consultation with third party experts, and other policies and practices.
We report comprehensively and transparently on our public policy expenditures on an annual basis, including direct and indirect lobbying expenditures.
In addition, we have Board and management processes in place to provide oversight of our public policy activities, and take a number of actions to mitigate the potential risk associated with misalignment between our views and the lobbying activities undertaken by organizations we support.
It is unrealistic to expect that we will agree with every single policy position taken by every organization to which we contribute. We believe that remaining engaged with such organizations despite differing views on a particular matter has value and can influence the organization's positions over time.
Amazon already provides disclosure on compensation by gender and by race/ethnicity. When evaluating 2023 compensation in the United States, including base compensation, cash bonuses, and stock, our reported data demonstrates that women globally and in the United States earned 99.8 cents and 99.9 cents, respectively, for every dollar that men earned performing the same jobs, and racial/ethnic minorities in the United States earned a dollar for every dollar that white employees earned performing the same jobs.
We keep in mind the cultural differences and sensitivities of our global community when making decisions on products, and as a store, we've chosen to offer a very broad range of viewpoints. We strive to maximize selection for all customers, even if we do not agree with the message or sentiment of all of the products.
We have risk management processes to protect against risks to the Company. For example, the Nominating and Corporate Governance Committee oversees and monitors our 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.
As we work toward reaching our climate goals, we are also committed to the people, workers, and communities that support our entire value chain so that they are treated with fundamental dignity and respect. At Amazon, we use our infrastructure, resources, and spirit of invention to address some of the most acute challenges in our communities, as detailed in our annual sustainability report.
In addition, as the world's largest corporate renewable energy purchaser for the fourth year in a row, we have a unique role to play in supporting a just, equitable, and sustainable energy transition. For example, we are a founding member of Beyond the Megawatt, an initiative of the Clean Energy Buyers Institute to maximize the environmental and social benefits of the clean energy transition.
We believe all employees should have the opportunity to learn new skills, grow, and build their careers as they develop their professional journeys and prepare for economies of the future. We offer programs like Upskilling 2025 and Amazon Career Choice and help to create pathways to careers in fields that will continue growing in the years to come.
We recognize the importance of reducing plastic waste and already publicly report on the amount of single-use plastic being used across our global operations network to ship orders to customers.
In 2022, the total metric tons of single-use plastic we used across our global operations network to ship orders to customers decreased by 11.6% from 2021. In addition, in 2022, we shipped 11% of our orders globally without any additional Amazon packaging.
We have innovated and invested in technologies, processes, and materials that since 2015 have helped reduce the weight of the packaging per shipment by 41% on average and avoided more than 2 million tons of packaging material.
While citing no compelling new developments in its supporting statement, the proponent continues to request for the second year in a row a third-party assessment that is unnecessary in light of our policies and practices respecting freedom of association and collective bargaining rights and the regulatory oversight of these policies and practices that already exists in the United States and elsewhere.
We respect the rights of our employees to form, join, or not to join a labor union or other lawful organization of their own selection, without fear of reprisal, intimidation, or harassment, and our policies and practices protect these rights.
In our engagement with the proponent, the proponent revealed the true intent behind this proposal, which is the promotion of "neutrality" agreements and a commitment by Amazon to non-engagement with our employees. This would undermine the open lines of communication between leadership and employees that help us address employee concerns and make improvements, which would deny individuals their right to make informed decisions by permitting only a union's point of view to be presented.
We annually report both our absolute carbon emissions and carbon intensity and are transparent about the methodology behind each of the emissions models we have built to measure Amazon's carbon footprint.
We follow guidance from the GHG Protocol's Corporate Accounting and Reporting Standard in calculating our greenhouse gas emissions (including Scope 3 emissions), and these are assured by independent third parties.
Our carbon intensity has decreased by 24% from 2019 to 2022.
For the sixth year in a row, this proposal continues to rely on the same speculative and outdated concerns and mischaracterizations and fails to take into account the fact that we have been updating our technology and enhancing safeguards and have avoided or mitigated the risks and concerns expressed in this proposal and that AWS has never received a single verified report of Amazon Rekognition being used in the harmful manner posited in the proposal.
Our Nominating and Corporate Governance Committee has specifically reviewed Amazon Rekognition's facial recognition capabilities, focusing on the actual operation and use of Amazon Rekognition, the potential concerns and misuse that could arise from these technologies, and our actions to resolve or mitigate those risks and concerns.
We have been consistent and proactive in our efforts to address concerns and mitigate the risk of misuse through policy and advocacy efforts, product development processes, customer contractual requirements and training, consultation with third party experts, and other policies and practices.
Our processes for nominating directors are designed to advance the long-term interests of shareholders by creating a Board with deep business acumen that reflects a diversity of experience and perspectives.
Director nominees' personal charitable and political giving does not reflect how the Board manages and oversees the Company. Under Delaware corporate law, our Board has fiduciary duties of care and loyalty to our shareholders and must act in our shareholders' best interest.
Amazon is committed to, and is a leader in, the responsible development and use of AI.
Our Board and Board committees are already overseeing human rights and other risks associated with artificial intelligence and machine learning, including emerging technologies like generative artificial intelligence, foundation models, and artificial general intelligence.
None of our peer companies has a board committee dedicated solely to risks arising from AI.
The audit requested by this proposal would be duplicative because we have already publicly disclosed our workforce incident rates compared with industry data and we are already subject to extensive regulatory oversight and review. Our goal is to be the safest workplace within the industries in which we operate.
From 2019 to 2023, our worldwide lost time incident rate improved by 60% and our worldwide recordable incident rate improved by 30%. From 2022 to 2023, our worldwide lost time incident rate improved by 16% and our worldwide recordable incident rate improved by 8%.
The proposal's claims that our injury rates are significantly higher than the industry average are incorrect and, in contrast to what this proposal suggests, we do not require employees to meet specific productivity quotas.
