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2022 Proxy Statement
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Proxy Overview

2022 Annual Meeting Information

When

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

Where

Virtual Meeting Site
virtualshareholdermeeting.com/​AMZN2022

Vote

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Meeting Agenda

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.

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

Stock Price Performance as of FYE 2021

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

Executive Compensation

  • 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.

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