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.
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 independent 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 2025 Annual Meeting of Shareholders, 78% of the votes cast supported our advisory vote to approve
the compensation of our named executive officers. We are pleased with the broad support among our
shareholders for our compensation practices, which we believe reflects the success of our extensive
engagement with, and responsiveness to, shareholders in prior years.
The Leadership Development and Compensation Committee did not grant any equity awards to our CEO
or any of our named executives during 2025 and has not granted our CEO an award since 2021. Our
Compensation Discussion and Analysis addresses other matters with respect to our named executives’
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 support a wide range of programs that help thousands of
charities and communities across the U.S. and around the world.
We select and work directly with community organizations for our
corporate charitable giving that includes efforts such as
expanding access to food and other critical social needs;
supporting disaster relief efforts; investing in access to education,
skills, and training; and creating affordable housing.
We have risk management processes to protect 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 remain focused on meeting our climate goals, and we already
provide regular, public updates on our progress, initiatives, and
work in pursuit of our climate goals, including routinely reporting
on our carbon intensity and on our efforts to reduce the carbon
footprint of artificial intelligence (“AI”) workloads and make our
data centers more sustainable and efficient. Our current public
reporting already addresses the specific challenges highlighted by
this proposal and makes the report requested in the proposal
unnecessary.
In 2024, our carbon intensity decreased for the sixth consecutive
year, down 4% from 2023, with 11% business growth in the
same period, demonstrating how we are working to decouple
emissions growth from business growth.
We evaluate and adapt our sustainability approach to navigate
evolving business, industry, and customer demands. While we are
firm on our sustainability goals, our approach will continuously
evolve with emerging challenges and opportunities, as we are
seeing with the rapid adoption of AI.
We continue to work at increasing the energy and water efficiency
of our data centers, including through advances in power systems,
cooling technology, and hardware architecture.
The additional financial reporting requested by the proposal
would be impractical, potentially misleading, and not meaningful
to shareholders.
We are committed to strong, independent leadership of the
Board. Our lead independent director reinforces the Board’s
independent oversight of management.
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.
Our current governance structure provides robust risk oversight
by independent directors, and our current leadership structure
and corporate governance practices are designed to be in the best
interests of shareholders.
