DEF 14A of Amazon Com Inc, Apr 13, 2023

DEF 14A of Amazon Com Inc

Filed Apr 13, 2023 · FY20220001104659-23-044708

Open on EDGAR

  1. (NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

    | • 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. |

  2. (NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

    Global Impact Highlights Our Customers We exist to make customers’ lives better and easier and relentlessly invent to do so. We have a wide range of customers, including consumers, sellers, brands, developers, enterprises, and creators. We deliver low prices, vast selection, and convenient services. In the last year, we: • Held our biggest Prime Day, with members purchasing over 300 million items and saving over $1.7 billion. We also launched our Prime Early Access Sale, followed by a record-breaking Black Friday through Cyber Monday sales event. • Introduced new health care options, including Amazon Clinic, a message-based virtual health service, and RxPass, a Prime membership benefit that offers access to unlimited eligible prescription medications for $5 per month. • Launched new and enhanced devices and services, including new Fire TV devices; the next generation of Echo Dot and Echo Auto; new Kindle devices; an expanded Ring lineup; and innovative Alexa features and experiences. • Provided world-class entertainment through Amazon Originals, Prime Video, Audible, Amazon Games, Twitch, Amazon Music, Prime Gaming, and more. Some of this year’s highlights include premiering the series The Lord of the Rings: The Rings of Power, streaming NFL Thursday Night Football, and releasing the online game Lost Ark. • Introduced new ways for customers to support small businesses through the Small Business badge, which helps customers find products from artisans, and the Black-Owned Business badge, which helps customers shop Black-owned businesses. • Invented new ways for customers to discover products, including Inspire, which is a feed with content from customers, influencers, and brands personalized for selected interests, and Amazon Style, which is a physical fashion store with a selection of apparel, shoes, and accessories. We provide tools and resources to help sellers grow their own companies in Amazon’s store. There are over 1.7 million small- and medium-sized businesses in more than 130 countries around the world selling on Amazon.com. In 2022, we: • Announced more than 20 new and improved products, tools, and features to fuel success among entrepreneurs and small businesses during Accelerate, our annual seller conference. • Launched Buy with Prime to help merchants build customer relationships by letting them offer Prime customers fast and free delivery; a seamless checkout experience; and easy returns through their own websites. • Protected brands and selling partners from counterfeit, fraud, and other forms of abuse. Amazon strictly prohibits counterfeit products in our store, and we identified, seized, and appropriately disposed of more than 3 million counterfeit products. Amazon has zero tolerance for fake reviews. We pursued several private lawsuits targeting bad actors that operate more than 11,000 websites and social media groups that attempt to orchestrate fake reviews. • Built more automated, self-service advertising features that opened new opportunities for brands and selling partners while also enabling increased efficiency. We offer highly secure, reliable, scalable, and low-cost cloud technology for fast-growing startups and large enterprises, as well as nonprofits and government agencies. As of the end of 2022, AWS had 96 Availability Zones within 30 geographic Regions globally. In addition, AWS: • Announced plans to launch at least 15 more Availability Zones across five more AWS Regions. Launched thousands of new features and services in 2022, which included expanding the range of AWS’s own advanced custom chips; launching specialized solutions such as AWS CleanRooms, AWS IoT Twinmaker, and AWS Supply Chain to help customers solve their most pressing business challenges; and putting into the hands of customers the most advanced machine learning with AWS SageMaker. Our People We continue to invest in offering competitive pay and benefits for our people around the world. In the U.S., this includes an average wage for our front-line employees of more than $19 per hour and comprehensive benefits for regular full-time employees. These benefits include health, vision, and dental insurance; a 401(k) with a company match; up to 20 weeks of paid parental leave for birthing parents; adoption assistance; and access to Amazon’s Career Choice program. Amazon has been named No. 2 on Fortune’s World’s Most Admired Companies list for seven years running and is currently ranked on LinkedIn’s Top Companies lists. Amazon continues to offer leading programs for its employees and Delivery Service Partners, including: Expanded career advancement and development programs for front-line employees. We want to make it easy for people to have access to the skills they need to grow their careers. • One of the programs that helps our employees advance their skills is Amazon’s Career Choice program. In 2022, we celebrated the 10-year anniversary of Career Choice, an education benefit that empowers employees to learn new skills for career success that has seen over 100,000 employees participate so far. • As another example, in 2022 we launched the Amazon Intelligence Initiative to offer employees the opportunity to enhance technical skills and gain placements in engineering roles within AWS. A commitment to safety, health, and well-being. Our work environments allow employees, regardless of background, skill level, or experience, to work with confidence. Our scale, resources, and technology allow us to undertake initiatives that benefit the entire industry. • For example, we are investing to create technology to improve universal fork truck safety, and we established a first-of-its-kind partnership with the National Safety Council to uncover new ways to prevent and address musculoskeletal disorders, the most common workplace injury. A workforce with perspectives and knowledge of people from all backgrounds, which we believe is integral to our ability to innovate on behalf of our customers. • In 2022, we made progress on our diversity, equity, and inclusion goals and established ambitious priorities focused on increasing diversity in our hiring, building an inclusive work environment, and providing equitable access for all. • We take steps to give employees a sense of belonging, value, and opportunity, such as through our 13 affinity groups (employee resource groups) with more than 120,000 employees across hundreds of chapters worldwide. • We actively recruit diverse candidates through our partnerships with Historically Black Colleges and Universities, Hispanic-Serving Institutions, women’s colleges, and tribal colleges, and we have hired more than 50,000 U.S. veterans and military spouses working at Amazon. Support for more than 3,500 Delivery Service Partners who deliver to customers across the globe. • In 2018, we launched our Delivery Service Partner program to share our experience in operations and logistics with entrepreneurs looking to build their own delivery businesses. The program has created over 275,000 total jobs around the world. More than 26 billion packages have been delivered worldwide, and their businesses have generated over $26 billion in revenue, benefiting the community and customers. Last year, we announced we are investing more than $450 million in helping Delivery Service Partners support their teams with access to new and improved benefits and additional rate increases. Learn more at aboutamazon.com/workplace. Our Planet Amazon has set a goal to reach net-zero carbon by 2040 as part of The Climate Pledge, which it co-founded and became the first signatory of in 2019. Amazon is joined by more than 400 Pledge signatories to date. Amazon continues to make progress to become a more sustainable business, including in the following key areas:

  3. David A. Zapolsky Secretary

    David A. Zapolsky Secretary Seattle, Washington April 13, 2023 Important Notice Regarding the Availability of Proxy Materials for the Amazon.com, Inc. Shareholder Meeting to be Held on May 24, 2023. The Proxy Statement and our 2022 Annual Report are available at www.proxyvote.com.

  4. David A. Zapolsky Secretary

    | ITEM 1—Election of Directors | 2 | Key Proxy Information Board diversity and characteristics (page 9) Risk oversight (page 10) Environmental, social, and human capital initiatives (page 11) Our shareholder engagement program (page 13) Our executive compensation philosophy (page 90) Shareholder engagement and our 2022 say-on-pay vote (page 93) Considerations for our 2022 equity grants (page 95) | | BOARD OF DIRECTORS INFORMATION | 3 | | | Biographical Information | 3 | | | Director Nominee Diversity, Tenure, Skills, and Characteristics | 9 | | | Corporate Governance | 10 | | | Board Meetings and Committees | 14 | | | Compensation of Directors | 17 | | | ITEM 2—Ratification of the Appointment of Ernst & Young LLP as Independent Auditors | 19 | | | AUDITORS | 20 | | | Fee Information | 20 | | | Pre-Approval Policies and Procedures | 20 | | | Audit Committee Report | 21 | | | ITEM 3—Advisory Vote to Approve Executive Compensation | 22 | | | ITEM 4—Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation | 24 | | | ITEM 5—Reapproval of Our 1997 Plan for Purposes of French Tax Law | 25 | | | SHAREHOLDER PROPOSALS | 26 | | | BENEFICIAL OWNERSHIP OF SHARES | 88 | | | EXECUTIVE COMPENSATION | 89 | | | Compensation Discussion and Analysis | 89 | | | Leadership Development and Compensation Committee Report | 100 | | | Summary Compensation Table | 101 | | | Grants of Plan-Based Awards | 102 | | | Outstanding Equity Awards and Stock Vested | 103 | | | Potential Payments Upon Termination of Employment or Change-in-Control | 105 | | | Pay Versus Performance Table | 106 | | | SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 110 | | | ANNUAL MEETING INFORMATION | 111 | | | General | 111 | | | Outstanding Securities and Quorum | 111 | | | Internet Availability of Proxy Materials | 111 | | | Proxy Voting | 111 | | | Other Matters | 112 | | | Voting Standard | 113 | | | Revocation | 113 | | | Participating in the Annual Meeting | 113 | | | OTHER INFORMATION | 115 | |

  5. David A. Zapolsky Secretary

    This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including statements regarding our environmental, social, and other sustainability plans, initiatives, projections, goals, commitments, expectations, or prospects, are forward-looking. We use words such as anticipates, believes, commits, expects, future, goal, intends, plans, projects, seeks, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results or outcomes could differ materially due to a variety of factors. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our 2022 Annual Report on Form 10-K and our 2021 Amazon Sustainability Report. Any standards of measurement and performance made in reference to our environmental, social, and other sustainability plans and goals are developing and based on assumptions, and no assurance can be given that any such plan, initiative, projection, goal, commitment, expectation, or prospect can or will be achieved. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document. AMAZON.COM, INC. PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS To Be Held on Wednesday, May 24, 2023 The enclosed proxy is solicited by the Board of Directors of Amazon.com, Inc. (“Amazon” or the “Company”) for the Annual Meeting of Shareholders to be held virtually, via the Internet, at 9:00 a.m., Pacific Time, on Wednesday, May 24, 2023, and any adjournment or postponement thereof. For more information about the Annual Meeting, including how to attend and vote your shares, please see “Annual Meeting Information” on page 111. Voting via the Internet, mobile device, or by telephone helps save money by reducing postage and proxy tabulation costs. To vote by any of these methods, read this Proxy Statement, have your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form in hand, and follow the instructions below for your preferred method of voting. Each of these voting methods is available 24 hours per day, seven days per week. We encourage you to cast your vote by one of the following methods:

  6. David A. Zapolsky Secretary

    | | | | | VOTE BY INTERNET Shares Held of Record: http://www.proxyvote.com | VOTE BY QR CODE Shares Held of Record: See Proxy Card | VOTE BY TELEPHONE Shares Held of Record: 800-690-6903 | | Shares Held in Street Name: See Notice of Internet Availability or Voting Instruction Form | Shares Held in Street Name: See Notice of Internet Availability or Voting Instruction Form | Shares Held in Street Name: See Voting Instruction Form |

  7. David A. Zapolsky Secretary

    Our principal offices are located at 410 Terry Avenue North, Seattle, Washington 98109. This Proxy Statement is first being made available to our shareholders on or about April 13, 2023. ITEM 1—ELECTION OF DIRECTORS In accordance with our Bylaws, the Board has fixed the number of directors constituting the Board at eleven. The Board, based on the recommendation of the Nominating and Corporate Governance Committee, proposed that the following eleven nominees be elected at the Annual Meeting, each of whom will hold office until the next Annual Meeting of Shareholders or until his or her successor shall have been elected and qualified:

  8. David A. Zapolsky Secretary

    | • Jeffrey P. Bezos • Andrew R. Jassy • Keith B. Alexander • Edith W. Cooper • Jamie S. Gorelick • Daniel P. Huttenlocher | • Judith A. McGrath • Indra K. Nooyi • Jonathan J. Rubinstein • Patricia Q. Stonesifer • Wendell P. Weeks |

  9. David A. Zapolsky Secretary

    Each of the nominees is currently a director of Amazon.com, Inc. and has been elected to hold office until the 2023 Annual Meeting or until his or her successor has been elected and qualified. The nominees were most recently elected at the 2022 Annual Meeting. Biographical and related information on each nominee is set forth below. The Board expects that the eleven nominees will be available to serve as directors. However, if any of them should be unwilling or unable to serve, the Board may decrease the size of the Board or may designate substitute nominees, and the proxies will be voted in favor of any such substitute nominees.

  10. David A. Zapolsky Secretary

    | Why We Recommend You Support This Proposal | | • 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 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. |

  11. David A. Zapolsky Secretary

    | The Board of Directors recommends a vote “FOR” each nominee. |

  12. David A. Zapolsky Secretary

    In evaluating the nominees for the Board of Directors, the Board and the Nominating and Corporate Governance Committee took into account the qualities they seek for directors, and the directors’ individual qualifications, skills, and background that enable the directors to effectively and productively contribute to the Board’s oversight of Amazon, as discussed below in each biography and under “Director Nominee Diversity, Tenure, Skills, and Characteristics.” When evaluating re-nomination of existing directors, the Committee also considers the nominees’ past and ongoing effectiveness on the Board and, with the exception of Mr. Bezos and Mr. Jassy, who are employees, their independence. Biographical Information

  13. David A. Zapolsky Secretary

    | Jeffrey P. Bezos Founder and Executive Chair of Amazon | | Background Mr. Bezos has been Chair of the Board since founding the Company in 1994. Prior to becoming Executive Chair in July 2021, he served as Chief Executive Officer from May 1996 to July 2021 and as President from founding until June 1999 and again from October 2000 to July 2021. Qualifications and Skills Mr. Bezos’s individual qualifications and skills as a director include his customer-focused point of view, his willingness to encourage invention, his long-term perspective, and his ongoing contributions as founder and Executive Chair. Mr. Bezos serves as Executive Chair of the Bezos Earth Fund, which he founded with a commitment of $10 billion to be disbursed as grants within the current decade to fight climate change and protect nature. Mr. Bezos also founded the Bezos Day One Fund, a $2 billion commitment to focus on making meaningful and lasting impacts in two areas: funding existing non-profits that help families experiencing homelessness and creating a network of new, non-profit tier-one preschools in low-income communities. Finally, Mr. Bezos founded Blue Origin with the vision of enabling a future where millions of people are living and working in space for the benefit of Earth, and owns The Washington Post, a major U.S. newspaper dedicated to the principles of a free press and winner of 70 Pulitzer Prizes. | | | Age: 59 | Director since: July 1994 | Board committees: None | Other current public company boards: None |

  14. David A. Zapolsky Secretary

    | Andrew R. Jassy President and CEO of Amazon | | Background Mr. Jassy has been President and Chief Executive Officer of the Company since July 2021. He founded and led Amazon Web Services since its inception, serving as its CEO from April 2016 to July 2021 and its Senior Vice President from April 2006 until April 2016. Mr. Jassy joined the Company in 1997, and, prior to founding AWS, he held various leadership roles across the Company, including both business-to-business and business-to-consumer. Mr. Jassy has served as a trustee and sponsor of Rainier Scholars, a program that offers a pathway to college graduation and career success for underrepresented students of color, since 2011, and serves as Chair and is a founding member of the board of directors of Rainier Prep, a charter middle school committed to college and career readiness for limited-income and immigrant students and students of color. Qualifications and Skills Mr. Jassy’s individual qualifications and skills as a director include his customer-focused point of view, his long-term perspective, his deep understanding of Amazon’s business and culture, his in-depth knowledge of human capital management issues, including oversight of workplace environment and culture, administration of diversity and inclusion initiatives, and implementation of policies and practices to promote employee engagement and effectiveness, and his ongoing contributions as President and CEO. | | | Age: 55 | Director since: July 2021 | Board committees: None | Other current public company boards: None |

  15. David A. Zapolsky Secretary

    | General (Ret.) Keith B. Alexander CEO, President, and Chair of IronNet | | Background General (Ret.) Keith B. Alexander has been Chief Executive Officer, President, and Chair of IronNet, Inc. (“IronNet”), a cybersecurity technology company he founded, since 2014. Gen. Alexander served as the Commander of U.S. Cyber Command from May 2010 to March 2014 and was Director of the National Security Agency and Chief of the Central Security Service from August 2005 to March 2014. Gen. Alexander served as a director of CSRA, Inc. from November 2015 to April 2018. Qualifications and Skills Gen. Alexander’s individual qualifications and skills as a director include his leadership and public policy experience as a high-ranking military official responsible for intelligence and national security affairs, through which he gained experience with emerging technologies and cybersecurity. Gen. Alexander further honed his entrepreneurial and commercial experience and customer experience skills in his role at IronNet. | | | Age: 71 | Director since: September 2020 | Board committees: Audit | Other current public company boards: IronNet, Inc. |

  16. David A. Zapolsky Secretary

    | Edith W. Cooper Co-Founder of Medley Living, Inc. and Former EVP of Goldman Sachs | | Background Ms. Cooper is a co-founder of Medley Living, Inc., a membership-based community for personal and professional growth that launched in September 2020. In addition, Ms. Cooper served as Executive Vice President, Global Head of Human Capital Management of Goldman Sachs Group, Inc. (“Goldman Sachs”) from March 2008 to December 2017. Previously at Goldman Sachs, Ms. Cooper led various client franchise businesses for the firm. Ms. Cooper has served as a director of PepsiCo, Inc. since September 2021, a director of MSD Acquisition Corp. since March 2021, a director of EQT AB from October 2018 to June 2022, a director of Etsy, Inc. from April 2018 to September 2021, and a director of Slack Technologies, Inc. from January 2018 to July 2021. Ms. Cooper has also served as a trustee of the Museum of Modern Art since 2017, as a member of the Museum Council of the Smithsonian National Museum of African American History and Culture since 2018, and as a trustee of Mount Sinai Health Systems, Institute for Health Equity Research, an organization dedicated to addressing longstanding disparities in health and health care, since 2017. Qualifications and Skills Ms. Cooper’s individual qualifications and skills as a director include her leadership, finance, and human capital management experience, including as a longtime senior executive at Goldman Sachs, through which she gained experience with talent development, recruiting, retention, and workplace culture, as well as her customer experience skills. | | | Age: 61 | Director since: September 2021 | Board committees: Leadership Development and Compensation | Other current public company boards: MSD Acquisition Corp., PepsiCo, Inc. |

  17. David A. Zapolsky Secretary

    | Jamie S. Gorelick Partner with Wilmer Cutler Pickering Hale and Dorr LLP | | Background Ms. Gorelick has been a partner with the law firm Wilmer Cutler Pickering Hale and Dorr LLP since July 2003. She has held numerous positions in the U.S. government, serving as Deputy Attorney General of the United States, General Counsel of the Department of Defense, Assistant to the Secretary of Energy, and a member of the bipartisan National Commission on Terrorist Threats Upon the United States. Ms. Gorelick has served as a director of VeriSign, Inc. since January 2015, a director of United Technologies Corporation from February 2000 to December 2014, and a director of Schlumberger Limited from April 2002 to June 2010. Ms. Gorelick has also served as Chair of the Urban Institute, the United States’ leading research organization dedicated to developing evidence-based insights that improve people’s lives and strengthen communities, since 2014 and as a director since 2004. She was one of the founding supporters and a long-time board member of the Washington Legal Clinic for the Homeless and served on the board of the National Women’s Law Center. Qualifications and Skills Ms. Gorelick’s individual qualifications and skills as a director include her experience as a lawyer, her leadership experience in senior governmental positions, including experience with regulatory and compliance matters, her corporate governance experience, as well as her customer experience skills and skills relating to public policy and financial statement and accounting matters. Ms. Gorelick also has deep experience addressing diversity, equity, and inclusion, both on a policy level and in practice in the workplace, through her work advising companies and institutions on anti-harassment, non-discrimination, and gender and race issues, and is sought as a counselor on climate, environmental regulation, and environmental justice issues. | | | Age: 72 | Director since: February 2012 | Board committees: Nominating and Corporate Governance (Chair) | Other current public company boards: VeriSign, Inc. |

  18. David A. Zapolsky Secretary

    | Daniel P. Huttenlocher Dean of MIT Schwarzman College of Computing | | Background Mr. Huttenlocher has been the Dean of MIT Schwarzman College of Computing since August 2019. He served as Dean and Vice Provost, Cornell Tech at Cornell University from 2012 to July 2019 and worked for Cornell University from 1988 to 2012 in various positions. Mr. Huttenlocher has served as a director of Corning Incorporated since February 2015. Mr. Huttenlocher also served on the board of the John D. and Catherine T. MacArthur Foundation from 2010 to 2022, including as its chair from 2018 to 2022. Qualifications and Skills Mr. Huttenlocher’s individual qualifications and skills as a director include his experience as an internationally recognized computer scientist and in senior positions at MIT and Cornell University, both leading universities, Cornell Tech, a research, technology commercialization, and graduate-level educational facility, and the Xerox Palo Alto Research Center, a technology research facility, through which he gained experience with emerging technologies, as well as his customer experience skills. | | | Age: 64 | Director since: September 2016 | Board committees: Leadership Development and Compensation | Other current public company boards: Corning Incorporated |

  19. David A. Zapolsky Secretary

    | Judith A. McGrath Former Chair and CEO of MTV Networks | | Background Ms. McGrath served as Chair and Chief Executive Officer of MTV Networks Entertainment Group worldwide, a division of Viacom, Inc., including Comedy Central and Nickelodeon, from July 2004 until May 2011. She was part of the original founding and launch team for MTV in 1981. Subsequent to leaving Viacom, Ms. McGrath formed a multi-media joint venture with Sony Music Entertainment called Astronauts Wanted: No Experience Necessary, identifying and creating content with emerging digital media talent, at which Ms. McGrath served as President from June 2013 to March 2018 and continued as a senior advisor from March 2018 to December 2019. Ms. McGrath served as a board member of the American Red Cross from 2011 until 2014, and has served on the board of the Rock and Roll Hall of Fame since 2007. Qualifications and Skills Ms. McGrath’s individual qualifications and skills as a director include her leadership and multimedia operations experience as a longtime senior executive of MTV Networks Entertainment Group, through which she gained experience with content creation, advertising, and content distribution, as well as her customer experience skills. As CEO of MTV, Ms. McGrath was responsible for the compensation strategy for over 12,000 employees, diversity and inclusion initiatives for the employee population, and launching new multimedia brands like LOGO, a cable channel dedicated to lifestyle and entertainment aimed at the LGBTQ+ consumer. Ms. McGrath further honed her digital and entrepreneurial experience with global customers in her role at Astronauts Wanted: No Experience Necessary. | | | Age: 70 | Director since: July 2014 | Board committees: Leadership Development and Compensation (Chair) | Other current public company boards: None |

  20. David A. Zapolsky Secretary

    | Indra K. Nooyi Former Chair and CEO of PepsiCo, Inc. | | Background Mrs. Nooyi was the Chief Executive Officer of PepsiCo, Inc., a multinational food, snack, and beverage company, from October 2006 to October 2018, where she also served as the Chair of its board of directors from May 2007 to February 2019. She was elected to PepsiCo’s board of directors and became its President and Chief Financial Officer in 2001, and held leadership roles in finance and corporate strategy and development after joining PepsiCo in 1994. Mrs. Nooyi has served as a director of Royal Philips since May 2021 and a director of Schlumberger Limited from April 2015 to April 2020. Mrs. Nooyi has also served as a trustee of The Asia Society, a global non-profit organization forging closer ties with Asia through arts, education, policy, and business outreach, since 2014; as a director of Partnership for Public Service, a non-profit, nonpartisan organization that strives for a more effective government for the American people, since 2019; as a trustee of Memorial Sloan Kettering Cancer Center, the world’s oldest and largest private cancer center, since 2020; and as a trustee of the National Gallery of Art since 2021. Qualifications and Skills Mrs. Nooyi’s individual qualifications and skills as a director include her leadership experience as a longtime senior executive at a large corporation with international operations, through which she gained experience with consumer-focused product development, international operations, and marketing issues, as well as her customer experience skills and skills relating to financial statement and accounting matters when she was CFO. At PepsiCo, Mrs. Nooyi was the architect of Performance with Purpose (“PwP”), a strategy focused on delivering financial performance while shifting the company’s portfolio to healthier products (human sustainability), reducing water use and the company’s carbon footprint and moving to a closed loop plastics system (environmental sustainability), and creating an environment at PepsiCo where all employees could be supported as associates and family builders/nurturers (talent sustainability). Mrs. Nooyi’s PwP was lauded for advancing environmental issues, implementing excellent governance, and sensible people practices. | | | Age: 67 | Director since: February 2019 | Board committees: Audit (Chair) | Other current public company boards: Royal Philips |

  21. David A. Zapolsky Secretary

    | Jonathan J. Rubinstein Former co-CEO of Bridgewater Associates, LP | | Background Mr. Rubinstein was co-CEO of Bridgewater Associates, LP, a global investment management firm, from May 2016 to April 2017. Previously, Mr. Rubinstein was Senior Vice President, Product Innovation, for the Personal Systems Group at the Hewlett-Packard Company (“HP”), a multinational information technology company, from July 2011 to January 2012, and served as Senior Vice President and General Manager, Palm Global Business Unit, at HP from July 2010 to July 2011. Mr. Rubinstein was Chief Executive Officer and President of Palm, Inc., a smartphone manufacturer, from June 2009 until its acquisition by HP in July 2010, and Chair of the Board of Palm, Inc. from October 2007 through the acquisition. Prior to joining Palm, Mr. Rubinstein was a Senior Vice President at Apple Inc., also serving as the General Manager of the iPod Division. Mr. Rubinstein has served as the lead director of Robinhood Markets, Inc. since May 2021 and a director of Qualcomm Incorporated from May 2013 to May 2016. Qualifications and Skills Mr. Rubinstein’s individual qualifications and skills as a director include his leadership and technology experience as a senior executive at large financial and technology companies, through which he gained experience with hardware devices and emerging technologies, as well as his customer experience skills and skills relating to financial statement and accounting matters. Mr. Rubinstein also has deep experience addressing human capital management issues, including oversight of workplace environment and culture, as well as in-depth knowledge of diversity, equity, and inclusion matters and environmental issues, through his roles as a senior executive and director at numerous technology and finance companies. | | | Age: 66 | Director since: December 2010 | Board committees: Nominating and Corporate Governance | Other current public company boards: Robinhood Markets, Inc. |

  22. David A. Zapolsky Secretary

    | Patricia Q. Stonesifer Former President and CEO of Martha’s Table | | Background Ms. Stonesifer served as the President and CEO of Martha’s Table, a non-profit, from April 2013 to March 2019. She served as Chair of the Board of Regents of the Smithsonian Institution from January 2009 to January 2012 and as Vice Chair from January 2012 to January 2013. From September 2008 to January 2012, she served as senior advisor to the Bill and Melinda Gates Foundation, a private philanthropic organization, where she was Chief Executive Officer from January 2006 to September 2008 and President and Co-chair from June 1997 to January 2006. Since September 2009, she has also served as a private philanthropy advisor. From 1988 to 1997, she worked in many roles at Microsoft Corporation, including as a Senior Vice President of the Interactive Media Division, and also served as the Chairwoman of the Gates Learning Foundation from 1997 to 1999. Ms. Stonesifer has served as a trustee of The Rockefeller Foundation, a private foundation dedicated to promoting the well-being of humanity throughout the world, since 2019 and as a member of the Board of Directors of Co-Impact, a global philanthropic collaborative supporting locally-rooted coalitions working to achieve impact at scale in Africa, Asia, and Latin America, since 2022. She also served as a member of the Museum Council of the Smithsonian National Museum of African American History and Culture from 2012 to 2020 and has been an emeritus member of the Museum Council since 2021. Ms. Stonesifer has been a member of the Board of Advisors of TheDream.US, a college access and success program for immigrant students, since 2020. Qualifications and Skills Ms. Stonesifer’s individual qualifications and skills as a director include her leadership experience as a senior executive at the Bill and Melinda Gates Foundation and at Microsoft, through which she gained experience with emerging technologies and consumer-focused product development and marketing issues, her knowledge of Amazon from having served as a director since 1997, her experience with non-profits from her leadership of Martha’s Table and the Bill and Melinda Gates Foundation, as well as her customer experience skills and skills relating to public policy and financial statement and accounting matters. | | | Age: 66 | Director since: February 1997 | Board committees: Nominating and Corporate Governance | Other current public company boards: None |

  23. David A. Zapolsky Secretary

    | Wendell P. Weeks Chairman and CEO of Corning Incorporated | | Background Mr. Weeks has been the Chief Executive Officer of Corning Incorporated, a glass and materials science innovator, since April 2005 and Chairman of the board of directors since April 2007. He has also held a variety of financial, commercial, business development, and general management positions across Corning’s Market-Access Platforms and technologies since he joined the company in 1983. Mr. Weeks has served on the Board of Trustees for the Corning Museum of Glass, which is dedicated to enriching and engaging local and global communities by sharing knowledge, collections, programs, facilities, and resources, since 2001. He also currently serves on the Board of Trustees for the Institute for Advanced Study and is a member of the Liveris Academy Honorary Board. He also served as a director of Merck & Co., Inc. from February 2004 to May 2020. Qualifications and Skills Mr. Weeks’s individual qualifications and skills as a director include his leadership and operations experience as a senior executive at a large, multinational corporation, experience with restructuring, emerging technologies, and product development, including his experience having earned 34 U.S. patents, as well as his customer experience skills and skills relating to financial statement and accounting matters. Mr. Weeks’s qualifications and skills also include his oversight of climate change initiatives in the areas of clean air and renewable energy, including overseeing Corning’s creation of new products in glass and ceramics vital to industry transformation, and his knowledge of diversity, equity, and inclusion initiatives through his experience launching Corning’s Office of Racial Equality and Social Unity, which is responsible for advancing community partnerships to support school diversity, community activism, and economic growth. | | | Age: 63 | Director since: February 2016 | Board committees: Audit | Other current public company boards: Corning Incorporated |

  24. David A. Zapolsky Secretary

    Director Nominee Diversity, Tenure, Skills, and Characteristics The Nominating and Corporate Governance Committee annually reviews the tenure, performance, and contributions of existing Board members to the extent they are candidates for re-election, and considers all aspects of each candidate’s qualifications and skills in the context of the Company’s needs at that point in time. Among the qualifications and skills of a candidate considered important by the Nominating and Corporate Governance Committee are: a commitment to representing the long-term interests of shareholders; customer experience skills; Internet savvy; an inquisitive and objective perspective; the willingness to take appropriate risks; leadership ability; human capital management; personal and professional ethics, integrity, and values; practical wisdom and sound judgment; international business experience; and business and professional experience in fields such as retail, operations, technology, finance/accounting, product development, intellectual property, law, multimedia entertainment, and marketing. Board Diversity As stated in the Board of Directors Guidelines on Significant Corporate Governance Issues, the Nominating and Corporate Governance Committee seeks out candidates with a diversity of experience and perspectives, including diversity with respect to race, gender, geography, and areas of expertise. The Nominating and Corporate Governance Committee includes, and has any search firm that it engages include, women, individuals from underrepresented racial/ethnic groups, and individuals who identify as LGBTQ+ in the pool from which the Committee selects director candidates. When considering candidates as potential Board members, the Board and the Nominating and Corporate Governance Committee evaluate the candidates’ ability to contribute to such diversity. The Board assesses its effectiveness in this regard as part of its annual Board and director evaluation process. Currently, of our nine independent director nominees, five are women, two are from underrepresented racial/ethnic groups, and three have served for five years or less.

  25. David A. Zapolsky Secretary

    | Board Diversity Matrix (As of April 13, 2023) | | | | Total Number of Directors | 11 | | | | Female | Male | | Directors | 5 | 6 | | Number of Directors Who Identify in Any of the Categories Below: | | | | African American or Black | 1 | — | | Asian | 1 | — | | White | 3 | 6 |

  26. David A. Zapolsky Secretary

    Board Tenure Our Board’s composition also 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 (with three new directors on-boarding and two directors leaving in the last three years). The tenure range of our director nominees is as follows:

  27. David A. Zapolsky Secretary

    | Tenure on Board | Number of Director Nominees | | More than 10 years | 4 | | 6-10 years | 3 | | 5 years or less | 4 |

  28. David A. Zapolsky Secretary

    Corporate Governance Board Leadership The Board is responsible for the control and direction of the Company. The Board represents the shareholders and its primary purpose is to build long-term shareholder value. The Chair of the Board is selected by the Board, and Jeff Bezos, our founder, currently serves as Executive Chair. The Board believes that this leadership structure is appropriate given Mr. Bezos’s role in founding Amazon and his significant ownership stake. The Board believes that this leadership structure improves the Board’s ability to focus on key policy and operational issues and helps the Company operate in the long-term interests of shareholders. In addition, the independent directors on the Board have appointed a lead director from the Board’s independent directors, currently Jonathan J. Rubinstein, in order to promote independent leadership of the Board. The lead director presides over the executive sessions of the independent directors, chairs Board meetings in the Chair’s absence, works with management and the independent directors to approve agendas, schedules, information, and materials for Board meetings, and is available to engage directly with major shareholders where appropriate. In addition, the lead director confers from time to time with the Chair of the Board and the independent directors and reviews, as appropriate, the annual schedule of regular Board meetings and major Board meeting agenda topics. The guidance and direction provided by the lead director reinforce the Board’s independent oversight of management and contribute to communication among members of the Board. Director Independence The Board has determined that the following directors are independent as defined by Nasdaq rules: Gen. Alexander, Ms. Cooper, Ms. Gorelick, Mr. Huttenlocher, Ms. McGrath, Mrs. Nooyi, Mr. Rubinstein, Ms. Stonesifer, and Mr. Weeks. In assessing directors’ independence, the Board took into account certain transactions, relationships, and arrangements involving some of the directors and concluded that such transactions, relationships, and arrangements did not impair the independence of the director. For Gen. Alexander, the Board considered payments in the past three years in the ordinary course of business from IronNet to Amazon for AWS services, which were under standard, arms-length terms and were not significant to the Company. For Mr. Weeks, the Board considered payments in the past three years in the ordinary course of business from the Company to Corning Incorporated or its affiliates. All such payments were not significant for any of these companies. Risk Oversight As part of regular Board and committee meetings, the directors oversee executives’ management of risks relevant to the Company. While the full Board has overall responsibility for risk oversight, the Board has delegated responsibility related to certain risks to the Audit Committee, the Leadership Development and Compensation Committee, and the Nominating and Corporate Governance Committee. The Audit Committee is responsible for overseeing management of risks related to our financial statements and financial reporting process, business continuity, and operational risks, the qualifications, independence, and performance of our independent auditors, the performance of our internal audit function, legal and regulatory matters, our compliance policies and procedures, tax planning and compliance, and political contributions and lobbying expenses. The Leadership Development and Compensation Committee is responsible for overseeing management of risks related to succession planning and compensation for our executive officers and our overall compensation program, including our equity-based compensation plans, as well as risks related to other human capital management matters, including workplace health and safety, culture, diversity, discrimination, and harassment. The Nominating and Corporate Governance Committee is responsible for overseeing management of risks related to our environmental, sustainability, and corporate social responsibility practices, including risks related to our operations and our supply chain. In particular, the Nominating and Corporate Governance Committee and the Leadership Development and Compensation Committee oversee and receive regular reports from, and provide direction to, management on our specific initiatives and goals related to sustainability, human capital, health and safety, public policy, and diversity, equity, and inclusion. For example, the Leadership Development and Compensation Committee oversaw the publication of our first safety report in January 2022 and an updated safety report in March 2023 and met regularly with leaders in our Worldwide Operations and Workplace Health and Safety organizations, the Senior Vice President, People eXperience and Technology, and the Vice President and leader of our global diversity, equity, and inclusion organization to review in detail progress on our metrics, goals, and initiatives related to workplace health and safety and diversity, equity, and inclusion, respectively. The full Board regularly reviews reports from management on various aspects of our business, including related risks and tactics and strategies for addressing them. At least annually, the Board reviews our CEO succession planning as described in our Board of Directors Guidelines on Significant Corporate Governance Issues. An ad hoc committee of the Board comprised of independent directors (Gen. Alexander and Messrs. Huttenlocher and Rubinstein) receives reports from management and reports to the Board at least annually on data protection and cybersecurity matters and reviews the measures implemented by the Company to identify and mitigate data protection and cybersecurity risks. The Company requires employees with access to information systems, including all corporate employees, to undertake data protection and cybersecurity training and compliance programs annually. Corporate Governance Documents Please visit our investor relations website at www.amazon.com/ir, “Corporate Governance,” for additional information on our corporate governance, including: • our Amended and Restated Certificate of Incorporation and Bylaws; • the Board of Directors Guidelines on Significant Corporate Governance Issues, which includes policies on shareholder communications with the Board, director attendance at our annual meetings, director resignations to facilitate our majority vote standard, director stock ownership guidelines, succession planning, and compensation clawbacks; • the charters approved by the Board for the Audit Committee, the Leadership Development and Compensation Committee, and the Nominating and Corporate Governance Committee; • the Code of Business Conduct and Ethics; and • our U.S. Political Engagement Policy and Statement. Environmental, Social, and Human Capital Initiatives We regularly publish information regarding our sustainability, environmental, social, and human capital goals and initiatives on our website, including in our sustainability report titled “Delivering Progress Every Day.” This report also includes our reporting under the Sustainability Accounting Standards Board (“SASB”), Task Force on Climate-Related Financial Disclosures (“TCFD”), and UN Guiding Principles on Business and Human Rights reporting frameworks. Key highlights from our website and this report include: •

  29. David A. Zapolsky Secretary

    The Climate Pledge and Renewable Energy. With our co-founder Global Optimism, in 2019 we announced The Climate Pledge, a goal to reach net-zero carbon emissions across our operations by 2040, a decade ahead of the Paris Agreement’s goal of 2050. We are proud that more than 400 companies across 55 industries and 35 countries have joined The Climate Pledge. As part of this commitment, we publish our carbon footprint and calculation methodology. Amazon also launched The Climate Pledge Fund in 2020 to support the development of sustainable and decarbonizing technologies and services. This dedicated investment program—with an initial $2 billion in funding—invests in visionary companies whose products and solutions are expected to facilitate the transition to a low-carbon economy. In addition, we established the Right Now Climate Fund, a $100 million fund to remove or avoid carbon emissions by restoring and conserving forests, wetlands, and grasslands around the world. In addition, we are on a path to powering our operations with 100% renewable energy by 2025—five years ahead of our original target of 2030. In 2022, we set a new record for the most renewable energy purchased in a single year and remained the world’s largest corporate buyer of renewable energy—a position we’ve held since 2020. We are also decarbonizing our transportation network by deploying zero-emission vehicles, using low-carbon fuels, investing in emerging technologies, and collaborating with others to accelerate cross-sector innovation. We plan to deploy 100,000 custom electric delivery vehicles by 2030. Circular Economy and Avoiding and Managing Waste. We are working to send less material to landfills and more back into the circular economy loop. Amazon is minimizing waste, including food waste, increasing recycling, and providing options for our customers to recycle, repair, or trade in their items as well as shop for like-new and refurbished products. We created our Frustration-Free Packaging program to encourage manufacturers to package their products in easy-to-open, 100% recyclable packaging, and since 2015, we have eliminated more than 1.5 million tons of packaging material and reduced per-shipment packaging weight by 38%. We are improving the design and materials used for our packaging, reducing weight, and improving the composition of our plastic packaging to use less material and incorporate more recycled content. In the midst of a rapid increase in customer orders throughout the pandemic, we continued to take steps to reduce single-use plastics in our outbound packaging, and we have disclosed for 2021 our reduction of average plastic packaging weight per shipment and total metric tons of single-use plastic being used across our global operations network to ship orders to customers. We are also giving customers access to products that are more sustainable, including both Amazon-branded products and third-party items we offer that feature sustainability certifications through our Climate Pledge Friendly program. • Investing in Our Communities. Amazon supports our communities by providing access to food and basic needs, supporting disaster relief, and investing in access to computer science education. In 2021, we established the Amazon Housing Equity Fund to provide more than $2 billion in low-rate loans and grants to preserve and create affordable homes for individuals and families earning moderate to low incomes in our three hometown communities—Washington state’s Puget Sound region; the Washington, D.C., and Arlington, Virginia, metropolitan areas; and Nashville, Tennessee. The Amazon Housing Equity Fund has had a significant, positive impact on rental affordability in communities Amazon calls home, with more than $1.6 billion in loans and grants committed. These commitments have preserved or created over 12,500 affordable units to house more than 18,000 people. In 2021, we launched the Black Business Accelerator, a $150 million initiative to help build sustainable equity and growth for Black-owned businesses. • Human Rights. Our commitment and approach to human rights are informed by leading international standards and frameworks developed by the United Nations (“UN”) and the International Labour Organization (“ILO”). Amazon is committed to respecting and supporting the UN Guiding Principles on Business and Human Rights, the UN Universal Declaration of Human Rights, the Core Conventions of the ILO, and the ILO Declaration on Fundamental Principles and Rights at Work. We have codified our commitment to human rights in our Amazon Global Human Rights Principles. We also publish Supply Chain Standards, which detail the requirements and expectations for our suppliers, their supply chains, and selling partners who list products in our stores, and they are grounded in principles of inclusivity, continuous improvement, and supply chain accountability. We focus our supply chain efforts on key commitment areas: Safe Workplaces, Freely Chosen Employment, Gender Equity, Fair Wages, Environmental Protection, and Grievance Mechanisms. In addition, we have worked with a sustainability and human rights consulting firm to identify salient human rights risks across our business. Building on this work, we have made progress on our salient human rights risks and furthered our efforts to implement human rights due diligence mechanisms, including by using human rights impact assessments as a due diligence tool to identify and address adverse impacts business activities might have on individuals such as workers, local community members, or consumers. • Human Capital. We support our employees through initiatives focusing on workplace health and safety, investments in benefits and opportunities, and employee engagement. Safety is integral to everything we do—every day, in every country, and across our business—and we continually enhance and improve our safety processes, programs, and technology. From 2019 to 2022, we invested approximately $1 billion in safety initiatives unrelated to COVID-19 and, in 2023, we are investing another approximately $550 million in safety initiatives. In March 2023, we also published our second annual safety report highlighting our commitment to and innovations in worker safety and disclosing key safety metrics. In the United States, we are a leader in providing our front-line employees in customer fulfillment and transportation average pay of more than $19 per hour, more than double the federal minimum wage. In addition, we provide numerous benefits to our employees, including comprehensive medical benefits, a 401(k) plan with a Company match, and up to 20 weeks of parental leave (birth parents are eligible for up to 20 weeks of leave and partners up to six). We also provide access to Amazon’s Career Choice program, in which we fund full college tuition as well as high school diplomas, GEDs, and English as a Second Language proficiency certifications for our front-line employees, which is part of our expected investment of $1.2 billion in employee skills training by 2025. •

  30. David A. Zapolsky Secretary

    Leadership Development and Compensation Committee The Leadership Development and Compensation Committee evaluates our programs and practices relating to talent and leadership development, reviews and establishes compensation of the Company’s executive officers, oversees management of risks for succession planning and our overall compensation program, including our equity-based compensation plans, and oversees the Company’s strategies and policies related to human capital management, all with a view towards maximizing long-term shareholder value. The Committee may engage compensation consultants but did not do so in 2022, and during 2022 reviewed and discussed peer company compensation benchmarking and surveys prepared by management and by a consulting firm hired by management to provide survey data. The Committee oversees the Company’s Code of Business Conduct and Ethics with respect to compliance with, and reports pursuant to, the Company’s workplace non-discrimination and anti-harassment policies. Additional information on the Committee’s processes and procedures for considering and determining executive compensation is contained in the Compensation Discussion and Analysis section of this Proxy Statement.

  31. David A. Zapolsky Secretary

    Director Nominations The Nominating and Corporate Governance Committee considers candidates for director who are recommended by its members, by other Board members, by shareholders, and by management, as well as those identified by a third-party search firm retained to assist in identifying and evaluating possible candidates. The Nominating and Corporate Governance Committee evaluates director candidates recommended by shareholders in the same way that it evaluates candidates recommended by its members, other members of the Board, or other persons, as described above under “Director Nominee Diversity, Tenure, Skills, and Characteristics.” Shareholder Recommendations for Directors Shareholders wishing to submit recommendations for director candidates for consideration by the Nominating and Corporate Governance Committee must provide the following information in writing to the attention of the Secretary of Amazon.com, Inc. by certified or registered mail: • the name, address, and biography of the candidate, and an indication of whether the candidate has expressed a willingness to serve; • the name, address, and phone number of the shareholder or group of shareholders making the recommendation; and • the number of shares of common stock beneficially owned by the shareholder or group of shareholders making the recommendation, the length of time held, and to the extent any shareholder is not a registered holder of such securities, proof of such ownership. To be considered by the Nominating and Corporate Governance Committee for the 2024 Annual Meeting of Shareholders, a director candidate recommendation must be received by the Secretary of Amazon.com, Inc. by December 15, 2023. Our Bylaws provide a proxy access right for shareholders, pursuant to which a shareholder, or group of up to 20 shareholders, may include director nominees (representing up to 20% of the number of directors in office) in our proxy materials for annual meetings of our shareholders. To be eligible to utilize these proxy access provisions, the shareholder or group must have owned at least 3% of the aggregate of the issued and outstanding shares of our common stock continuously for at least the prior three years and must satisfy the additional eligibility, procedural, and disclosure requirements set forth in our Bylaws. Compensation of Directors Director Compensation Philosophy Our directors do not receive cash compensation for their services as directors or as members of committees of the Board, but we pay reasonable expenses incurred for attending meetings. At the discretion of the Board, directors are eligible to receive stock-based awards under the 1997 Plan. Similar to compensation for our employees, the compensation for our Board members is aligned with long-term value creation because it consists solely of restricted stock unit awards that have three-year vesting periods. Likewise, because our compensation program is designed to promote long-term performance and operate over a period of years, directors typically do not receive stock-based awards every year, and instead have in the past received awards only once every three years. Our Board members’ compensation will be negatively impacted if our stock price declines and will be favorably impacted if the stock performs beyond the initial stock price at grant date. By not accepting cash compensation, only restricted stock unit awards, the Board sets a tone at the top that compensation should be based on long-term value creation. 2022 Stock Awards Based on the Nominating and Corporate Governance Committee’s recommendation, the Board approved restricted stock unit awards for: (1) 6,360 shares to Mrs. Nooyi on March 9, 2022, vesting in three equal annual installments on May 15, 2023, May 15, 2024, and May 15, 2025; and (2) 7,419 shares to Ms. Stonesifer and Messrs. Huttenlocher and Rubinstein on September 21, 2022, vesting in three equal annual installments on November 15, 2023, November 15, 2024, and November 15, 2025. The March 2022 awards were designed to provide approximately $318,000 in compensation annually, and the September 2022 awards were designed to provide approximately $329,000 in compensation annually, in each case based on an assumed value of the restricted stock units vesting in each year, which compensation represents the 50th percentile for annual director compensation among a group of peer companies. When determining the amount and vesting schedule for directors’ restricted stock unit awards, the Nominating and Corporate Governance Committee and Board have not varied awards based on specific committee service. Each grant compensates for future performance, and no portion of a restricted stock unit award vests until the year after it is granted. If a director leaves the Board prior to a vest date for any reason, he or she will forfeit all or any portion of the restricted stock unit award that has not previously vested. The following table sets forth for the year ended December 31, 2022 all compensation reportable for directors who served during 2022, as determined by SEC rules.

  32. Director Compensation for 2022

    Director Compensation for 2022

  33. Director Compensation for 2022

    | Name | Stock Awards(1) | | Jeffrey P. Bezos(2) | $— | | Andrew R. Jassy(2) | — | | Keith B. Alexander(3) | — | | Edith W. Cooper(4) | — | | Jamie S. Gorelick(5) | — | | Daniel P. Huttenlocher(6) | 898,478 | | Judith A. McGrath(7) | — | | Indra K. Nooyi(8) | 881,108 | | Jonathan J. Rubinstein(6) | 898,478 | | Patricia Q. Stonesifer(6) | 898,478 | | Wendell P. Weeks(9) | — |

  34. Director Compensation for 2022

    (1) Stock awards are reported at aggregate grant date fair value as determined under applicable accounting standards. The grant date fair value for restricted stock units as reported in the table above is determined based on the number of shares granted multiplied by the average of the high and the low trading price of common stock of the Company on the grant date, without regard to the fact that the grants vest over three years. See Note 1, “Description of Business, Accounting Policies, and Supplemental Disclosures—Stock-Based Compensation,” in Item 8, “Financial Statements and Supplementary Data,” in our 2022 Annual Report on Form 10-K. (2) Mr. Bezos and Mr. Jassy did not receive any compensation for their services as directors in addition to their compensation for services as executive officers. (3) Gen. Alexander held 1,920 unvested restricted stock units as of December 31, 2022. (4) Ms. Cooper held 3,800 unvested restricted stock units as of December 31, 2022. (5) Ms. Gorelick held 3,920 unvested restricted stock units as of December 31, 2022. (6) Ms. Stonesifer and Messrs. Huttenlocher and Rubinstein each held 7,419 unvested restricted stock units as of December 31, 2022. (7) Ms. McGrath held 1,920 unvested restricted stock units as of December 31, 2022. (8) Mrs. Nooyi held 6,360 unvested restricted stock units as of December 31, 2022. (9) Mr. Weeks held 5,700 unvested restricted stock units as of December 31, 2022. ITEM 2—RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS Under the rules and regulations of the SEC and Nasdaq, the Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of our independent auditors. In addition, the Audit Committee considers the independence of our independent auditors and participates in the selection of the independent auditor’s lead engagement partner. The Audit Committee has appointed, and, as a matter of good corporate governance, is requesting ratification by the shareholders of the appointment of, the registered public accounting firm of Ernst & Young LLP (“E&Y”) to serve as independent auditors for the fiscal year ending December 31, 2023. E&Y has served as our independent auditor since 1996. The Audit Committee considered a number of factors in determining whether to re-engage E&Y as the Company’s independent registered public accounting firm, including the length of time the firm has served in this role, the firm’s professional qualifications and resources, the firm’s past performance, and the firm’s capabilities in handling the breadth and complexity of our business, as well as the potential impact of changing independent auditors. The Board of Directors and the Audit Committee believe that the continued retention of E&Y as the Company’s independent auditor is in the best interests of the Company and its shareholders. If shareholders do not ratify the selection of E&Y, the Audit Committee will evaluate the shareholder vote when considering the selection of a registered public accounting firm for the audit engagement for the 2024 fiscal year. In addition, if shareholders ratify the selection of E&Y as independent auditors, the Audit Committee may nevertheless periodically request proposals from the major registered public accounting firms and as a result of such process may select E&Y or another registered public accounting firm as our independent auditors.

  35. Director Compensation for 2022

    | Why We Recommend You Support This Proposal | | • The Audit Committee undertakes a robust evaluation process each year to confirm that the retention of E&Y as our independent auditor continues to be in our shareholders’ best interests. • E&Y has served as our independent auditor since 1996, which provides the firm with a deep understanding, and the ability to handle the breadth and complexity, of our business. • E&Y provides only limited services other than audit and audit-related services. |

  36. Director Compensation for 2022

    | The Board of Directors recommends a vote “FOR” ratification of the appointment of E&Y as our independent auditors for the fiscal year ending December 31, 2023. |

  37. Director Compensation for 2022

    AUDITORS Representatives of E&Y are expected to participate in the Annual Meeting and will have an opportunity to make a statement and respond to appropriate questions from shareholders. Fee Information The table below sets forth the aggregate audit fees billed and expected to be billed by E&Y for the indicated fiscal year and the fees billed and expected to be billed by E&Y for all other services rendered during the indicated fiscal year:

  38. Director Compensation for 2022

    | | Fiscal 2022 | Fiscal 2021 | | Audit Fees | $33,840,000 | $29,364,000 | | Audit-Related Fees | 8,022,000 | 5,667,000 | | Tax Fees | 0 | 0 | | All Other Fees | 0 | 325,000 | | Total Fees | 41,862,000 | 35,356,000 |

  39. Director Compensation for 2022

    Audit Fees Audit fees include the aggregate fees for the audit of our annual consolidated financial statements and internal controls, and the reviews of each of the quarterly consolidated financial statements included in our Forms 10-Q. These fees also include statutory and other audit work performed with respect to certain of our subsidiaries. Audit-Related Fees Audit-related fees include accounting advisory services related to the accounting treatment of transactions or events, including acquisitions, and to the adoption of new accounting standards, as well as additional procedures related to accounting records performed to comply with regulatory reporting requirements and providing certain attest reports, including for sustainability reporting. Tax Fees Tax fees, if any, include tax compliance services and assistance with tax audits. All Other Fees All other fees, if any, were for advisory services related to sustainability reporting. Pre-Approval Policies and Procedures All of the fees described above were approved by the Audit Committee. The Audit Committee is responsible for overseeing the audit fee negotiations associated with the retention of E&Y to perform the audit of our annual consolidated financial statements and internal controls. The Audit Committee has adopted a pre-approval policy under which the Audit Committee approves in advance all audit and non-audit services to be performed by our independent auditors. As part of its pre-approval policy, the Audit Committee considers whether the provision of any proposed non-audit services is consistent with the SEC’s rules on auditor independence. In accordance with the pre-approval policy, the Audit Committee has pre-approved certain specified audit and non-audit services to be provided by E&Y if they are initiated within 18 months after the date of the pre-approval (or within such other period from the date of pre-approval as may be provided). If there are any additional AUDITORS services to be provided, a request for pre-approval must be submitted by management to the Audit Committee for its consideration under the policy. Finally, in accordance with the pre-approval policy, the Audit Committee has delegated pre-approval authority to each of its members. Any member who exercises this authority must report any pre-approval decisions to the Audit Committee at its next meeting. Audit Committee Report The Audit Committee is composed solely of independent directors meeting the applicable requirements of the Nasdaq rules. The Audit Committee reviews the Company’s financial reporting process on behalf of the Board. Management has the primary responsibility for establishing and maintaining adequate internal control over financial reporting, for preparing the financial statements, and for the reporting process. The Audit Committee members do not serve as professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management and the independent registered public accounting firm. The Company’s independent auditors are engaged to audit and report on the conformity of the Company’s financial statements to accounting principles generally accepted in the United States and the effectiveness of the Company’s internal control over financial reporting. In this context, the Audit Committee reviewed and discussed with management and the independent auditors the audited financial statements for the year ended December 31, 2022 (the “Audited Financial Statements”), management’s assessment of the effectiveness of the Company’s internal control over financial reporting, and the independent auditors’ evaluation of the Company’s system of internal control over financial reporting. The Audit Committee has discussed with Ernst & Young LLP, the Company’s independent auditors, the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the Securities and Exchange Commission. In addition, the Audit Committee has received the written disclosures and the letter from the independent auditors required by applicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence, and has discussed with the independent auditors the independent auditors’ independence. Based upon the reviews and discussions referred to above, the Audit Committee recommended to the Board that the Audited Financial Statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, for filing with the Securities and Exchange Commission. The Audit Committee

  40. Keith B. Alexander Indra K. Nooyi Wendell P. Weeks

    Keith B. Alexander Indra K. Nooyi Wendell P. Weeks ITEM 3—ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION We are asking shareholders to approve, on an advisory basis, the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table, and the related compensation tables and narrative. As described in the Compensation Discussion and Analysis section of this Proxy Statement, the Leadership Development and Compensation Committee has structured our executive compensation program to tie total compensation to long-term performance that supports shareholder value, as reflected primarily in our stock price. We believe our executive compensation program works well for our employees and for our shareholders. For example, as of the end of 2022, our stock price had increased approximately 8,836% over twenty years (a compound annual growth rate of 25%), 570% over ten years, and 44% over five years. This does not mean that our stock price increased on a year-over-year basis each of these years; for example, in 2014, our stock declined by 22%, and in 2022 our stock declined by 50%. As a result, the Compensation Actually Paid (as defined by the SEC) to our executives was directly impacted by our stock price decline during 2022. As shown in the Pay Versus Performance Table on page 106, Compensation Actually Paid to Mr. Jassy in 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, both as a result of our stock price decline and fewer shares vesting compared to 2021, showing the alignment between our executive compensation program and our shareholder returns. In addition, 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. We urge shareholders to read the Compensation Discussion and Analysis, as well as the Summary Compensation Table and related compensation tables and narrative, which provide detailed information on the compensation of our named executive officers. The Leadership Development and Compensation Committee and the Board believe that the policies and procedures articulated in the Compensation Discussion and Analysis are effective in achieving our goals and that the compensation of our named executive officers has supported and contributed to our success. This item is being presented pursuant to Section 14A of the Securities Exchange Act of 1934, as amended. After the 2023 Annual Meeting, our next advisory vote on executive compensation will occur at our 2024 Annual Meeting of Shareholders unless the Company announces otherwise following the Board of Directors’ consideration of the advisory vote provided in Item 4 of this Proxy Statement regarding the frequency of future advisory votes on executive compensation. Although this advisory vote is not binding, the Leadership Development and Compensation Committee will consider the voting results when evaluating our executive compensation program.

  41. Keith B. Alexander Indra K. Nooyi Wendell P. Weeks

    | Why We Recommend You Support This Proposal | | • 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 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. |

  42. Background and Effect of the Proposal

    Background and Effect of the Proposal France adopted the 2018 Finance Law in December 2017 (the “Finance Law”), which introduced changes to the terms under which French tax-qualified restricted stock units may be granted to employees of our subsidiaries in France pursuant to our French sub-plan(s). One of the conditions for granting French tax-qualified restricted stock units under the Finance Law is that the restricted stock units are granted pursuant to an equity incentive plan approved by shareholders on or after January 1, 2018. Shareholder approval of this proposal is intended to satisfy this requirement of the Finance Law so that we may grant tax-qualified restricted stock units to employees of our subsidiaries in France. Under the Finance Law, and as described in further detail under “Finance Law” in Appendix A to this Proxy Statement, our French employees and subsidiaries may benefit from certain favorable French income and social tax treatment with respect to grants of tax-qualified restricted stock units, provided certain conditions are met. Following shareholder approval of this proposal, we will determine whether or not to seek to satisfy the other requirements to grant tax-qualified restricted stock units in France, and if tax-qualified restricted stock units are granted, the grants will be made under a new French sub-plan intended to qualify for the preferential French tax treatment under the Finance Law.

  43. Background and Effect of the Proposal

    | The Board of Directors recommends a vote “FOR” reapproval of the Company’s 1997 Stock Incentive Plan, as amended and restated, for purposes of French tax law. |

  44. SUPPORTING STATEMENT

    SUPPORTING STATEMENT This proposal encourages the Leadership Development and Compensation Committee (the “Committee”) to consider whether the Company’s senior executive officer compensation is internally aligned with the Company’s pay practices for its other employees. To ensure that our Company’s senior executive compensation is reasonable relative to our Company’s overall employee pay philosophy and structure, we believe that the Committee should also consider the pay of all Company employees when setting senior executive compensation. This proposal does not require the Committee to use employee pay data in any specific way to set senior executive compensation. Rather, this proposal is a recommended improvement to the Committee’s process for setting the dollar amounts of senior executive compensation. Under this proposal, how the Committee would consider employee compensation is within its discretion. The Committee also will retain authority to use peer group data or any other relevant information when setting senior executive compensation levels. Like at many companies, our Company has used peer group benchmarks to set its senior executive pay. Over time, using peer group benchmarks to set senior executive compensation can lead to pay inflation. Although many companies target executive compensation at the median of their peer group, certain companies have targeted their executive pay above median. 73 See The Ten Principles of the UN Global Compact, available at https://www.unglobalcompact.org/what-is-gc/mission/principles/principle-3. 74 See Q&As on Business and freedom of association, available at https://www.ilo.org/empent/areas/business-helpdesk/tools-resources/ WCMS_DOC_ENT_HLP_FOA_FAQ_EN/lang--en/index.htm#Q3. 75 See Amazon’s Human Rights Commitment, Policy and Practice: Freedom of Association and Collective Bargaining, available at https:// www.aboutamazon.com/news/policy-news-views/amazons-human-rights-commitment-policy-and-practice. In addition, peer groups may include larger or more successful companies where executive compensation is higher. (Charles Elson and Craig Ferrere, “Executive Superstars, Peer Groups and Overcompensation,” Journal of Corporation Law, Spring 2013.) High pay ratios between senior executives and other employees can negatively affect morale and productivity. According to one study, labor productivity as measured by sales per employee was lower for companies with higher pay ratios. (Samuel Block, “Income Inequality and the Intracorporate Pay Gap,” MSCI, April 2016.) Another study found that high pay ratios can negatively affect consumer purchases. (Bhavya Mohan et. al., “Consumers Avoid Buying From Firms With Higher CEO to Worker Pay Ratios,” Journal of Consumer Psychology, April 2018.) We note that in 2021, the annual total compensation of our Company’s CEO was $212.7 million compared to the Company’s median employee compensation of $32,855. Nearly all of our Company’s 2021 CEO compensation was in the form of time-vesting restricted stock that did not include performance criteria. The Company’s CEO to median employee pay ratio was 6,474:1 in 2021, the highest pay ratio out of all S&P 500 Index companies in that year.

  45. End of Shareholder Proposal and Statement of Support

    | Our Approach to Broad-Based Compensation | | Our goal of providing competitive compensation arrangements to attract and retain the best talent applies throughout the Company. In the United States, we are a leader in providing our front-line employees in customer fulfillment and transportation average pay of more than $19 per hour, more than double the federal minimum wage. In addition, we provide numerous benefits to our employees, including comprehensive medical benefits, a 401(k) plan with a Company match, and up to 20 weeks of parental leave (birth parents are eligible for up to 20 weeks of leave and partners up to six). We also provide access to Amazon’s Career Choice program, in which we fund full college tuition as well as high school diplomas, GEDs, and English as a Second Language proficiency certifications for our front-line employees, part of an expected investment of $1.2 billion in free skills training by 2025. We have created hundreds of thousands of jobs since 2020, increasing our total employees worldwide to more than 1.5 million. |

  46. End of Shareholder Proposal and Statement of Support

    | What we heard | Our response | | General support for the long-term, owner-oriented nature of our stock awards and how they support our operations and culture, but concern with the size of promotion and new-hire awards made in 2020 and 2021 and questions on how they relate to our traditional program. | • Faced with the most significant senior leadership succession in the Company’s history, the grants made in 2020 and 2021 in connection with these promotions and new hire were larger than the periodic awards the Company has granted in the past, but the vesting terms are consistent with our overall program focusing on long-term stock price appreciation. • For our named executives other than Messrs. Bezos and Jassy, in 2022 the Committee approved long-term restricted stock unit awards that were comparable in size and consistent with our past every-other-year periodic grants. | | Questions regarding the size of the 2021 restricted stock unit award granted to Mr. Jassy in connection with his promotion to President and CEO of Amazon and whether other awards may be granted to him in addition to the promotion award. | • The Committee did not grant Mr. Jassy a periodic equity award in 2022, even though the Committee has typically granted periodic restricted stock unit awards to our executive officers in even-numbered years. Mr. Jassy’s 2021 grant is intended to represent most of Mr. Jassy’s compensation for the coming years. • Mr. Jassy’s 2021 restricted stock unit award does not begin to vest until 2023, and more than 80% of the shares are scheduled to vest in 2026 through 2031 (years 5 through 10). The number of shares vesting under his stock awards declines 23% from 2021 through 2025, so Mr. Jassy cannot increase, or even hold constant, the realized value of his 2021 stock award unless we create value for all shareholders through a higher stock price. • As a result of changes in our stock price over the past year, the value of Mr. Jassy’s 2021 restricted stock unit award was less than half of its grant date value as of the end of 2022. |

  47. End of Shareholder Proposal and Statement of Support

    | Suggestions that we should condition vesting some portion of our equity awards on the achievement of pre-established, objective performance conditions, either generally or with some portion of Mr. Jassy’s 2021 equity award. | • Shareholders expressed differing views on this topic, and even among shareholders who advocate performance-based vesting in general, there were divergent views as to specific performance criteria that would be appropriate, with a number of larger shareholders affirmatively disfavoring ESG-based vesting criteria. • A number of shareholders stated that it was helpful to discuss this topic with the Chair of the Committee and, while favoring discrete performance goals generally, understand the Committee’s consideration of this issue and that the current program is unique to Amazon and works effectively. Instead of seeking to placate near-term criticism by adopting near-term performance conditions, the Committee believes that investors are best served by having management focused on initiatives that will support long-term shareholder value, which includes careful ESG stewardship, and that this objective can best be achieved by foregoing awards that prioritize discrete financial, environmental, or social goals. • Given the long-term vesting conditions on Mr. Jassy’s 2021 restricted stock unit award, his compensation is fully aligned with our long-term stock price performance, as reflected in the fact that Compensation Actually Paid as defined by the SEC to Mr. Jassy in 2022 was negative $148 million and his 2022 realized compensation declined by 25% from 2021 as our stock price declined over the course of the year. |

  48. 2022 Summary Compensation Table

    2022 Summary Compensation Table

  49. 2022 Summary Compensation Table

    | Name and Principal Position | Year | Salary | Stock Awards(1) | All Other Compensation | Total | | Andrew R. Jassy President and Chief Executive Officer | 2022 | $317,500 | $— | $981,223(2) | $1,298,723 | | | 2021 | 175,000 | 211,933,520 | 592,649 | 212,701,169 | | | 2020 | 175,000 | 35,639,068 | 34,381 | 35,848,449 | | Jeffrey P. Bezos Founder and Executive Chair | 2022 | 81,840 | — | 1,600,000(3) | 1,681,840 | | | 2021 | 81,840 | — | 1,600,000 | 1,681,840 | | | 2020 | 81,840 | — | 1,600,000 | 1,681,840 | | Brian T. Olsavsky SVP and Chief Financial Officer | 2022 | 313,750 | 17,861,193 | 6,100(4) | 18,181,043 | | | 2021 | 160,000 | — | 3,200 | 163,200 | | | 2020 | 160,000 | 17,010,985 | 3,200 | 17,174,185 | | Douglas J. Herrington CEO Worldwide Amazon Stores | 2022 | 309,997 | 42,880,341 | 25,441(2) | 43,215,779 | | Adam N. Selipsky CEO Amazon Web Services | 2022 | 317,500 | 40,752,682 | 43,113(2) | 41,113,295 | | | 2021 | 109,722 | 81,294,756 | 49,045 | 81,453,523 | | David A. Zapolsky SVP, General Counsel, and Secretary | 2022 | 313,750 | 17,861,193 | 6,100(4) | 18,181,043 | | | 2021 | 160,000 | — | 3,200 | 163,200 | | | 2020 | 160,000 | 17,010,985 | 3,200 | 17,174,185 |

  50. 2022 Summary Compensation Table

    (1) Stock awards are reported at aggregate grant date fair value in the year granted, as determined under applicable accounting standards. Grant date fair value for restricted stock units is determined based on the number of shares granted multiplied by the average of the high and the low trading price of common stock of the Company on the grant date, without regard to the fact that the grants vest over a number of years. See Note 1, “Description of Business, Accounting Policies, and Supplemental Disclosures—Stock-Based Compensation,” in Item 8, “Financial Statements and Supplementary Data,” in our 2022 Annual Report on Form 10-K. (2) Reflects the value of cash and/or shares of common stock we contributed to the named executive officer’s account in our 401(k) plan and the approximate aggregate incremental cost to Amazon of security arrangements in addition to security arrangements provided at business facilities and for business travel ($975,123, $19,341, and $37,013 for Messrs. Jassy, Herrington, and Selipsky, respectively). We believe that all Company-incurred security costs are reasonable and necessary and for the Company’s benefit. (3) Represents the approximate aggregate incremental cost to Amazon of security arrangements for Mr. Bezos in addition to security arrangements provided at business facilities and for business travel. We believe that all Company-incurred security costs are reasonable and necessary and for the Company’s benefit, and that the amount of the reported security expenses for Mr. Bezos is especially reasonable in light of his low salary and the fact that he has never received any stock-based compensation. Represents the value of cash and/or shares of common stock we contributed to the named executive officer’s account in our 401(k) plan. Grants of Plan-Based Awards

  51. Grants of Plan-Based Awards in 2022

    Grants of Plan-Based Awards in 2022

  52. Grants of Plan-Based Awards in 2022

    | Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock Awards(1) | | Andrew R. Jassy | — | — | $— | | Jeffrey P. Bezos | — | — | — | | Brian T. Olsavsky | 4/5/2022 | 107,800(2)(3) | 17,861,193 | | Douglas J. Herrington | 4/5/2022 | 67,660(2)(4) | 11,210,467 | | | 6/23/2022 | 286,696(2)(5) | 31,669,874 | | Adam N. Selipsky | 4/5/2022 | 245,960(2)(6) | 40,752,682 | | David A. Zapolsky | 4/5/2022 | 107,800(2)(7) | 17,861,193 |

  53. Grants of Plan-Based Awards in 2022

    (1) Stock awards are reported at aggregate grant date fair value, as determined under applicable accounting standards. Grant date fair value for restricted stock units is determined based on the number of shares granted multiplied by the average of the high and the low trading price of common stock of the Company on the grant date, without regard to the fact that the grants vest over a number of years. The holder of the restricted stock unit award does not have any voting, dividend, or other ownership rights in the shares of common stock subject to the award unless and until the award vests and the shares are issued. (2) The vesting schedule reflects total compensation targets for future years based on the number of shares vesting and stock price assumptions for each future year. (3) This award vests based upon the following vesting schedule: 2,260 shares on May 21, 2023; 2,240 shares on each of August 21, 2023, November 21, 2023, and February 21, 2024; 3,240 shares on each of May 21, 2024, August 21, 2024, November 21, 2024, and February 21, 2025; 3,940 shares on each of May 21, 2025, August 21, 2025, and November 21, 2025; 3,920 shares on February 21, 2026; 9,920 shares on May 21, 2026; 9,900 shares on each of August 21, 2026, November 21, 2026, and February 21, 2027; 7,640 shares on May 21, 2027; and 7,620 shares on each of August 21, 2027, November 21, 2027, and February 21, 2028. (4) This award vests based upon the following vesting schedule: 2,600 shares on each of May 21, 2024, August 21, 2024, November 21, 2024, and February 21, 2025; 3,520 shares on May 21, 2025; 3,500 shares on each of August 21, 2025, November 21, 2025, and February 21, 2026; 2,860 shares on May 21, 2026; 2,840 shares on each of August 21, 2026, November 21, 2026, and February 21, 2027; 7,980 shares on May 21, 2027; and 7,960 shares on each of August 21, 2027, November 21, 2027, and February 21, 2028. (5) This award vests based upon the following vesting schedule: 39,466 shares on each of November 15, 2022 and February 15, 2023; 9,659 shares on each of May 15, 2023, August 15, 2023, November 15, 2023, and February 15, 2024; 13,753 shares on each of May 15, 2024, August 15, 2024, and November 15, 2024; 13,752 shares on February 15, 2025; 11,960 shares on May 15, 2025; 11,959 shares on each of August 15, 2025, November 15, 2025, and February 15, 2026; 9,353 shares on May 15, 2026; 9,352 shares on each of August 15, 2026, November 15, 2026, and February 15, 2027; 7,218 shares on each of May 15, 2027, August 15, 2027, and November 15, 2027; and 7,217 shares on February 15, 2028. (6) This award vests based upon the following vesting schedule: 7,780 shares on May 21, 2023; 7,760 shares on each of August 21, 2023, November 21, 2023, and February 21, 2024; 9,000 shares on each of May 21, 2024, August 21, 2024, November 21, 2024, and February 21, 2025; 9,780 shares on each of May 21, 2025, August 21, 2025, November 21, 2025, and February 21, 2026; 19,740 shares on each of May 21, 2026 and August 21, 2026; 19,720 shares on each of November 21, 2026 and February 21, 2027; 15,220 shares on each of May 21, 2027, August 21, 2027, and November 21, 2027; and 15,200 shares on February 21, 2028. (7) This award vests based upon the following vesting schedule: 2,260 shares on May 21, 2023; 2,240 shares on each of August 21, 2023, November 21, 2023, and February 21, 2024; 3,240 shares on each of May 21, 2024, August 21, 2024, November 21, 2024, and February 21, 2025; 3,940 shares on each of May 21, 2025, August 21, 2025, and November 21, 2025; 3,920 shares on February 21, 2026; 9,920 shares on May 21, 2026; 9,900 shares on each of August 21, 2026, November 21, 2026, and February 21, 2027; 7,640 shares on May 21, 2027; and 7,620 shares on each of August 21, 2027, November 21, 2027, and February 21, 2028. Outstanding Equity Awards and Stock Vested The following table sets forth information concerning the outstanding stock awards held at December 31, 2022 by the named executive officers.

  54. Outstanding Equity Awards at 2022 Fiscal Year-End

    Outstanding Equity Awards at 2022 Fiscal Year-End

  55. Outstanding Equity Awards at 2022 Fiscal Year-End

    | Name | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested(1) | | Andrew R. Jassy Restricted stock units | 1,687,020(2) | $141,709,680 | | Jeffrey P. Bezos | — | — | | Brian T. Olsavsky Restricted stock units | 263,300(3) | 22,117,200 | | Douglas J. Herrington Restricted stock units | 547,990(4) | 46,031,160 | | Adam N. Selipsky Restricted stock units | 520,080(5) | 43,686,720 | | David A. Zapolsky Restricted stock units | 263,300(6) | 22,117,200 |

  56. Outstanding Equity Awards at 2022 Fiscal Year-End

    (1) Reflects the closing market price of our common stock on December 30, 2022, $84.00, multiplied by the number of restricted stock units that were not vested as of December 31, 2022. (2) Reflects shares of our common stock subject to: (a) a restricted stock unit award that vested as to 60,000 shares on February 15, 2023; (b) a restricted stock unit award vesting as follows, assuming continued employment: 20,100 shares on May 21, 2023; and 20,120 shares on each of August 21, 2023, November 21, 2023, and February 21, 2024; (c) a restricted stock unit award vesting as follows, assuming continued employment: 25,000 shares on each of May 21, 2023, August 21, 2023, November 21, 2023, and February 21, 2024; (d) a restricted stock unit award vesting as follows, assuming continued employment: 31,960 shares on each of May 21, 2024, August 21, 2024, November 21, 2024, and February 21, 2025; and 24,680 shares on each of May 21, 2025, August 21, 2025, November 21, 2025, and February 21, 2026; and (e) a restricted stock unit award vesting as follows, assuming continued employment: 10,000 shares on each of May 21, 2023, August 21, 2023, November 21, 2023, and February 21, 2024; 20,000 shares on each of May 21, 2024, August 21, 2024, November 21, 2024, and February 21, 2025; 25,000 shares on each of May 21, 2025, August 21, 2025, November 21, 2025, and February 21, 2026; and 50,000 shares on each of May 21, 2026, August 21, 2026, November 21, 2026, February 21, 2027, May 21, 2027, August 21, 2027, November 21, 2027, February 21, 2028, May 21, 2028, August 21, 2028, November 21, 2028, February 21, 2029, May 21, 2029, August 21, 2029, November 21, 2029, February 21, 2030, May 21, 2030, August 21, 2030, November 21, 2030, and February 21, 2031. (3) Reflects shares of our common stock subject to: (a) a restricted stock unit award that vested as to 13,780 shares on February 21, 2023; and vesting as follows, assuming continued employment: 10,600 shares on May 21, 2023; and 10,620 shares on each of August 21, 2023, November 21, 2023, and February 21, 2024; (b) a restricted stock unit award that vested as to 2,980 shares on February 21, 2023; and vesting as follows, assuming continued employment: 3,940 shares on each of May 21, 2023, August 21, 2023, November 21, 2023, and February 21, 2024; 11,360 shares on each of May 21, 2024, August 21, 2024, and November 21, 2024; 11,380 shares on February 21, 2025; 8,760 shares on each of May 21, 2025, August 21, 2025, and November 21, 2025; and 8,780 shares on February 21, 2026; and (c) a restricted stock unit award vesting as follows, assuming continued employment: 2,260 shares on May 21, 2023; 2,240 shares on each of August 21, 2023, November 21, 2023, and February 21, 2024; 3,240 shares on each of May 21, 2024, August 21, 2024, November 21, 2024, and February 21, 2025; 3,940 shares on each of May 21, 2025, August 21, 2025, and November 21, 2025; 3,920 shares on February 21, 2026; 9,920 shares on May 21, 2026; 9,900 shares on each of August 21, 2026, November 21, 2026, and February 21, 2027; 7,640 shares on May 21, 2027; and 7,620 shares on each of August 21, 2027, November 21, 2027, and February 21, 2028. The number and value of shares that would have vested in the event of death as of December 31, 2022 is 127,760 shares and $10,731,840. Reflects shares of our common stock subject to: (a) a restricted stock unit award that vested as to 14,660 shares on February 21, 2023; and vesting as follows, assuming continued employment: 11,280 shares on May 21, 2023; and 11,300 shares on each of August 21, 2023, November 21, 2023, and February 21, 2024; (b) a restricted stock unit award that vested as to 3,980 shares on February 21, 2023; and vesting as follows, assuming continued employment: 4,900 shares on each of May 21, 2023, August 21, 2023, and November 21, 2023; 4,920 shares on February 21, 2024; 12,640 shares on May 21, 2024; 12,660 shares on each of August 21, 2024, November 21, 2024, and February 21, 2025; and 9,760 shares on each of May 21, 2025, August 21, 2025, November 21, 2025, and February 21, 2026; (c) a restricted stock unit award vesting as follows, assuming continued employment: 7,500 shares on each of May 21, 2023, August 21, 2023, November 21, 2023, February 21, 2024, May 21, 2026, August 21, 2026, November 21, 2026, and February 21, 2027; (d) a restricted stock unit award vesting as follows, assuming continued employment: 2,600 shares on each of May 21, 2024, August 21, 2024, November 21, 2024, and February 21, 2025; 3,520 shares on May 21, 2025; 3,500 shares on each of August 21, 2025, November 21, 2025, and February 21, 2026; 2,860 shares on May 21, 2026; 2,840 shares on each of August 21, 2026, November 21, 2026, and February 21, 2027; 7,980 shares on May 21, 2027; and 7,960 shares on each of August 21, 2027, November 21, 2027, and February 21, 2028; and (e) a restricted stock unit award that vested as to 39,466 shares on February 15, 2023; and vesting as follows, assuming continued employment: 9,659 shares on each of May 15, 2023, August 15, 2023, November 15, 2023, and February 15, 2024; 13,753 shares on each of May 15, 2024, August 15, 2024, and November 15, 2024; 13,752 shares on February 15, 2025; 11,960 shares on May 15, 2025; 11,959 shares on each of August 15, 2025, November 15, 2025, and February 15, 2026; 9,353 shares on May 15, 2026; 9,352 shares on each of August 15, 2026, November 15, 2026, and February 15, 2027; 7,218 shares on each of May 15, 2027, August 15, 2027, and November 15, 2027; and 7,217 shares on February 15, 2028. The number and value of shares that would have vested in the event of death as of December 31, 2022 is 278,561 shares and $23,399,124. (5) Reflects shares of our common stock subject to: (a) a restricted stock unit award that vested as to 29,500 shares on February 15, 2023; and vesting as follows, assuming continued employment: 25,620 shares on May 15, 2023; 25,640 shares on each of August 15, 2023, November 15, 2023, and February 15, 2024; 20,040 shares on each of May 15, 2024, August 15, 2024, and November 15, 2024; 20,060 shares on February 15, 2025; 15,460 shares on May 15, 2025; and 15,480 shares on each of August 15, 2025, November 15, 2025, and February 15, 2026; and (b) a restricted stock unit award vesting as follows, assuming continued employment: 7,780 shares on May 21, 2023; 7,760 shares on each of August 21, 2023, November 21, 2023, and February 21, 2024; 9,000 shares on each of May 21, 2024, August 21, 2024, November 21, 2024, and February 21, 2025; 9,780 shares on each of May 21, 2025, August 21, 2025, November 21, 2025, and February 21, 2026; 19,740 shares on each of May 21, 2026 and August 21, 2026; 19,720 shares on each of November 21, 2026 and February 21, 2027; 15,220 shares on each of May 21, 2027, August 21, 2027, and November 21, 2027; and 15,200 shares on February 21, 2028. The number and value of shares that would have vested in the event of death as of December 31, 2022 is 250,220 shares and $21,018,480. (6)

  57. Outstanding Equity Awards at 2022 Fiscal Year-End

    Reflects shares of our common stock subject to: (a) a restricted stock unit award that vested as to 13,780 shares on February 21, 2023; and vesting as follows, assuming continued employment: 10,600 shares on May 21, 2023; and 10,620 shares on each of August 21, 2023, November 21, 2023, and February 21, 2024; (b) a restricted stock unit award that vested as to 2,980 shares on February 21, 2023; and vesting as follows, assuming continued employment: 3,940 shares on each of May 21, 2023, August 21, 2023, November 21, 2023, and February 21, 2024; 11,360 shares on each of May 21, 2024, August 21, 2024, and November 21, 2024; 11,380 shares on February 21, 2025; 8,760 shares on each of May 21, 2025, August 21, 2025, and November 21, 2025; and 8,780 shares on February 21, 2026; and (c) a restricted stock unit award vesting as follows, assuming continued employment: 2,260 shares on May 21, 2023; 2,240 shares on each of August 21, 2023, November 21, 2023, and February 21, 2024; 3,240 shares on each of May 21, 2024, August 21, 2024, November 21, 2024, and February 21, 2025; 3,940 shares on each of May 21, 2025, August 21, 2025, and November 21, 2025; 3,920 shares on February 21, 2026; 9,920 shares on May 21, 2026; 9,900 shares on each of August 21, 2026, November 21, 2026, and February 21, 2027; 7,640 shares on May 21, 2027; and 7,620 shares on each of August 21, 2027, November 21, 2027, and February 21, 2028. The number and value of shares that would have vested in the event of death as of December 31, 2022 is 127,760 shares and $10,731,840.

  58. Stock Vested in 2022

    Stock Vested in 2022 The following table sets forth information concerning stock awards that vested during the last fiscal year with respect to the named executive officers.

  59. Stock Vested in 2022

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting(1) | | Andrew R. Jassy | 248,080 | $31,868,010 | | Jeffrey P. Bezos | — | — | | Brian T. Olsavsky | 71,380 | 8,975,930 | | Douglas J. Herrington | 120,206 | 14,096,258 | | Adam N. Selipsky | 122,360 | 15,779,395 | | David A. Zapolsky | 71,380 | 8,975,930 |

  60. Stock Vested in 2022

    (1) Amount is the number of shares of stock acquired upon vesting multiplied by the closing market price of our common stock on the vesting date (or the preceding trading day if the vesting date was not a trading day). Potential Payments Upon Termination of Employment or Change-in-Control Termination and Change-in-Control Agreements or Arrangements We do not have any contracts, agreements, or arrangements with any of our named executive officers providing for additional benefits or payments in connection with a termination of employment, change in job responsibility, or change-in-control. Upon termination of employment for any reason other than death, all unvested restricted stock units expire. Restricted stock units held by any employee other than the CEO vest upon death to the extent they otherwise were scheduled to vest within two years. The number of shares and dollar value of the unvested stock-based awards held by named executive officers other than the CEO that would have vested based on the closing price of our common stock of $84.00 on December 30, 2022 is set forth in notes (3) through (6) of the “Outstanding Equity Awards at 2022 Fiscal Year-End” table. Change-in-Control Provisions of 1997 Plan In the event of (i) the merger or consolidation in which we are not the surviving corporation pursuant to which shares of common stock are converted into cash, securities, or other property (other than a merger in which holders of common stock immediately before the merger have the same proportionate ownership of the capital stock of the surviving corporation immediately after the merger), (ii) the sale, lease, exchange, or other transfer of all or substantially all of our assets (other than a transfer to a majority-owned subsidiary), or (iii) the approval by the holders of common stock of any plan or proposal for our liquidation or dissolution (each a “Corporate Transaction”), the Leadership Development and Compensation Committee will determine whether provision will be made in connection with the Corporate Transaction for the assumption of stock-based awards under the 1997 Plan or the substitution of appropriate new awards covering the stock of the successor corporation or an affiliate of the successor corporation. If the Leadership Development and Compensation Committee determines that no such assumption or substitution will be made, vesting of outstanding awards under the 1997 Plan will automatically accelerate so that such awards become 100% vested immediately before the Corporate Transaction. On a hypothetical basis, assuming the Leadership Development and Compensation Committee had made such a determination in a Corporate Transaction that closed on December 31, 2022, the dollar value of the unvested stock-based awards held by named executive officers that would have vested based on the closing price of our common stock of $84.00 on December 30, 2022 is set forth in the “Outstanding Equity Awards at 2022 Fiscal Year-End” table. Pay Versus Performance Table Pursuant to recently adopted SEC rules, the following table and accompanying description sets forth information for the past three fiscal years regarding compensation as calculated under SEC rules and certain financial performance measures specified under SEC rules.

  61. Pay Versus Performance

    Pay Versus Performance

  62. Pay Versus Performance

    | Year | Summary Compensation Table Total | | Compensation Actually Paid | | Average Summary Compensation Table Total for Non-CEO NEOs | Average Compensation Actually Paid to Non-CEO NEOs | Value of Initial $100 Investment Based On: | | | Amazon Net Income (in millions) | | | for First CEO (Bezos) | for Second CEO (Jassy) | to First CEO (Bezos) | to Second CEO (Jassy) | | | Amazon Total Share- holder Return | Peer Group Total Shareholder Return | | | | | | | | | | | | NYSE Tech | S&P Retail | | | 2022 | N/A | $1,298,723 | N/A | $(147,737,654) | $24,474,600 | $(1,202,006) | $91 | $119 | $115 | $(2,722) | | 2021 | $1,681,840 | 212,701,169 | $1,681,840 | 208,002,373 | 34,463,624 | 35,578,404 | 180 | 203 | 175 | 33,364 | | 2020 | 1,681,840 | N/A | 1,681,840 | N/A | 29,121,373 | 62,790,104 | 176 | 173 | 146 | 21,331 |

  63. Pay Versus Performance

    The table above shows for each year covered by the table: • The “Total Compensation” reported in the Summary Compensation Table and the “Compensation Actually Paid,” as defined by SEC rules, for (1) Jeffrey P. Bezos, who served as our principal executive officer during 2020 and through July 4, 2021 (the “First CEO”), (2) Andrew R. Jassy, who has served as our principal executive officer since July 5, 2021 (the “Second CEO”), and (3) all of our named executive officers in each covered year other than the principal executive officer (the “Non-CEO NEOs”), expressed as an average; • Our total shareholder return, expressed as a dollar value assuming a $100 investment on December 31, 2019, and the total shareholder return of the NYSE Technology Index and the S&P 500 Retailing Index over the same periods; and • Our net income (rounded to the nearest million dollars). Consistent with SEC guidance, no additional performance measures are shown because, as discussed in the Compensation Discussion and Analysis, the Company does not use any financial performance measures to link executive compensation to company performance since our executives’ compensation is tied directly to the creation of shareholder value, as reflected by changes in our total shareholder return. “Compensation Actually Paid” is an SEC-defined term and differs from an executive’s “take home pay” and W-2 income as determined for tax purposes. It includes amounts that may not be earned until future years (if and when equity awards actually vest) and that will be forfeited if the executive quits, retires, or is fired before equity awards vest. As required by SEC rules, “Compensation Actually Paid” is equal to (1) Salary and All Other Compensation, as reported in the Summary Compensation Table (equal to the Summary Compensation Table Total Compensation minus Row A in the table below), plus (2) the fair value of restricted stock unit awards granted to an executive during the year, if any, valued as of the end of the year or as of the vest date to the extent they vested in the year of grant (Row B in the table below), adjusted for (3) the effect of any increase or decrease in the price of our common stock on the value of unvested restricted stock unit awards granted to our executives in prior years, measured from the end of the prior year through the restricted stock units’ vesting dates for awards that vested during the year (Row C in the table below) or through the end of the year for awards that remained unvested at the end of the year (Row D in the table below). A reconciliation between Summary Compensation Table Total Compensation and Compensation Actually Paid, and information on who our Non-CEO NEOs were for each year, is set forth below. The fair value of all equity awards is based on the closing price of our common stock on the vesting or valuation date (or the preceding trading day if such date was not a trading day).

  64. Pay Versus Performance

    | | Jassy 2022 | Jassy 2021 | Bezos 2021 and 2020 | 2022 Average for Non-CEO NEOs(1) | 2021 Average for Non-CEO NEOs(2) | 2020 Average for Non-CEO NEOs(3) | | Summary Compensation Table Total Compensation | $1,298,723 | $212,701,169 | $1,681,840 | $24,474,600 | $34,463,624 | $29,121,373 | | A (Minus) Grant Date Fair Value of Awards Granted During the Year | N/A | (211,933,520) | N/A | (23,871,081) | (34,220,969) | (28,945,732) | | B Plus Fair Value as of Year-End or (if applicable) Vest Date of Equity Awards Granted during the Year | N/A | 203,394,740 | N/A | 13,825,313 | 34,156,470 | 29,965,384 | | C Plus (Minus) Change from Prior Year-End in Fair Value of Awards That Vested During the Year | (9,491,144) | 1,072,189 | N/A | (2,747,599) | 297,231 | 6,812,709 | | D Plus (Minus) Year-over-Year Change in Fair Value of Unvested Awards Granted in Prior Years | (139,545,233) | 2,767,795 | N/A | (12,883,239) | 882,048 | 25,836,370 | | Compensation Actually Paid | $(147,737,654)(4) | $208,002,373 | $1,681,840 | $(1,202,006)(4) | $35,578,404 | $62,790,104 |

  65. Pay Versus Performance

    (1) The Company’s Non-CEO NEOs in 2022 were Adam N. Selipsky (2021 and 2022), Brian T. Olsavsky (2020, 2021, and 2022), David A. Zapolsky (2020, 2021, and 2022), Douglas J. Herrington (2022), and Jeffrey P. Bezos (2022). (2) The Company’s Non-CEO NEOs in 2021 were Mr. Selipsky (2021 and 2022), Mr. Olsavsky (2020, 2021, and 2022), David H. Clark (2020 and 2021), and Mr. Zapolsky (2020, 2021, and 2022). (3) The Company’s Non-CEO NEOs in 2020 were Mr. Jassy (2020), Mr. Olsavsky (2020, 2021, and 2022), Mr. Clark (2020 and 2021), and Mr. Zapolsky (2020, 2021, and 2022). (4) “Compensation Actually Paid” to Mr. Jassy and the Company’s non-CEO NEOs for 2022 are negative numbers due to the decline in the value of their equity awards and do not indicate that they were required to pay amounts to Amazon. Description of Pay Versus Performance Data As discussed in more detail in the Compensation Discussion and Analysis, our executive compensation program prioritizes stock-based compensation that vests over many years and encourages motivated, customer-centric employees to think and act like owners, because they are owners. Accordingly, we do not tie cash or equity compensation to one or a few discrete performance goals, and instead we focus on long-term shareholder value that is realized by share price appreciation. When we set our executives’ target compensation for periodic restricted stock unit grants, we assume a fixed annual increase in the stock price so that our executives’ compensation is negatively impacted if our stock price is flat, declines, or otherwise performs below the initial stock price assumption, and is favorably impacted if the stock performs beyond the initial stock price assumption. Because of these features, our executive compensation is highly transparent and strongly aligned with shareholder value, as shown in the tables below. Relationship between Compensation Actually Paid and Amazon’s TSR The restricted stock unit awards granted to our named executive officers generally carry long-term vesting schedules, as described above in the Compensation Discussion and Analysis. As a result, our share price performance as reflected in our TSR directly and significantly affects Compensation Actually Paid. Thus, as shown in the graphic below, in 2022 when our TSR declined approximately 50%, our CEO’s Compensation Actually Paid was negative $148 million, reflecting the fact that the value of restricted stock units that vested during the year declined by approximately $9.5 million from those awards’ value at the end of the prior year, and that the value of his unvested restricted stock units declined by more than $139 million. In 2021, Mr. Jassy was granted a unique restricted stock unit award in connection with his promotion to CEO. None of the shares subject to that award vests until 2023, and more than 80% of the shares are scheduled to vest in 2026 through 2031 (years 5 through 10). Thus, the amount actually realized under Mr. Jassy’s 2021 restricted stock unit award, which accounts for substantially all of his 2021 Compensation Actually Paid, was not actually earned by, or paid to, Mr. Jassy in 2021 and instead will depend on and align directly with our future stock price performance over the term of the award. The Compensation Actually Paid to Mr. Bezos, who served as our CEO in 2020 and the first half of 2021, consisted of a fixed salary and the value of security arrangements provided for Mr. Bezos. Due to Mr. Bezos’s substantial stock ownership, he believes he is appropriately incentivized and his interests are appropriately aligned with shareholders’ interests. Accordingly, Mr. Bezos has never received any stock-based compensation or any cash compensation from Amazon other than his salary. Similarly, as shown in the graphic below, the change in the fair value of restricted stock unit awards held by our Non-CEO NEOs (Rows C and D in the table above) closely aligns with year-over-year changes in our TSR. Restricted stock unit awards that are granted during the year based on considerations described in each year’s Compensation Discussion and Analysis are the other primary element affecting Compensation Actually Paid (Row B in the table above). The amounts actually realized under these awards will depend on and align directly with our future stock price performance over the terms of the awards. The graphic below shows the relationship between the two primary elements of Compensation Actually Paid (“CAP”) to our CEO and our Non-CEO NEOs—consisting of (a) the fair value of restricted stock units granted during the year and (b) the change in fair value of restricted stock units granted in prior years—in each case compared to Amazon’s TSR over the past three fiscal years.

  66. Pay Versus Performance

    | CEO CAP vs. Amazon’s TSR | Non-CEO NEOs CAP vs. Amazon’s TSR | | | |

  67. Pay Versus Performance

    Relationship between Compensation Actually Paid and Amazon’s Net Income; Relationship between Amazon’s TSR and Peer Group TSR We believe that the Pay Versus Performance data shown in the tables and graphics above strongly and clearly demonstrates that our executive compensation program focuses on long-term shareholder value that is realized by share price appreciation. Compensation Actually Paid is not related to changes in our net income, which for example grew 56% from 2020 to 2021 and decreased 108% from 2021 to 2022 (reflecting non-operating items, such as changes in estimates affecting depreciation, amortization, and stock-based compensation, and beginning in the fourth quarter of 2021, quarter-to-quarter fluctuations in the stock market’s value of our investment in Rivian Automotive), while our stock price improved only modestly in 2021 and declined in 2022. We believe the lack of correlation between Compensation Actually Paid and our Net Income demonstrates the difficulty of selecting financial performance criteria that are as effective in reflecting our overall performance as our share price performance. Over the past three fiscal years, our share price performed better than one or both of our peer groups over some time periods and has performed worse than the peer groups over other periods, including over the past three fiscal years. We believe that the alignment between our stock price performance and the elements of Compensation Actually Paid discussed above and the disparity between our TSR and the TSRs of these two industry peer groups reinforces the considerations, discussed above in the Compensation Discussion and Analysis, that have led the Leadership Development and Compensation Committee to refrain from selecting relative TSR as a performance criteria; specifically, that peer group selections reflect a company’s profile at a particular point in time, which may become inappropriate given the dynamic and evolving nature of Amazon’s operations, particularly in light of the five year or greater time horizons over which our executives’ equity awards vest. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The following table sets forth information concerning our equity compensation plans as of December 31, 2022:

  68. Pay Versus Performance

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans | | Equity compensation plans approved by shareholders | 384,374,761(1) | 1,351,038,987(2) | | Equity compensation plans not approved by shareholders | — | 376,259,440 | | Total | 384,374,761(3) | 1,727,298,427 |

  69. Pay Versus Performance

    (1) Includes 384,374,761 shares issuable pursuant to restricted stock unit awards, which awards may be granted only under our shareholder-approved 1997 Plan. There is no exercise price associated with a restricted stock unit award. Accordingly, we have not included a column in the table reporting the weighted-average exercise price of outstanding awards. (2) The 1997 Plan authorizes the issuance of options and restricted stock unit awards. (3) Excludes 28,000 shares of common stock issuable upon exercise of stock options having a weighted-average exercise price of $10.05 under equity plans assumed by Amazon as a result of acquisitions. Equity Compensation Plans Not Approved by Security Holders The Board adopted the 1999 Nonofficer Employee Stock Option Plan (the “1999 Plan”) to enable the grant of nonqualified stock options to employees, consultants, agents, advisors, and independent contractors of Amazon and its subsidiaries who are not officers or directors of Amazon. Restricted stock units, our primary form of stock-based compensation since 2002, are not granted from the 1999 Plan. The 1999 Plan, which does not have a fixed expiration date, has not been approved by our shareholders. The Leadership Development and Compensation Committee is the administrator of the 1999 Plan, and as such determines all matters relating to options granted under the 1999 Plan, including the selection of the recipients, the size of the grants, and the conditions to vesting and exercisability. The Leadership Development and Compensation Committee has delegated authority to make grants under the 1999 Plan to another committee of the Board and to certain officers, subject to specified limitations on the size and terms of such grants. A maximum of 800 million shares of common stock were reserved for issuance under the 1999 Plan. General The enclosed proxy is solicited by the Board of Directors of Amazon for the Annual Meeting of Shareholders to be held at 9:00 a.m., Pacific Time, on Wednesday, May 24, 2023, and any adjournment or postponement thereof. We will conduct a virtual online Annual Meeting this year, so our shareholders can participate from any geographic location with Internet connectivity. We believe this enhances accessibility to our Annual Meeting for all of our shareholders and reduces the carbon footprint of our activities. Shareholders may participate in the Annual Meeting at www.virtualshareholdermeeting.com/AMZN2023 and may submit questions during or in advance of the Annual Meeting. Our principal offices are located at 410 Terry Avenue North, Seattle, Washington 98109. This Proxy Statement is first being made available to our shareholders on or about April 13, 2023. Outstanding Securities and Quorum Only holders of record of our common stock, par value $0.01 per share, at the close of business on March 30, 2023, the record date, will be entitled to notice of, and to vote at, the Annual Meeting. On that date, we had 10,258,001,388 shares of common stock outstanding and entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each other item to be voted on at the Annual Meeting. A majority of the outstanding shares of common stock entitled to vote, present or represented by proxy, constitutes a quorum for the transaction of business at the Annual Meeting. Abstentions and broker nonvotes will be included in determining the presence of a quorum for the Annual Meeting. Internet Availability of Proxy Materials We are furnishing proxy materials to some of our shareholders via the Internet by mailing a Notice of Internet Availability of Proxy Materials, instead of mailing or e-mailing copies of those materials. The Notice of Internet Availability of Proxy Materials directs shareholders to a website where they can access our proxy materials, including our proxy statement and our annual report, and view instructions on how to vote via the Internet, mobile device, or by telephone. If you received a Notice of Internet Availability of Proxy Materials and would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you have previously elected to receive our proxy materials via e-mail, you will continue to receive access to those materials electronically unless you elect otherwise. We encourage you to register to receive all future shareholder communications electronically, instead of in print. This means that access to the annual report, proxy statement, and other correspondence will be delivered to you via e-mail. Proxy Voting Shares that are properly voted via the Internet, mobile device, or by telephone or for which proxy cards are properly executed and returned will be voted at the Annual Meeting in accordance with the directions given or, in the absence of directions, will be voted in accordance with the Board’s recommendations as follows: “FOR” the election of each of the nominees to the Board named herein; “FOR” the ratification of the appointment of our independent auditors; “FOR” approval, on an advisory basis, of our executive compensation as described in this Proxy Statement; on an advisory basis, to conduct future advisory votes on executive compensation every “ONE YEAR”; “FOR” reapproval of our 1997 Plan for purposes of French tax law; and “AGAINST” each of the shareholder proposals presented at the Annual Meeting. It is not expected that any additional matters will be brought before the Annual Meeting, but if other matters are properly brought before the Annual Meeting, the persons named as proxies in the proxy card or their substitutes will vote in their discretion on such matters as they determine appropriate. Voting via the Internet, mobile device, or by telephone helps save money by reducing postage and proxy tabulation costs. To vote by any of these methods, read this Proxy Statement, have your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form in hand, and follow the instructions below for your preferred method of voting. Each of these voting methods is available 24 hours per day, seven days per week. We encourage you to cast your vote by one of the following methods:

  70. Pay Versus Performance

    | | | | | VOTE BY INTERNET Shares Held of Record: http://www.proxyvote.com | VOTE BY QR CODE Shares Held of Record: See Proxy Card | VOTE BY TELEPHONE Shares Held of Record: 800-690-6903 | | Shares Held in Street Name: See Notice of Internet Availability or Voting Instruction Form | Shares Held in Street Name: See Notice of Internet Availability or Voting Instruction Form | Shares Held in Street Name: See Voting Instruction Form |

  71. Pay Versus Performance

    The manner in which your shares may be voted depends on how your shares are held. If you own shares of record, meaning that your shares are represented by certificates or book entries in your name so that you appear as a shareholder on the records of Computershare, our stock transfer agent, you may vote by proxy, meaning you authorize individuals named in the proxy card to vote your shares. You may provide this authorization by voting via the Internet, mobile device, by telephone, or (if you have received paper copies of our proxy materials) by returning a proxy card. You also may participate in and vote during the Annual Meeting. If you own common stock of record and you do not vote by proxy or at the Annual Meeting, your shares will not be voted. If you own shares in street name, meaning that your shares are held by a bank, brokerage firm, or other nominee, you may instruct that institution on how to vote your shares. You may provide these instructions by voting via the Internet, mobile device, by telephone, or (if you have received paper copies of proxy materials through your bank, brokerage firm, or other nominee) by returning a voting instruction form received from that institution. You also may participate in and vote during the Annual Meeting. If you own common stock in street name and do not either provide voting instructions or vote during the Annual Meeting, the institution that holds your shares is permitted but not required to vote your shares on your behalf with respect to the ratification of the appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2023, but cannot vote your shares on any other matters being considered at the meeting. Other Matters As of the date of this Proxy Statement there are no other matters that we intend to present, or have reason to believe others will present, at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the accompanying proxy grants the persons named as proxies or their substitutes discretion to vote on such matters as they determine appropriate. Voting Standard

  72. Pay Versus Performance

    | Item(s) | Voting Standard to Approve | Treatment of Abstentions | Treatment of Broker Non-Votes(1) | | Item 1—Election of Directors | The number of votes cast for such nominee’s election must exceed the votes cast against such nominee’s election(2) | No effect on the outcome | No effect on the outcome | | Item 2—Ratification of the Appointment of Ernst & Young LLP as Independent Auditors | Affirmative vote of a majority of the outstanding shares of common stock present or represented by proxy and entitled to vote on the matter | Counted as present and entitled to vote but not counted as affirmative vote in support | No effect on the outcome | | Item 3—Advisory Vote to Approve Executive Compensation | | | | | Item 4—Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation | | | | | Item 5—Reapproval of Our 1997 Plan for Purposes of French Tax Law | | | | | Items 6-23—Shareholder Proposals | | | |

  73. Pay Versus Performance

    (1) Broker nonvotes occur when a person holding shares in street name, such as through a brokerage firm, does not provide instructions as to how to vote those shares and the broker then does not vote those shares on the shareholder’s behalf as to some (but less than all) items. (2) If the votes cast for any nominee do not exceed the votes cast against the nominee, the Board will consider whether to accept or reject such director’s resignation, which is tendered to the Board pursuant to the Board of Directors Guidelines on Significant Corporate Governance Issues. Revocation If you own common stock of record, you may revoke your proxy or change your voting instructions at any time before your shares are voted at the Annual Meeting by delivering to the Secretary of Amazon.com, Inc. a written notice of revocation or a duly executed proxy (via the Internet, mobile device, or telephone or by returning a proxy card) bearing a later date or by participating in and voting during the Annual Meeting. A shareholder owning common stock in street name may revoke or change voting instructions by contacting the bank, brokerage firm, or other nominee holding the shares or by participating in and voting during the Annual Meeting. Participating in the Annual Meeting Virtual Meeting This year’s Annual Meeting will be accessible through the Internet. We are conducting a virtual online Annual Meeting so our shareholders can participate from any geographic location with Internet connectivity. We believe this enhances accessibility to our Annual Meeting for all of our shareholders and reduces the carbon footprint of our activities. We have worked to offer the same rights and opportunities to participate as were provided at the in-person portion of our past meetings, while providing an online experience available to all shareholders regardless of their location. Participation You are entitled to participate in the Annual Meeting if you were a shareholder as of the close of business on March 30, 2023, the record date, or hold a valid proxy for the meeting. To participate in the Annual Meeting, including to vote, shareholders of record must access the meeting website at www.virtualshareholdermeeting.com/AMZN2023 and enter the 16-digit control number found on the Notice of Internet Availability of Proxy Materials or on the proxy card provided to you with this Proxy Statement, or that is set forth within the body of the email sent to you with the link to this Proxy Statement. If your shares are held in street name and your Notice of Internet Availability of Proxy Materials or voting instruction form indicates that you may vote those shares through the www.proxyvote.com website, then you may access, participate in, and vote at the Annual Meeting with the 16-digit control number indicated on that Notice of Internet Availability of Proxy Materials or voting instruction form. Otherwise, shareholders who hold their shares in street name should contact their bank, broker, or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in, or vote at the Annual Meeting. Regardless of whether you plan to participate in the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Accordingly, we encourage you to vote in advance of the Annual Meeting. Shareholders are able to submit questions for the Annual Meeting’s question and answer session during the meeting through www.virtualshareholdermeeting.com/AMZN2023. Shareholders who have been provided or obtained a 16-digit control number may submit a question in advance of the meeting at www.proxyvote.com after logging in with that control number. Each shareholder will be limited to one question. We will post answers to shareholder questions received regarding our Company on our investor relations website at www.amazon.com/ir as soon as is practical after the meeting. We also will post a replay of the Annual Meeting on our investor relations website, which will be available following the meeting. Additional information regarding the rules and procedures for participating in the Annual Meeting (including any adjournment thereof) will be set forth in our meeting rules of conduct, which shareholders can view during the meeting at the meeting website or during the ten days prior to the meeting at www.proxyvote.com. We encourage you to access the Annual Meeting before it begins. Online check-in will be available at www.virtualshareholdermeeting.com/AMZN2023 approximately 15 minutes before the meeting starts on May 24, 2023. If you have difficulty accessing the meeting, please call 844-976-0738 (toll free) or 303-562-9301 (international). We will have technicians available to assist you. Pay Ratio Disclosure The 2022 annual total compensation of our median compensated employee (identified from all full- and part-time permanent and temporary employees worldwide, excluding our CEO) was $34,195; Mr. Jassy’s 2022 annual total compensation as reported under SEC rules was $1,298,723, resulting in a ratio of those amounts of 1-to-38. For 2022, the median annual total compensation for all U.S. full-time Amazon employees was $41,762, up from $39,677 as reported for 2021, reflecting average pay for front-line employees in customer fulfillment and transportation of more than $19 per hour. In addition to competitive compensation, we provide numerous benefits to our employees, including comprehensive medical benefits, a 401(k) plan with a Company match, and up to 20 weeks of parental leave (birth parents are eligible for up to 20 weeks of leave and partners up to six). We also provide access to Amazon’s Career Choice program, in which we fund full college tuition as well as high school diplomas, GEDs, and English as a Second Language proficiency certifications for our front-line employees, part of an expected investment of $1.2 billion in free skills training by 2025. For purposes of identifying the median compensated employee, we took into account salary, bonus, and grant date fair value of restricted stock units granted during the year for all our employees as of October 1, 2022. We also annualized compensation for employees who did not work the entire year, except for employees designated as seasonal or temporary. Certain Relationships and Related Person Transactions Jeff Bezos, our founder and Executive Chair, owns Blue Origin, an aerospace manufacturer and spaceflight services company, and entities that publish The Washington Post, and we do business in the ordinary course with each company. In 2022, Amazon sold approximately $10.6 million of consumer goods to Blue Origin under a line of credit. In 2022, Amazon purchased approximately $1.8 million of advertising from, and paid approximately $9.4 million related to digital content to, the Washington Post entities, all on terms negotiated on an arms-length basis. As previously disclosed, in 2022, Amazon announced agreements with Blue Origin and a third party pursuant to which it expects to pay approximately $7.4 billion for satellite launch and related services through 2028, of which approximately $2.7 billion was expected to be paid to Blue Origin. The actual amounts paid to Blue Origin and the third party may be higher or lower based on various factors. Since the beginning of the last fiscal year, Amazon paid approximately $1.7 billion under the agreements, and approximately $585 million is estimated to have been paid to Blue Origin. Grace Olsavsky, an employee of Amazon, is the daughter of Brian Olsavsky, Senior Vice President and Chief Financial Officer of the Company. In 2022, Ms. Olsavsky earned $104,127 in salary. She was also granted restricted stock unit awards with respect to 260 shares, vesting over 2.6 years. Her compensation is consistent with the total compensation provided to other employees of the same level with similar responsibilities.

  74. Pay Versus Performance

    Connor Clinton, an employee of Amazon, is the son-in-law of Mr. Olsavsky. In 2022, Mr. Clinton earned $132,331 in salary and $36,789 in bonus. His compensation is consistent with the total compensation provided to other employees of the same level with similar responsibilities. The Audit Committee reviews and, as appropriate, approves and ratifies “related person” transactions, defined as any transaction, arrangement, or relationship (including any indebtedness or guarantee of indebtedness), or any series of similar transactions, arrangements, or relationships, in which (a) the aggregate amount involved will or may be expected to exceed $120,000, (b) Amazon is a participant, and (c) any Related Person has or will have a direct or indirect material interest (other than solely as a result of being a director or trustee (or any similar position) or a less than 10 percent beneficial owner of another entity). A “Related Person” is any (a) person who is an executive officer, director, or nominee for election as a director of Amazon, (b) greater than 5 percent beneficial owner of our outstanding common stock, or (c) Immediate Family Member of any of the foregoing. An “Immediate Family Member” is any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and any person (other than a tenant or employee) sharing the household of a person. We do not have written policies or procedures for related person transactions but rely on the Audit Committee’s exercise of business judgment, consistent with Delaware law, in reviewing such transactions. Expenses of Solicitation The accompanying proxy is solicited by and on behalf of the Board of Directors, and the cost of such solicitation will be borne by Amazon. Georgeson Inc. may solicit proxies by personal interview, mail, telephone, and electronic communications. We will pay Georgeson Inc. $30,000 plus variable amounts for additional proxy solicitation services. We will also supply proxy materials to brokers and other nominees to solicit proxies from beneficial owners, and we will reimburse them for their expenses in forwarding solicitation materials. Solicitations also may be made by personal interview, mail, telephone, and electronic communications by directors, officers, and other Amazon employees without additional compensation. Proposals of Shareholders Proposals for Inclusion in Our Proxy Statement To be considered for inclusion in the proxy statement and proxy card for the 2024 Annual Meeting, proposals of shareholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 and shareholder director nominations pursuant to the proxy access provisions of the Bylaws must be submitted in writing to the Corporate Secretary of Amazon. com, Inc., at the address of our principal offices (see page 1 of this Proxy Statement), and must be received no later than 6:00 p.m., Pacific Time, on Friday, December 15, 2023 and, in the case of a proxy access nomination, no earlier than Wednesday, November 15, 2023. The submission of a shareholder proposal or proxy access nomination does not guarantee that it will be included in our proxy statement. Other Proposals Our Bylaws include separate advance notice provisions applicable to shareholders desiring to bring nominations for directors before an annual shareholders meeting other than pursuant to the Bylaws’ proxy access provisions or to bring proposals before an annual shareholders meeting other than pursuant to Rule 14a-8. These advance notice provisions require that, among other things, shareholders give timely written notice to the Secretary of Amazon.com, Inc. regarding such nominations or proposals and provide the information and satisfy the other requirements set forth in the Bylaws. To be timely, a shareholder who intends to present nominations or a proposal at the 2024 Annual Meeting of Shareholders other than pursuant to the Bylaws’ proxy access provisions or Rule 14a-8 must provide the information set forth in the Bylaws (which includes information required under Rule 14a-19) to the Secretary of Amazon.com, Inc. no earlier than January 25, 2024 and no later than February 24, 2024. However, if we hold the 2024 Annual Meeting of Shareholders more than 30 days before, or more than 60 days after, the anniversary of the 2023 Annual Meeting date, then the information must be received no earlier than the 120th day prior to the 2024 Annual Meeting date, and not later than (i) the 90th day prior to the 2024 Annual Meeting date or (ii) the tenth day after public disclosure of the 2024 Annual Meeting date, whichever is later. If a shareholder fails to meet these deadlines and fails to satisfy the requirements of Rule 14a-4 under the Securities Exchange Act of 1934, we may exercise discretionary voting authority under proxies we solicit to vote on any such proposal as we determine appropriate. We reserve the right to reject, rule out of order, or take other appropriate action with respect to any nomination or proposal that does not comply with these and other applicable requirements. Householding; Availability of Annual Report on Form 10-K and Proxy Statement Householding A copy of our combined Annual Report to Shareholders and Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Annual Report”) accompanies this Proxy Statement. If you and others who share your mailing address own common stock in street name, meaning through a bank, brokerage firm, or other nominee, you may have received a notice that your household will receive only one annual report and proxy statement, or Notice of Internet Availability of Proxy Materials, as applicable, from each company whose stock is held in such accounts. This practice, known as “householding,” is designed to reduce the volume of duplicate information and reduce printing and postage costs. Unless you responded that you did not want to participate in householding, you were deemed to have consented to it, and a single copy of this Proxy Statement and the 2022 Annual Report (and/or a single copy of our Notice of Internet Availability of Proxy Materials) has been sent to your address. Each street name shareholder receiving this Proxy Statement by mail will continue to receive a separate voting instruction form. If you would like to revoke your consent to householding and in the future receive your own set of proxy materials (or your own Notice of Internet Availability of Proxy Materials, as applicable), or if your household is currently receiving multiple copies of the same items and you would like in the future to receive only a single copy at your address, please contact Householding Department by mail at 51 Mercedes Way, Edgewood, New York 11717, or by calling 1-866-540-7095, and indicate your name, the name of each of your brokerage firms or banks where your shares are held, and your account numbers. The revocation of a consent to householding will be effective 30 days following its receipt. You will also have an opportunity to opt in or opt out of householding by contacting your bank or broker. Availability of Annual Report on Form 10-K and Proxy Statement

  75. Pay Versus Performance

    If you would like an additional copy of the 2022 Annual Report, this Proxy Statement, or the Notice of Internet Availability of Proxy Materials, these documents are available in digital form for download or review by visiting “Annual Reports, Proxies and Shareholder Letters” at www.amazon.com/ir. Alternatively, we will promptly send a copy of these documents to you without charge upon request by mail to Investor Relations, Amazon.com, Inc., P.O. Box 81226, Seattle, Washington 98108-1226, or by calling 1-800-426-6825. Please note, however, that if you did not receive a printed copy of our proxy materials and you wish to receive a paper proxy card or voting instruction form or other proxy materials for the purposes of the Annual Meeting, you should follow the instructions included in your Notice of Internet Availability of Proxy Materials. If you own shares in street name, you can also register to receive all future shareholder communications electronically, instead of in print. This means that links to the annual report, proxy statement, and other correspondence will be delivered to you via e-mail. Holders in street name can register for electronic delivery at http://www.icsdelivery.com/amzn. Electronic delivery of shareholder communications helps save Amazon money by reducing printing and postage costs.