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 2024)
Engaged
70 of our 100
largest unaffiliated shareholders
Independent Director Participation
shareholders owning
more than 25% 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 Board’s composition represents a balanced approach to director tenure, allowing the Board to benefit
from the experience of longer-serving directors combined with fresh perspectives from newer directors.
The Board actively oversees our sustainability 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 is anchored on periodic grants of time-vested restricted stock units
that vest over the long term, which strongly and directly align our executives’ compensation with the
returns we deliver to shareholders. These awards focus executives on the true long-term success of our
business, not on isolated one-, two-, or three-year goals that can 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.
At our 2024 Annual Meeting of Shareholders, 78% of the votes cast supported our advisory vote to approve
the compensation of our named executive officers, demonstrating a broad and increasing level of support
for our compensation practices.
The Committee did not grant any equity awards to our CEO during 2024 and has not granted him an
award since 2021. Our Compensation Discussion and Analysis addresses the considerations for our 2024
equity awards to our other named executives as well as other matters with respect to our named executives’
compensation.
Over the past several years, directors serving on the Leadership Development and Compensation
Committee and our Lead Independent Director, with the support of our ESG Engagement and Investor
Relations teams, have actively engaged with, and were responsive to, our shareholders regarding our
executive compensation program.
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 governance guidelines and processes enable the Board to
determine the optimal leadership structure for Amazon in light of
our specific circumstances at any given time.
The proposal’s prescriptive approach, requiring a mandatory policy
separating the CEO and Board Chair roles regardless of the
circumstances, would simply limit the Board’s ability in the future
to tailor our leadership structure to align with the best interests of
the Company and its shareholders.
Our governance guidelines and processes reinforce our directors’
fiduciary duty under Delaware law to act in the best interests of
the Company and its shareholders, including when making
decisions regarding Board leadership.
Our goal in designing our advertising policies is for our customers
to experience relevant and useful ads that help them find
products and services that appeal to them. Similarly, when we
purchase ads from third parties to market our own products and
services, we seek to most effectively reach customers wherever
they may shop or are otherwise engaged. These policies and
practices are not intended to promote or demote particular
political or religious viewpoints.
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 and related
risks most relevant to the Company’s operations and engagement
with customers, suppliers, and communities.
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 (the “GHG Protocol Corporate
Standard”) in calculating our greenhouse gas emissions (including
Scope 3 emissions). Our reported emissions are verified against
the GHG Protocol Corporate Standard by independent third
parties.
Consistent with the GHG Protocol Corporate Standard, we focus
on accounting for and reporting those activities that are relevant
to our business and goals, and for which we are able to obtain
reliable information.
We believe our approach to reporting our GHG emissions provides
useful and reliable information, while the approach requested by
the proposal of including emissions generated by the third-party
manufacturing of all the products we sell would result in double-counting of emissions across companies.
We remain focused on meeting our climate goals, and we already
provide regular, public updates on our progress, initiatives, and
work to meet our goals, including our efforts to reduce the carbon
footprint of artificial intelligence (“AI”) workloads and to make our
new data centers more sustainable. Our current public reporting
already addresses the specific challenges highlighted by this
proposal and makes the report requested in the proposal
unnecessary.
In 2023, we reduced our absolute carbon emissions by 3%. In
addition, our carbon intensity decreased for the fifth consecutive
year, down 13% from 2022 to 2023, demonstrating how we are
working to decouple emissions growth from business growth.
We are committed to, and are a leader in, the responsible
development and use of AI and machine learning, including
technologies like foundation models and generative AI.
Our Board has the proper composition to effectively oversee
human rights risks associated with AI and, together with the Board
committees, already provides active, informed, and appropriate
oversight of human rights and other risks associated with AI.
Shareholders already have spoken on this topic as the focus of
this proposal—Board oversight of AI-associated risks—is
substantially the same as the proposal submitted last year by this
proponent, which received less than 10% support.
We already publicly report on the amount of single-use plastic,
including flexible plastic, being used across our global operations
network to ship orders to customers.
We have continued to take steps to reduce single-use plastics in
our outbound packaging. Our average plastic packaging weight
per shipment decreased by 9% in 2023 across our global
operations network, building on the over 17% reduction achieved
in 2022. Since 2020, we have avoided the use of 80,500 metric
tons of plastic packaging globally. In addition, in December 2023,
two-thirds of our shipments in North America included Amazon-added plastic delivery packaging and, by December 2024, we
reduced this to one-third.
As of October 2024, we removed all plastic air pillows from our
delivery packaging used at our global fulfillment centers, our
biggest reduction in plastic packaging in North America to date.
As part of this transition, we were able to quickly expand our use
of paper filler made from 100% recycled content across North
America.
We have innovated and invested in technologies, processes, and
materials that since 2015 have helped reduce the weight of the
packaging per shipment by 43% on average and avoided more
than 3 million metric tons of packaging material. In 2023, we
shipped 12% of our orders globally without any additional
Amazon packaging.
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.
From 2019 to 2024, our worldwide recordable incident rate
improved by 34% and our worldwide lost time incident rate
improved by 65%. From 2023 to 2024, our worldwide recordable
incident rate improved by 6% and our worldwide lost time
incident rate improved by 13%.
The proposal continues to rely on false, misinformed, and
misleading claims about our injury rates made by outside groups
with ulterior motives and, in contrast to what this proposal
suggests, we do not require employees to meet specific, fixed
productivity quotas.
We are committed to, and are a leader in, the responsible
development and use of AI. We adhere to industry best practices
around data collection and design our products with the goal of
respecting privacy rights. One of the core dimensions of our
commitment to responsible AI is privacy and security, which
means that data and models should be appropriately obtained,
used, and protected.
Our Board has the proper composition to effectively oversee risks
associated with AI and, together with the Board committees,
provides active, informed, and appropriate oversight of data
usage and other risks associated with AI and machine learning.
