DEF 14A of Amazon Com Inc
Filed Apr 11, 2024 · FY20230001104659-24-045910
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
| • We have the appropriate mix of skills, qualifications, backgrounds, and tenures on the Board to support and help drive the Company’s long-term performance. • Our director nominees reflect our commitment to diversity, with four women and three directors from underrepresented racial/ethnic groups. • The Board actively oversees our numerous environmental, sustainability, social, and corporate governance policies and initiatives, receives periodic reports on and discusses our enterprise risk assessments, oversees and receives regular reports on our regulatory compliance, and reviews shareholder feedback on these topics as we evolve our practices and disclosures. |
(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. • Following our 2023 Annual Meeting of Shareholders, at which more than 68% of the votes cast supported our advisory vote to approve the compensation of our named executive officers, we engaged in extensive outreach to our shareholders, with the Chair of the Leadership Development and Compensation Committee and/or our Lead Independent Director holding one-on-one or small group meetings with most of our 20 largest shareholders. • The Committee did not grant any equity awards to our CEO or any of our named executives during 2023, and our Compensation Discussion and Analysis addresses other matters with respect to our named executives’ compensation. • Our compensation philosophy is anchored on periodic grants of time-vested restricted stock units that vest over the long term, which strongly aligns our executives’ compensation with the returns we deliver to shareholders. For example, due to our stock price performance over the course of 2023, our CEO’s 2023 realized compensation decreased by 12% from 2022, showing the alignment between our executive compensation program and our shareholder returns. • Having considered other approaches to structuring executive compensation arrangements, we remain committed to the structure of our executive compensation because it has worked effectively, having allowed us to: ✓ attract and retain incredibly talented people who have guided our business through countless challenges; ✓ develop our business in ways that we could not have conceived a few years earlier, including initiatives that later became AWS, Kindle, Alexa, Fulfillment by Amazon, Marketplace, and Prime Video; ✓ make long-term commitments to sustainability and other environmental, social, and human capital initiatives and goals; and ✓ drive strong long-term returns to our shareholders. |
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Since 2022, increasing the number of women in senior-level science, technology, engineering, and math-focused roles at Amazon by 66%; increasing senior-level Black and Latino/a/x leaders across the U.S. by 39% and 32%, respectively; and increasing Black and Latino/a/x talent across mid-level positions in the U.S. by 25% and 27%, respectively. Supporting 13 employee affinity groups, which play an important role in building internal networks for creating a community, advising Amazon business units, leading in service projects, and reaching out to communities where Amazonians live and work. Learn more at aboutamazon.com/workplace. Our Planet We combine data and science with passion and invention to drive everything we do, and we’re applying that same tenacity to how we address some of the world’s biggest environmental challenges. We set a goal to reach net-zero carbon by 2040 as part of The Climate Pledge, which Amazon co-founded and became the first signatory of in 2019. The Climate Pledge brings together the world’s top companies to accelerate joint action, cross-sector collaboration, and responsible change. We are joined by more than 450 Pledge signatories to date. We also continue to invest in innovation through the Climate Pledge Fund, a $2 billion venture investment program supporting the advancement of sustainable technologies and services. We continue investing in carbon-free energy to lower our emissions. Some of the highlights in this area include: • We were named the largest corporate buyer of renewable energy according to BloombergNEF for the fourth year in a row. • We invested in more than 100 new solar and wind projects in 2023 and now have more than 500 wind and solar projects globally. • We are innovating through new approaches to renewable energy, both directly—including our first brownfield solar project, which will repurpose a previously polluted Maryland coal mine site into a solar farm—and indirectly—including through the Right Now Climate Fund, which supports projects like a first-of-its-kind seaweed farm and a year’s worth of scientific research into carbon reduction through seaweed farming. We’re committed to delivering the products our customers love in packaging that protects their items, while minimizing waste and materials used. We continued our efforts in sustainable packaging, including: • Since 2015, we’ve reduced per-shipment packaging weight by 41% on average, avoiding more than 2 million tons of packaging—the equivalent weight of more than 173 Space Needles, Seattle’s iconic tower. • We are decreasing single-use plastic delivery packaging across our global operations and increasing the number of shipping orders globally without any additional Amazon packaging. • In Europe, we replaced our single-use plastic delivery packaging with 100% recyclable paper and cardboard packaging in our fulfillment network. • In India, we eliminated single-use, thin-film plastic packaging from the country’s fulfillment network. • In the U.S., we launched the first fulfillment center to exclusively use paper packaging that’s curbside recyclable, part of a multi-year plan to convert U.S. fulfillment centers to paper packaging. We expanded the use of zero-emission vehicles to help minimize our impact on the environment, including: • We now have more than 10,000 custom electric delivery vehicles from Rivian on the road across the U.S., and we also brought the custom vans to Europe last year. • We have installed over 12,000 chargers at more than 100 delivery stations across the U.S. • We have more than 15 varieties of electric vehicles on the road across the U.S., the European Union, and India, including delivery vehicles, e-cargo bikes, and e-rickshaws. • We transported goods on the world’s first-ever zero-emission capable cargo ship, taking our efforts to decarbonize our transportation network to the seas. • We invested in solutions like green hydrogen and other alternative fuel methods, such as ultra-low carbon electrofuels, for our delivery and operations. We continued our commitment to sustainability in our AWS business, including: • More than doubling the amount of lower-carbon concrete and steel used to build our data centers in 2023 compared to 2022. Setting our first water sustainability goal on our path to be water positive by 2030, returning more water than AWS uses in its operations. Once completed, AWS’s water replenishment projects are expected to return to local communities 3.9 billion liters of water each year. AWS is a leader among cloud providers in water use efficiency. Learn more at sustainability.aboutamazon.com. Our Communities We are committed to our communities and provide cash, product donations and in-kind services to support millions of people. We work to make a difference in the world by empowering and supporting our teams and partners to build long-lasting solutions to some of society’s biggest challenges. Our investments benefit communities by bringing additional economic vibrancy and creating new opportunities for people living there. The impact we bring to communities includes: • Investing more than $1 trillion in the U.S. since 2010, which has supported more than 2 million indirect jobs. • Through AWS, supporting an estimated annual average of nearly 30,000 jobs in local communities, investing more than $108 billion in U.S. cloud infrastructure from 2011 through 2022, and contributing nearly $38 billion to the U.S. economy. • Creating much-needed jobs in rural communities—two of every five U.S. jobs we create are in small towns, and 47% of people working across our fulfillment and operations network were unemployed before joining Amazon. Education changes lives, and we invest in programs to help children, higher-education students, and adult learners unlock their potential. Some examples in the last year include: • Our global philanthropic education programs—like Amazon Future Engineer—supported 3.9 million students across seven countries. In the U.S. alone, 6,000 schools and 560,000 students received science, technology, engineering, and math (STEM) education, literacy, and career exploration courses last year thanks to help from our investments. We also helped train over 16,000 teachers to deliver computer science education. • We awarded 400 college scholarships for students from underserved and underrepresented communities. • We launched “AI Ready,” a commitment designed to provide free AI skills training to 2 million people globally by 2025, removing cost as a barrier to accessing AI and generative AI education. We look to apply our innovative spirit and resources to help improve our communities. Some of the ways we are building stronger communities include: • Through our Amazon Housing Equity Fund, we expanded access to affordable homes in our hometown communities of Washington state’s Puget Sound region; the Arlington, Virginia region; and Nashville, Tennessee. So far, we’ve committed $1.8 billion to the program. We also announced a $40 million program to help moderate-income residents in our hometown communities become homeowners. • In 2022, we donated more than $450 million in cash to local organizations around the world. Amazon was recognized as the top corporate giver in the Puget Sound and Washington, D.C. regions. • Since 2020, we’ve delivered more than 33 million meals directly to underserved families and donated over 88 million pounds of food to food banks. Our disaster relief and response efforts leverage our technology and global logistics network to provide fast, effective aid for communities impacted by natural disasters: •
Mark F. Hoffman Secretary
Mark F. Hoffman Secretary Seattle, Washington April 11, 2024 Important Notice Regarding the Availability of Proxy Materials for the Amazon.com, Inc. Shareholder Meeting to be Held on May 22, 2024. The Proxy Statement and our 2023 Annual Report are available at www.proxyvote.com.
Mark F. Hoffman Secretary
| ITEM 1—Election of Directors | 2 | Key Proxy Information Board diversity and characteristics (page 15) Risk oversight (page 17) Environmental, social, and human capital initiatives (page 18) Our shareholder engagement program (page 20) Our executive compensation philosophy (page 86) Shareholder engagement and our 2023 say-on-pay vote (page 88) | | BOARD OF DIRECTORS INFORMATION | 3 | | | Biographical Information | 3 | | | Director Nominee Diversity, Tenure, Skills, and Characteristics | 15 | | | Corporate Governance | 17 | | | Board Meetings and Committees | 21 | | | Compensation of Directors | 24 | | | ITEM 2—Ratification of the Appointment of Ernst & Young LLP as Independent Auditors | 26 | | | AUDITORS | 27 | | | Fee Information | 27 | | | Pre-Approval Policies and Procedures | 27 | | | Audit Committee Report | 28 | | | ITEM 3—Advisory Vote to Approve Executive Compensation | 29 | | | SHAREHOLDER PROPOSALS | 31 | | | BENEFICIAL OWNERSHIP OF SHARES | 84 | | | EXECUTIVE COMPENSATION | 85 | | | Compensation Discussion and Analysis | 85 | | | Leadership Development and Compensation Committee Report | 96 | | | Summary Compensation Table | 97 | | | Grants of Plan-Based Awards | 97 | | | Outstanding Equity Awards and Stock Vested | 98 | | | Potential Payments Upon Termination of Employment or Change-in-Control | 100 | | | Pay Versus Performance Table | 101 | | | SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 105 | | | ANNUAL MEETING INFORMATION | 106 | | | General | 106 | | | Outstanding Securities and Quorum | 106 | | | Internet Availability of Proxy Materials | 106 | | | Proxy Voting | 106 | | | Other Matters | 107 | | | Voting Standard | 108 | | | Revocation | 108 | | | Participating in the Annual Meeting | 108 | | | OTHER INFORMATION | 110 | |
Mark F. Hoffman 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 2023 Annual Report on Form 10-K and our 2022 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 22, 2024 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 22, 2024, 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 106. 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:
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| | | | | 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 |
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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 11, 2024. ITEM 1—ELECTION OF DIRECTORS In accordance with our Bylaws, the Board has fixed the number of directors constituting the Board at twelve, as of the Annual Meeting. The Board, based on the recommendation of the Nominating and Corporate Governance Committee, proposed that the following twelve 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:
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| • Jeffrey P. Bezos • Andrew R. Jassy • Keith B. Alexander • Edith W. Cooper • Jamie S. Gorelick • Daniel P. Huttenlocher | • Andrew Y. Ng • Indra K. Nooyi • Jonathan J. Rubinstein • Brad D. Smith • Patricia Q. Stonesifer • Wendell P. Weeks |
Mark F. Hoffman Secretary
Each of the nominees is currently a director of Amazon.com, Inc. and has been elected to hold office until the 2024 Annual Meeting or until his or her successor has been elected and qualified. Brad D. Smith was elected as a director by the Board of Directors effective September 13, 2023, Andrew Y. Ng was elected as a director by the Board of Directors effective April 9, 2024, and the other nominees were most recently elected at the 2023 Annual Meeting. Biographical and related information on each nominee is set forth below. On April 9, 2024, Judith A. McGrath informed the Company that she would not stand for re-election at the Annual Meeting. The Board expects that the twelve 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.
Mark F. Hoffman 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 director nominees reflect our commitment to diversity, with four women and three directors from underrepresented racial/ethnic groups. • The Board actively oversees our numerous environmental, sustainability, social, and corporate governance policies and initiatives, receives periodic reports on and discusses our enterprise risk assessments, oversees and receives regular reports on our regulatory compliance, and reviews shareholder feedback on these topics as we evolve our practices and disclosures. |
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| The Board of Directors recommends a vote “FOR” each nominee. |
Mark F. Hoffman Secretary
In evaluating the nominees for the Board of Directors, the Board and the Nominating and Corporate Governance Committee take into account the qualities they seek for directors, and the directors’ individual qualifications, skills, expertise, and background in the context of the Company’s operations, so that collectively the Board operates as a diverse, engaged, and effective body to oversee and direct the Company’s management, operations, and strategy. Each of our director candidates possesses many skills and qualifications that enable them to effectively and productively contribute to the Board’s oversight of Amazon, and key aspects of their skills, qualifications, expertise, and background are 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, the Board’s current composition and succession planning, and the Company’s evolving business needs. Biographical Information
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| Jeffrey P. Bezos Founder and Executive Chair of Amazon Additional Skills: • Human Capital Management • Global Business & Operations • Public Company Executive • Financial • Risk Management • Community & Stakeholder Relations • Public Policy & Geopolitics • Emerging Technology & Innovation • Retail & Digital Commerce • Marketing, Media, & Brand Management | | Expertise Provided to the Board 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. 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. Other Experience and Qualifications • 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 • 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 • 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 • Owns The Washington Post, a major U.S. newspaper dedicated to the principles of a free press and winner of more than 70 Pulitzer Prizes | | | Age: 60 | Director since: July 1994 | Board committees: None | Other current public company boards: None |
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| Andrew R. Jassy President and CEO of Amazon Additional Skills: • Human Capital Management • Global Business & Operations • Public Company Executive • Financial • Risk Management • Community & Stakeholder Relations • Public Policy & Geopolitics • Emerging Technology & Innovation • Retail & Digital Commerce • Marketing, Media, & Brand Management | | Expertise Provided to the Board Mr. Jassy’s customer-focused and long-term-oriented approach, as well as his deep knowledge of and experience across all of the Company’s businesses, including as the first Chief Executive Officer and leader of Amazon Web Services, provides the Board a unified vision of the Company’s operations and long-term strategy, an experienced perspective on the Company’s workplace environment and culture, including its initiatives related to diversity and inclusion and employee engagement and effectiveness, and key insights into the Company’s strategy, challenges, and successes. 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 in 2006, serving as its Chief Executive Officer 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 leading both businesses and functional areas. Other Experience and Qualifications • 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 • Chair and 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 | | | Age: 56 | Director since: July 2021 | Board committees: None | Other current public company boards: None |
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| General (Ret.) Keith B. Alexander Former CEO, President, and Chair of IronNet, Inc. Additional Skills: • Human Capital Management • Global Business & Operations • Public Company Executive • Risk Management • Public Policy & Geopolitics • Emerging Technology & Innovation | | Expertise Provided to the Board Gen. Alexander’s experience as a high-ranking military official responsible for intelligence and national security affairs helps the Board to better assess and manage the risks and opportunities of emerging technologies and cybersecurity issues, and provides the Board important perspectives on public policy matters and international geopolitical dynamics and risks. His service in the armed forces also provides experience managing large, diverse, and talented workforces. Background General (Ret.) Keith B. Alexander was Chief Executive Officer and President of IronNet, a cybersecurity technology company he founded, from 2014 to July 2023, and also served as a director and Chair from 2014 to February 2024. 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. Other Experience and Qualifications • Director of CSRA, Inc. from November 2015 to April 2018 | | | Age: 72 | Director since: September 2020 | Board committees: Security (Chair) | Other current public company boards: None |
Mark F. Hoffman Secretary
| Edith W. Cooper Co-Founder of Medley Living, Inc. and Former EVP of Goldman Sachs Group, Inc. Additional Skills: • Human Capital Management • Global Business & Operations • Public Company Executive • Financial • Risk Management • Community & Stakeholder Relations | | Expertise Provided to the Board Ms. Cooper brings deep human capital management expertise to the Board, including from her nine years as Executive Vice President, Global Head of Human Capital Management of Goldman Sachs, and her prior work heading up various business units at Goldman Sachs informs the Board’s assessment of capital markets and business strategy. She also brings a unique combination of personal experience with the challenges that face small and medium-sized businesses and the perspective of overseeing rapidly growing and innovating companies as well as large international companies operating in technology, consumer markets, and financial investment and management fields. 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 from March 2008 to December 2017. Previously at Goldman Sachs, Ms. Cooper led various client franchise businesses for the firm. Other Experience and Qualifications • Director of PepsiCo, Inc. since September 2021; director of MSD Acquisition Corp. from March 2021 to March 2023; director of EQT AB from October 2018 to June 2022; director of Etsy, Inc. from April 2018 to September 2021; and director of Slack Technologies, Inc. from January 2018 to July 2021 • Trustee of the Museum of Modern Art since 2017 • Member of the Museum Council of the Smithsonian National Museum of African American History and Culture since 2018 • 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 | | | Age: 62 | Director since: September 2021 | Board committees: Leadership Development and Compensation (Chair) | Other current public company boards: PepsiCo, Inc. |
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| Jamie S. Gorelick Partner with Wilmer Cutler Pickering Hale and Dorr LLP Additional Skills: • Human Capital Management • Public Company Executive • Financial • Risk Management • Community & Stakeholder Relations • Public Policy & Geopolitics | | Expertise Provided to the Board Ms. Gorelick brings a unique perspective to the Board on domestic and international public policy and government regulation issues through her broad and extensive experience in the federal government and with a leading law firm. She also has extensive experience addressing and advising on diversity, equity, and inclusion topics, 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 after as a counselor on climate, environmental regulation, and environmental issues. Her service on other large international public company boards and her experience advising large publicly traded companies on corporate governance, crisis management, and regulatory and compliance issues helps the Board anticipate and navigate governance and policy matters. 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. Other Experience and Qualifications • Director of VeriSign, Inc. since January 2015; director of United Technologies Corporation from February 2000 to December 2014; and director of Schlumberger Limited from April 2002 to June 2010 • 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 a director since 2004 • One of the founding supporters of the Washington Legal Clinic for the Homeless, where she was also a long-time board member • Served as board member of the National Women’s Law Center | | | Age: 73 | Director since: February 2012 | Board committees: Nominating and Corporate Governance | Other current public company boards: VeriSign, Inc. |
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| Daniel P. Huttenlocher Dean of MIT Schwarzman College of Computing Additional Skills: • Human Capital Management • Risk Management • Community & Stakeholder Relations • Emerging Technology & Innovation | | Expertise Provided to the Board Dr. Huttenlocher’s extensive experience as an internationally-recognized computer scientist holding senior positions at Massachusetts Institute of Technology (MIT) and Cornell University, Cornell Tech, and the Xerox Palo Alto Research Center, puts him in the forefront of emerging computing technologies, helping the Board assess technology opportunities available to the Company, while his work as a college administrator contributes to his human capital management experience. He also brings to the Board a unique understanding of the intersection between human capital and technology, computing, and robotic advancements that directly relate to the Company’s current and future workforce, informing such areas as key investments in safety, ergonomics, and use of robotics. He also brings deep insight into artificial intelligence as an emerging technology and the way it is transforming society, which he explored as a co-author of the book “The Age of AI: And Our Human Future”. His work as an administrator, researcher, and educator in a university environment further provides the Board insights into culture, career development, and work/life interests of a young and technologically-sophisticated population. Background Dr. Huttenlocher has been the Dean of MIT Schwarzman College of Computing since August 2019. He served as Dean and Vice Provost, Cornell Tech, a research, technology commercialization, and graduate-level educational facility of Cornell University, from 2012 to July 2019 and worked in various positions for Cornell University from 1988 to 2012. Other Experience and Qualifications • Director of Corning Incorporated since February 2015 • Board member of the John D. and Catherine T. MacArthur Foundation from 2010 to 2022, including serving as chair from 2018 to 2022 | | | Age: 65 | Director since: September 2016 | Board committees: Leadership Development and Compensation Security | Other current public company boards: Corning Incorporated |
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| Andrew Y. Ng Managing General Partner, AI Fund LP Founder, DeepLearning.AI LLC and Landing AI, Inc. Chairman and Co-Founder, Coursera, Inc. Additional Skills: • Human Capital Management • Global Business & Operations • Community & Stakeholder Relations • Emerging Technology & Innovation | | Expertise Provided to the Board Dr. Ng is a global leader in both AI and education. His academic and private sector work developing machine learning and deep learning algorithms and supporting companies developing and adopting AI applications informs the Board’s perspective on the opportunities and challenges that AI presents and its transformative social and business potential. Dr. Ng has authored or co-authored more than 200 research papers on machine learning, robotics, and other related fields, bringing deep insight into a range of emerging technologies. Dr. Ng is also a successful entrepreneur, having founded several companies and has worked closely with entrepreneurs through AI Fund , which supports entrepreneurs to build AI companies. This experience supports the Board’s evaluation of developments in AI, machine learning, and related technologies and oversight of related risks. As a founder, an executive, and a successful educator in both traditional university and innovative online environments, Dr. Ng also has important human capital management skills, with particular insight into young and technologically-sophisticated populations. Background Dr. Ng has served as Managing General Partner of AI Fund, a venture studio that supports entrepreneurs in building AI companies, since January 2018. Dr. Ng also has led DeepLearning.AI, an education technology company he founded to provide AI training, since June 2017. Dr. Ng is also the Founder of Landing AI, which provides computer vision software, and has been the Chief Executive Officer and Chair since October 2017. Dr. Ng also serves as an adjunct professor at Stanford University. Dr. Ng co-founded and served as co-Chief Executive Officer of Coursera, an open online course provider, from January 2012 until April 2014; he has also served as Chairman of the company since 2014. Other Experience and Qualifications • Chief Scientist & VP of Baidu, Inc., a multinational technology company, from May 2014 to April 2017 • Founding Lead of Google, Inc.’s Google Brain (Deep Learning) Project, from 2011 to 2012 | | | Age: 47 | Director since: April 2024 | Board committees: Leadership Development and Compensation | Other current public company boards: Coursera, Inc. |
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| Indra K. Nooyi Former Chair and CEO of PepsiCo, Inc. Additional Skills: • Human Capital Management • Global Business & Operations • Public Company Executive • Financial • Risk Management • Community & Stakeholder Relations • Public Policy & Geopolitics • Retail & Digital Commerce • Marketing, Media, & Brand Management | | Expertise Provided to the Board Mrs. Nooyi’s leadership experience holding a variety of senior executive roles over a 25-year career at PepsiCo, including as Chief Executive Officer, President, and Chief Financial Officer, helps the Board oversee the risks and management of a large corporation with international operations, including financial planning, capital allocation, marketing, and accounting matters, and assess the Company’s grocery businesses and consumer-focused product development. At PepsiCo, Mrs. Nooyi managed a global workforce that included several hundred thousand employees, and was the architect of Performance with Purpose (“PwP”), a business transformation strategy focused on delivering financial performance while shifting the company’s portfolio to healthier products, reducing water use and the company’s carbon footprint and moving to a closed loop plastics system, and creating an environment at PepsiCo where all employees could be supported as associates and family builders/nurturers. This experience provides an important perspective as the Board guides the Company’s continued focus on constant invention and customer obsession. Background Mrs. Nooyi was the Chief Executive Officer of PepsiCo, 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. Other Experience and Qualifications • Director of Royal Philips since May 2021; director of Schlumberger Limited from April 2015 to April 2020 • Member of the Dean’s Advisory Council at MIT’s School of Engineering since 2020 • Director of Partnership for Public Service, a non-profit, nonpartisan organization that strives for a more effective government for the American people, since 2019 • Trustee of Memorial Sloan Kettering Cancer Center, the world’s oldest and largest private cancer center, since 2020 • Trustee of the National Gallery of Art since 2021 | | | Age: 68 | Director since: February 2019 | Board committees: Audit (Chair) | Other current public company boards: Royal Philips |
Mark F. Hoffman Secretary
| Jonathan J. Rubinstein Former co-CEO of Bridgewater Associates, LP Additional Skills: • Human Capital Management • Global Business & Operations • Public Company Executive • Financial • Risk Management • Emerging Technology & Innovation • Retail & Digital Commerce • Marketing, Media, & Brand Management | | Expertise Provided to the Board Mr. Rubinstein brings to the Board the perspective of a proven technology builder, innovator, and business leader, including overseeing product design, development, marketing, and manufacturing, with particular relevance for the Company’s devices and consumer electronics businesses. He also provides experience with operations and financial statement and accounting matters. Mr. Rubinstein also supports the Board through his deep experience addressing talent development, management, and retention, including oversight of workplace environment and culture and diversity, equity, and inclusion matters, through his roles as a senior executive and director at numerous technology and finance companies. Background Mr. Rubinstein was co-Chief Executive Officer of Bridgewater Associates, 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, 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 Hewlett-Packard 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 Hewlett-Packard 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. Other Experience and Qualifications • Lead director of Robinhood Markets, Inc. since May 2021; director of Qualcomm Incorporated, from May 2013 to May 2016 | | | Age: 67 | Director since: December 2010 | Board committees: Nominating and Corporate Governance (Chair) Security | Other current public company boards: Robinhood Markets, Inc. |
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| Brad D. Smith President of Marshall University Additional Skills: • Human Capital Management • Global Business & Operations • Public Company Executive • Financial • Risk Management • Community & Stakeholder Relations • Public Policy & Geopolitics • Emerging Technology & Innovation • Retail & Digital Commerce • Marketing, Media, & Brand Management | | Expertise Provided to the Board Mr. Smith’s 19 years of senior executive leadership experience at Intuit, where he led its transformation from a North American desktop company to a global cloud product and financial platform company designed to empower and delight consumers, the self-employed, and small businesses, provides the Board with keen insights in cloud computing, privacy, and the development and marketing of consumer and small-business services. He also contributes to the Board’s depth of senior executive experience guiding corporate strategy, business transformation, and capital allocation. Mr. Smith has deep human capital management experience, including guiding and overseeing workplace environment and culture, having retained and fostered Intuit’s core values and character through a decade of transformative growth that placed the company on “Best Places to Work” lists over multiple years. Background Mr. Smith has served as President of Marshall University since January 2022. Mr. Smith served as Executive Chairman of Intuit Inc., a business software company, from January 2019 to January 2022, President and Chief Executive Officer of Intuit from January 2008 to December 2018, and Chairman of the board of directors of Intuit from January 2016 to January 2019. Other Experience and Qualifications • Director of Humana Inc. since September 2022; director of Nordstrom, Inc. from January 2013 to May 2022; and director of Momentive Global Inc. (formerly SVMK Inc.) from May 2017 to February 2022 • In 2019, founded the Wing 2 Wing Foundation, which seeks to provide resources and guidance for education, equality, and entrepreneurship in underserved and overlooked communities in the United States | | | Age: 60 | Director since: September 2023 | Board committees: Audit | Other current public company boards: Humana Inc. |
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| Patricia Q. Stonesifer Former President and CEO of Martha’s Table Additional Skills: • Human Capital Management • Global Business & Operations • Public Company Executive • Financial • Community & Stakeholder Relations • Public Policy & Geopolitics • Emerging Technology & Innovation • Retail & Digital Commerce • Marketing, Media, & Brand Management | | Expertise Provided to the Board Ms. Stonesifer’s extensive leadership and financial management experience at for-profit, government, and non-government organizations, experience with emerging technologies and consumer-focused product development and marketing issues, and in-depth knowledge of the Company’s business, growth, and culture helps the Board oversee the Company’s operations and strategy. Her broad public policy perspective gained through her past and on-going roles helps the Board assess and manage business and political risks and opportunities. Background Ms. Stonesifer served as the interim Chief Executive Officer of the Washington Post from June 2023 to January 2024. She served as the President and Chief Executive Officer 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. Other Experience and Qualifications • Trustee of The Rockefeller Foundation, a private foundation dedicated to promoting the well-being of humanity throughout the world, since 2019 • Vice Chair 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 • Member of the Museum Council of the Smithsonian National Museum of African American History and Culture from 2012 to 2020, and emeritus member of the Museum Council since 2021 • Member of the Board of Advisors of TheDream.US, a college access and success program for immigrant students, since 2020 | | | Age: 67 | Director since: February 1997 | Board committees: Nominating and Corporate Governance | Other current public company boards: None |
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| Wendell P. Weeks Chairman and CEO of Corning Incorporated Additional Skills: • Human Capital Management • Global Business & Operations • Public Company Executive • Financial • Risk Management • Community & Stakeholder Relations • Public Policy & Geopolitics • Emerging Technology & Innovation | | Expertise Provided to the Board As the long-tenured chief executive of Corning, a 170+ year-old company that has grown by combining unparalleled expertise in science and physics with deep manufacturing and engineering capabilities, Mr. Weeks brings to the Board a strong commitment to product development, innovation, invention, and technology, reinforced by his experience having earned 34 U.S. patents, combined with expertise in capital allocation, business finance and accounting, strategy execution, and global operations management. His oversight of climate change initiatives in the areas of clean air and renewable energy, including Corning’s creation of new products in glass and ceramics vital to industry transformation, helps the Board oversee sustainability matters, while his work with a diverse and global unionized and non-unionized workforce and 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, provides an informed perspective on the Company’s human capital, workplace safety, and community engagement initiatives. Background Mr. Weeks has been the Chief Executive Officer of Corning, 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. Other Experience and Qualifications • Director of Merck & Co., Inc. from February 2004 to May 2020 • Member of 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 • Member of the Board of Trustees for the Institute for Advanced Study • Member of the Liveris Academy Honorary Board • Member of the White House Advisory Committee for Trade Policy and Negotiations | | | Age: 64 | Director since: February 2016 | Board committees: Audit | Other current public company boards: Corning Incorporated |
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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 ten independent director nominees, four are women, three are from underrepresented racial/ethnic groups, and five have served for five years or less.
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| Board Diversity Matrix (As of April 11, 2024) | | | | Total Number of Directors | 13* | | | | Female | Male | | Directors | 5 | 8 | | Number of Directors Who Identify in Any of the Categories Below: | | | | African American or Black | 1 | — | | Asian | 1 | 1 | | White | 3 | 7 |
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* Ms. McGrath is not standing for re-election at the Annual Meeting. 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 four new directors on-boarding and three directors leaving within the last three years). The tenure range of our director nominees is as follows:
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| Tenure on Board | Number of Director Nominees | | More than 10 years | 4 | | 6-10 years | 2 | | 5 years or less | 6 |
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Board Skills and Characteristics Each of our director nominees has substantial senior leadership experience needed to oversee a company of our size and scale, human capital management experience that is required to oversee our large, diverse, and talented workforces, and other relevant professional experience. Key skills, qualifications, and attributes of our director nominees include:
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| | Bezos | Jassy | Alexander | Cooper | Gorelick | Huttenlocher | Ng | Nooyi | Rubinstein | Smith | Stonesifer | Weeks | | | Human Capital Management: Experience managing employee development, retention, and relations on a large scale | | | | | | | | | | | | | 12 | | Global Business & Operations: Brings a deep understanding of international dynamics relevant to our global footprint and complex operations | | | | | | | | | | | | | 10 | | Public Company Executive: Experience as a senior executive at a publicly traded company | | | | | | | | | | | | | 10 | | Financial: Experience relevant to overseeing financial strategy and operations, capital allocation, and reporting | | | | | | | | | | | | | 9 | | Risk Management: Experience relevant to overseeing the strategy and risks of a complex organization, including cybersecurity | | | | | | | | | | | | | 10 | | Community & Stakeholder Relations: Experience in the non-profit or NGO community and supporting communities and other stakeholders | | | | | | | | | | | | | 10 | | Public Policy & Geopolitics: Experience navigating complex stakeholder considerations with domestic and international governments | | | | | | | | | | | | | 8 | | Emerging Technology & Innovation: Expertise relevant to overseeing our various and rapidly evolving technological opportunities and risks, including cloud-based services, AI, cybersecurity, and devices | | | | | | | | | | | | | 9 | | Retail & Digital Commerce: Experience relevant to overseeing our customer- and partner-focused businesses, product development, privacy protections, and retail operations | | | | | | | | | | | | | 6 | | Marketing, Media, & Brand Management: Experience relevant to overseeing our marketing strategies, entertainment development, and brand building | | | | | | | | | | | | | 6 |
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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 Jamie S. Gorelick, 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 and Other Considerations The Board has determined that the following directors are independent as defined by Nasdaq rules: Gen. Alexander, Ms. Cooper, Ms. Gorelick, Dr. Huttenlocher, Ms. McGrath, Dr. Ng, Mrs. Nooyi, Mr. Rubinstein, Mr. Smith, 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 to Amazon for AWS services in the past three years in the ordinary course of business from IronNet during the period when Gen. Alexander served as that company’s Chief Executive Officer and President, which were under standard, arms-length terms and were not significant to the Company. In October 2023, IronNet filed a voluntary petition for reorganization under the U.S. Bankruptcy Code. For Ms. Stonesifer, the Board considered payments in the last three years in the ordinary course of business from Amazon to entities that publish The Washington Post, including during the period when Ms. Stonesifer served as interim Chief Executive Officer. 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, the Nominating and Corporate Governance Committee, and the Security Committee. The Audit Committee is responsible for overseeing management of risks related to our financial statements and financial reporting process, assessment of risks related to 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 has overseen our safety reporting since January 2022 and has 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. The Security Committee oversees the Company’s policies and procedures for protecting the Company’s security infrastructure and for compliance with applicable data protection and security regulations, and related risks. The Security Committee receives reports regarding such risks from management, including our chief security officer, and reports to the Board at least annually. The Committee also oversees the Board’s response to any significant cybersecurity incidents. The Company requires employees with access to information systems, including all corporate employees, to undertake data protection and cybersecurity training and compliance programs annually. 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. 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
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We regularly publish information regarding our sustainability, environmental, social, and human capital goals and initiatives on our website, including in our annual sustainability report titled “Building a Better Future Together.” This report also includes our reporting under the Sustainability Accounting Standards Board (“SASB”), the United Nations (“UN”) Sustainable Development Goals, 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: • 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 450 companies across more than 55 industries and more than 40 countries have joined The Climate Pledge. As part of this commitment, we publish our carbon footprint and calculation methodology. In 2022, our absolute carbon emissions decreased by 0.4%, even as our year-over-year net sales grew 9%. We achieved this in large part by improving efficiency across our business and continuing our investment in renewable energy. Our carbon intensity decreased by 7% from 2021 to 2022, and by 24% since 2019. 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 2022, 90% of Amazon’s electricity consumption was attributable to renewable energy sources, and we remain on a path to reach 100% by 2025. In 2022, we set a new record for the most renewable energy purchased in a single year and remained the world’s largest corporate purchaser 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, with more than 10,000 on the road now. • Circular Economy and Avoiding and Managing Waste. We are working to send less material to landfills and more back into the circular economy. Amazon is minimizing waste, including food waste, increasing recycling, and providing options for our customers to keep items in use longer through repair, refurbishment, resale as pre-owned, or recycling. We created our Ships in Product Packaging program to ship eligible products without added packaging, and since 2015, we have reduced the weight of outbound packaging per shipment by 41% on average and avoided more than 2 million tons of packaging material. We are improving the design and materials used for our packaging, reducing weight, using computer vision and natural language processing to identify optimal packaging type and size, and improving the composition of our plastic packaging to use less material and incorporate more recycled content. We have continued to take steps to reduce single-use plastics in our outbound packaging, and we have disclosed for both 2022 and 2021 the total metric tons of single-use plastic used across our global operations network to ship orders to customers and our reduction of average plastic packaging weight per shipment. 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. • Protecting Natural Resources. We strive to use natural resources in a responsible way across our business and supply chain, while investing in conservation and restoration initiatives. For example, AWS has set a goal of being water positive by 2030—returning more water to communities and the environment than we use in direct operations. We aim to achieve this by improving efficiency, using more sustainable sources such as recycled water, returning water for community reuse, and supporting replenishment projects. • 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 approximately $1.8 billion in loans and grants committed. These commitments have funded or preserved over 14,400 affordable units and supported over 33,100 residents. • Human Rights. Our commitment and approach to human rights are informed by leading international standards and frameworks developed by the 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 priority commitment areas: safe and healthy workplaces, gender equity, fair wages, responsible recruitment and freely chosen employment, environmental protection, and access to effective grievance mechanisms. In addition, as we continue to improve and expand our human rights due diligence practices, we leverage human rights impact assessments (“HRIAs”) to assess and address risks connected to our operations and business relationships. HRIAs help us understand causes of systemic issues, enhance ongoing engagement with critical stakeholders, and facilitate increasingly transparent disclosures. For example, in 2022, Twitch published its first HRIA in partnership with Amazon’s human rights team and consulting firm BSR. Human Capital. We support our employees through initiatives focusing on workplace health and safety, investments in benefits and opportunities, and employee engagement, and we publish information about our innovations in worker safety and key safety metrics. Our goal is to be the safest workplace within the industries in which we operate. From 2019 to 2023, we invested more than $1 billion in safety initiatives, technologies, and programs and, in 2024, we allocated over $750 million in safety investments across our operations. In the United States, we invested $1.3 billion in 2023 toward pay increases for customer fulfillment and transportation employees, bringing the average pay for those roles to over $20.50 per hour, with some locations offering as much as $28 per hour. In addition, we provide numerous benefits to
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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 2023, and during 2023 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.
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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. Mr. Smith and Dr. Ng were initially recommended to the Nominating and Corporate Governance Committee by a third-party search firm pursuant to the Committee’s director recruitment process. 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 2025 Annual Meeting of Shareholders, a director candidate recommendation must be received by the Secretary of Amazon.com, Inc. by December 12, 2024. 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. 2023 Stock Awards Based on the Nominating and Corporate Governance Committee’s recommendation, the Board approved restricted stock unit awards for: (1) 7,815 shares to Ms. McGrath on September 13, 2023, vesting in three equal annual installments on August 15, 2024, August 15, 2025, and August 15, 2026; (2) 7,815 shares to Gen. Alexander and Mr. Smith on September 13, 2023, vesting in three equal annual installments on November 15, 2024, November 15, 2025, and November 15, 2026; and (3) 8,031 shares to Ms. Gorelick on November 15, 2023, vesting in three equal annual installments on February 15, 2025, February 15, 2026, and February 15, 2027. The September and November 2023 awards were designed to provide approximately $355,000 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, 2023 all compensation reportable for directors who served during 2023, as determined by SEC rules.
Director Compensation for 2023
Director Compensation for 2023
Director Compensation for 2023
| Name | Stock Awards(1) | | Jeffrey P. Bezos(2) | $— | | Andrew R. Jassy(2) | — | | Keith B. Alexander(3) | 1,116,939 | | Edith W. Cooper(4) | — | | Jamie S. Gorelick(5) | 1,164,013 | | Daniel P. Huttenlocher(6) | — | | Judith A. McGrath(3) | 1,116,939 | | Indra K. Nooyi(7) | — | | Jonathan J. Rubinstein(6) | — | | Brad D. Smith(3) | 1,116,939 | | Patricia Q. Stonesifer(6) | — | | Wendell P. Weeks(8) | — |
Director Compensation for 2023
(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 annually 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 2023 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, Ms. McGrath, and Mr. Smith each held 7,815 unvested restricted stock units as of December 31, 2023. Ms. McGrath is not standing for re-election at the Annual Meeting. (4) Ms. Cooper held 1,900 unvested restricted stock units as of December 31, 2023. (5) Ms. Gorelick held 9,991 unvested restricted stock units as of December 31, 2023. (6) Ms. Stonesifer, Dr. Huttenlocher, and Mr. Rubinstein each held 4,946 unvested restricted stock units as of December 31, 2023. (7) Mrs. Nooyi held 4,240 unvested restricted stock units as of December 31, 2023. Mr. Weeks held 3,800 unvested restricted stock units as of December 31, 2023. 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, 2024. 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 2025 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.
Director Compensation for 2023
| 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. |
Director Compensation for 2023
| 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, 2024. |
Director Compensation for 2023
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:
Director Compensation for 2023
| | Fiscal 2023 | Fiscal 2022 | | Audit Fees | $37,387,000 | $33,840,000 | | Audit-Related Fees | 9,403,000 | 8,022,000 | | Tax Fees | 0 | 0 | | All Other Fees | 175,000 | 0 | | Total Fees | 46,965,000 | 41,862,000 |
Director Compensation for 2023
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, 2023 (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, 2023, for filing with the Securities and Exchange Commission. The Audit Committee
Indra K. Nooyi Brad D. Smith Wendell P. Weeks
Indra K. Nooyi Brad D. Smith 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 2023, our stock price had increased approximately 5,675% over twenty years (a compound annual growth rate of 22%), 662% over ten years, and 102% 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%. Our compensation philosophy is anchored on periodic grants of time-vested restricted stock units that vest over the long term, which strongly aligns our executives’ compensation with the returns we deliver to shareholders. For example, due to our stock price performance over the course of 2023, our CEO’s 2023 realized compensation decreased by 12% from 2022, showing the alignment between our executive compensation program and our shareholder returns. In addition, following our 2023 Annual Meeting of Shareholders, at which more than 68% of the votes cast supported our advisory vote to approve the compensation of our named executive officers, we engaged in extensive outreach to our shareholders, with the Chair of the Leadership Development and Compensation Committee and/or our Lead Independent Director holding one-on-one or small group meetings with most of our 20 largest shareholders. The Committee did not grant any equity awards to our CEO or any of our named executives during 2023, and our Compensation Discussion and Analysis addresses other matters with respect to our named executives’ compensation. 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 2024 Annual Meeting, our next advisory vote on executive compensation will occur at our 2025 Annual Meeting of Shareholders. Although this advisory vote is not binding, the Leadership Development and Compensation Committee will consider the voting results when evaluating our executive compensation program.
Indra K. Nooyi Brad D. Smith Wendell P. Weeks
| Why We Recommend You Support This Proposal | | • Our compensation is simple, transparent, and strongly aligns our executives’ compensation with the returns we deliver to shareholders: ✓ Our named executive officers’ compensation consists primarily of periodic grants of time-vested RSUs subject to long-term vesting requirements that assume a fixed annual increase in the stock price, so that compensation is negatively impacted if our stock price is flat or declines; ✓ The Committee did not grant any equity awards to our CEO or any of our named executives during 2023; ✓ Salaries are nominal ($365,000 per year or less); and ✓ Other compensation consists of 401(k) matching contribution and security arrangements. • We focus on long-term shareholder value that is realized by share price appreciation. • We do not tie cash or equity compensation to one or a few discrete performance goals and believe performance goals would undermine our focus on innovation and quick adaptation. • We do not provide “above-target” equity award payouts, so the number of shares vesting cannot be increased from what was awarded; instead, we rely on stock price performance to increase the value of awards. • We do not provide severance or retirement benefits or accelerate vesting upon termination or retirement. • We do not maintain executive compensation plans other than our stock plan. • Following our 2023 Annual Meeting of Shareholders, at which more than 68% of the votes cast supported our advisory vote to approve the compensation of our named executive officers, we engaged in extensive outreach to our shareholders. Our Compensation Discussion and Analysis addresses other matters with respect to our named executives’ compensation. • Having considered other approaches to structuring executive compensation arrangements, we remain committed to the structure of our executive compensation because it has worked effectively, having allowed us to: ✓ attract and retain incredibly talented people who have guided our business through countless challenges; ✓ develop our business in ways that we could not have conceived a few years earlier, including initiatives that later became AWS, Kindle, Alexa, Fulfillment by Amazon, Marketplace, and Prime Video; ✓ make long-term commitments to sustainability and other environmental, social, and human capital initiatives and goals; and ✓ drive strong long-term returns to our shareholders. |
Respect Civil Liberties in Digital Services
Beginning of Shareholder Proposal and Statement of Support: RESOLVED: Shareholders request the Board of Directors prepare a report disclosing how Amazon.com, Inc., (“Amazon” or the “Company”) is addressing the impact of its climate change strategy on relevant stakeholders, including but not limited to employees, workers in its supply chain, and communities in which it operates, consistent with the “Just Transition” guidelines of the International Labor Organization and indicators of the World Benchmarking Alliance. The report should be prepared at reasonable cost, omit proprietary information, and be available to investors. SUPPORTING STATEMENT: At the 2021 UN Climate Change Conference, the United States and other governments agreed to the Just Transition Declaration, which aligns with the “Just Transition” guidelines in the International Labor Organization’s Guidelines for a just transition towards environmentally sustainable economies and societies for all. The latter states that an environmentally sustainable future requires “anticipating impacts on employment, adequate and sustainable social protection for job losses and displacement, skills development and social dialogue.” (https://www.ilo.org/wcmsp5/groups/public/@ed_emp/ @emp_ent/documents/publication/wcms_432859.pdf.) Those guidelines emphasize the “pivotal role” of employers “in bringing about social, economic and environmental sustainability with decent work and social inclusion.” The World Benchmarking Alliance’s indicators include discrete, time-based indicators, including those tied to developing a just transition plan through consultation with affected stakeholders; mitigating the negative social impacts of the carbon transition on workers and communities; establishing a clear process for identifying job dislocation risks for workers and communities; and developing plans to retain and reskill workers for an inclusive workforce. (See https:// assets.worldbenchmarkingalliance.org/app/uploads/2021/07/Just-Transition-Methodology.pdf.) Amazon has pledged to reach net-zero carbon emissions by 2040, a goal that suggests dramatic transformations in the way Amazon operates its vast transportation and logistical networks, bringing with it significant changes to the Company’s human capital needs. We believe it is crucial Amazon develop its decarbonization strategy with a systematic focus on ensuring a just and equitable energy transition. A 2022 study by the World Benchmarking Alliance found that the largest transportation companies—many of which approximate Amazon’s own transportation network—were ill-prepared to manage the social impacts of decarbonizing, placing millions of workers at risk. (See https://www.worldbenchmarkingalliance.org/publication/ transport/.) A key area of uncertainty for investors is how some of Amazon’s technological solutions to the climate crisis, such as its investments in electric and autonomous vehicles, impact jobs and communities, including those along its supply chains and transportation networks. A just transition report would help investors better understand the interplay of these technologies, the Company’s climate commitments, and its human capital management practices as well as its broader stakeholder relationships. As one of the largest private employers in the world, with extensive logistical operations, Amazon has a key role in supporting social fairness as the world attempts to decarbonize. Shareholder: International Brotherhood of Teamsters General Fund
Respect Civil Liberties in Digital Services
We Actively Invest in Our Communities and Support a Just Clean Energy Transition Our commitment to The Climate Pledge, Amazon’s goal to reach net zero carbon across our operations by 2040, requires investing in the communities where we operate and where our workers live. As stated in our 2023 Community Impact Report,44 at Amazon, we use our infrastructure, resources, and spirit of invention to address some of the most acute challenges in our communities. We are committed to sustainability and social responsibility as outlined in the Amazon Global Human Rights Principles, which manifests our commitment to the people, workers, and communities that support our entire value chain so that they are treated with fundamental dignity and respect.45 In addition, as the world’s largest corporate renewable energy purchaser for the fourth year in a row, we have a unique role to play in supporting a just, equitable, and sustainable energy transition. For example, we are a founding member of Beyond the Megawatt, an initiative of the Clean Energy Buyers Institute to maximize the environmental and social benefits of the clean energy transition.46 As a member, we support Beyond the Megawatt’s efforts to address resilience, social equity, and environmental protection issues by scaling impact-oriented clean-energy procurement strategies. We partnered with USAID, the BHP Foundation, and the Chandler Foundation on the Powering a Just Energy Transition Green Minerals Challenge, which seeks to catalyze the development, application, and scaling of innovations to strengthen transparency and counter corruption in critical mineral supply chains for the clean energy transition.47 A global clean energy transition will require increased supplies of minerals that power more-sustainable technologies. This rise in demand has the potential to benefit millions through inclusive economic growth—if managed responsibly to prevent corruption and resource exploitation in “green” mineral-rich countries. We have also made a $53 million commitment to address gender inequities that exist for women in the climate finance ecosystem and to support female entrepreneurs with the resources they need to accelerate climate change innovations, including by serving as a founding partner of the Climate Gender Equity Fund, which has raised 44 Available at https://assets.aboutamazon.com/c6/ff/2c89c0ff437cb855a015e81ed898/amazon-community-impact-report-2023.pdf. 45 See https://sustainability.aboutamazon.com/governance/amazon-global-human-rights-principles. 46 See https://www.businesswire.com/news/home/20220602005368/en/The-Clean-Energy-Buyers-Institute-Maximizes-Clean-Energy-Benefits-Beyond-the- Megawatt. 47 See https://www.usaid.gov/news-information/press-releases/nov-15-2022-usaid-calls-for-innovators-to-counter-corruption-in-the-green-minerals-industry. $20 million since its founding in late 2022 and has awarded its first grants to organizations focused on advancing gender-equitable climate action in Africa.48 Our solar and wind farms have also helped generate more than $12 billion in estimated economic investment globally from 2014 through 2022, and supported 39,000 full-time equivalent jobs in 2022 alone, according to an economic model we developed.49 We report on many of these activities and provide information on our sustainability efforts, our community impact and work, and how we strive to support underrepresented and underprivileged communities.50 In addition to our efforts to reduce the environmental impact of our operations, we strive to have a positive impact on other aspects of the communities in which we operate by driving economic growth, investing in affordable housing, and supporting non-profits and community organizations. For example, in 2021, we established the Amazon Housing Equity Fund to provide more than $2 billion in below-market 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.51 We have also partnered with social impact and economic justice groups to support real estate developers of color and facilitate affordable housing projects.52 Our Employees Are the Foundation of Our Success and We Are Intently Focused on Supporting Their Well-Being and Helping Them Grow Their Careers We are also making significant investments in our employees. Amazon has invested more than $10 billion in hourly pay increases over the last five years. In the United States, we invested $1.3 billion in 2023 toward pay increases for customer fulfillment and transportation employees, bringing the average pay for those roles to over $20.50 per hour, with some locations offering as much as $28 per hour. 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 paid pregnancy/parental leave (six weeks for eligible supporting parents).53 We believe all employees should have the opportunity to learn new skills, grow, and build their careers as they develop their professional journeys. To this end, we have committed more than $1.2 billion as part of our Upskilling 2025 pledge to provide prepaid education and technical skills training opportunities to more than 300,000 of our own employees in the United States to help them move into higher-paying roles.54 Through Upskilling 2025, Amazon is creating pathways to careers in fields that will continue growing in the years to come. Programs include Career Choice, an education benefit that pre-pays tuition for employees to learn new skills for career success at Amazon or elsewhere, including Bachelor’s degrees, industry certifications designed to lead to in-demand jobs, and foundational skills such as local language and English proficiency certifications, high school diplomas, and GEDs.55 More than 150,000 Amazon employees worldwide have participated in Career Choice since it launched in 2012. We offer graduate-school-level training for our employees through Machine Learning University, a program designed to give current Amazon employees the chance to develop expertise in machine learning, growing critical skills in an area of rapidly expanding professional opportunities within Amazon. We are also proud to offer our employees the opportunity to participate in our Mechatronics and Robotics Apprenticeship Program. This program, which is registered with the U.S. Department of Labor, provides employees the opportunity to learn skills and technical knowledge needed to fulfill a technical maintenance role within our facilities. Those who complete the first phase of this program see an increase in their wages of up to approximately 40%, and those who complete the second phase see their average wage increase by up to an additional 48%. In addition, Amazon Intelligence Initiative is a career advancement program designed to place employees in engineering roles within AWS, working to operate AWS’s Dedicated Cloud regions. Employees participate in a 12- to 14-month development program 48 See https://www.aboutamazon.com/news/sustainability/amazon-commits-53-million-to-fast-track-innovations-by-female-climate-tech-entrepreneurs; https://www.aboutamazon.com/news/sustainability/climate-gender-equity-fund-grants-to-support-women-led-climate-solutions-in-africa. 49 See https://www.aboutamazon.com/news/sustainability/amazon-renewable-energy-portfolio-january-2024-update. 50 See, e.g., 2022 Amazon Sustainability Report, Building a Better Future Together, available at https://sustainability.aboutamazon.com/2022-sustainability-report.pdf. 51
End of Shareholder Proposal and Statement of Support
| Why We Recommend You Vote Against This Proposal | | • Our processes for nominating directors are designed to advance the long-term interests of shareholders by creating a Board with deep business acumen that reflects a diversity of experience and perspectives. • Director nominees’ personal charitable and political giving does not reflect how the Board manages and oversees the Company. Under Delaware corporate law, our Board has fiduciary duties of care and loyalty to our shareholders and must act in our shareholders’ best interest. |
Supporting Statement
* Less than 1%. (1) Includes 184,282,131 shares as to which Mr. Bezos has sole voting power and no investment power. (2) As of December 31, 2023, based on information provided in a Schedule 13G filed February 13, 2024. The Vanguard Group has sole voting power with respect to none of the reported shares, shared voting power with respect to 12,172,954 of the reported shares, sole investment power with respect to 731,881,113 of the reported shares, and shared investment power with respect to 39,171,437 of the reported shares. (3) As of December 31, 2023, based on information provided in a Schedule 13G filed February 12, 2024. BlackRock, Inc. has sole voting power with respect to 565,960,396 of the reported shares, shared voting power with respect to none of the reported shares, and sole investment power with respect to 630,188,686 of the reported shares. (4) Beneficial ownership information for Dr. Ng is reported as of April 9, 2024. (5) Includes 583 shares as to which Mr. Smith shares or may be deemed to share voting and investment power. Mr. Smith disclaims beneficial ownership of such shares. (6) Includes 340 shares as to which Mr. Selipsky shares or may be deemed to share investment power. Mr. Selipsky disclaims beneficial ownership of such shares. (7) Includes 122,436 shares beneficially owned by other executive officers not individually listed in the table. Compensation Discussion and Analysis Overview We design our compensation programs to attract and retain the best talent, reinforce ownership, and emphasize performance and contribution to our long-term success. As a result, our compensation programs encourage experimentation, innovation, and long-term thinking, and we avoid tying compensation to discrete, short-term performance goals, financial or otherwise. Our executives’ compensation is very simple and generally has two basic components: • Base salaries designed to be significantly less than those paid to senior leadership at similarly situated companies; and • Periodic grants of time-vested restricted stock units subject to long-term vesting requirements that assume a fixed annual increase in the stock price, so that compensation is negatively impacted if our stock price is flat or declines. We also provide security services to certain executives, some of which are reportable as perquisites, although we view all Company-incurred security costs as reasonable and necessary and for the Company’s benefit. Over the past year, directors serving on the Leadership Development and Compensation Committee and our Lead Independent Director, with the support of our ESG Engagement and Investor Relations teams, continued to actively engage with our shareholders regarding our executive compensation program. Consistent with its past practice of granting periodic long-term restricted stock unit awards every other year, the Leadership Development and Compensation Committee did not grant equity awards to any of the named executive officers in 2023. In addition, Mr. Jassy was not granted any restricted stock unit awards in either 2023 or 2022, consistent with the Committee’s previous statement that the restricted stock unit award granted to Mr. Jassy in 2021, in connection with his promotion to President and CEO of Amazon, was intended to represent most of his compensation in the coming years. We focus on realizable compensation by assessing the potential annual value of equity awards vesting over the long term. Mr. Jassy’s 2023 realized compensation (salary plus all other compensation plus value of stock vested during the year) decreased compared to 2022 due to our stock price performance and the decrease in the number of restricted stock units vesting during the year.
Supporting Statement
| Compensation Differentiators | | | What we do | What we don’t do | | ✓ Solicit feedback on our executive compensation through extensive shareholder engagement ✓ Align executive officer and shareholder interests by compensating executives primarily with periodic equity grants with long-term vesting (generally 5 years or more) ✓ Focus on assessing the potential annual value of equity awards as they vest over the long term instead of the accounting value reported in the Summary Compensation Table (which reflects the aggregate value of the awards at grant date before any of the awards have actually been earned) ✓ For periodic restricted stock unit awards, assume a fixed annual increase in the stock price so that compensation will be negatively impacted if our stock price is flat or declines ✓ Limited perquisites, consisting of security arrangements designed to benefit the Company | ✘ No annual cash bonuses or incentive awards and no reliance upon non-GAAP or adjusted performance measures in equity awards ✘ No potential to “game” or manipulate the payout of equity awards through opaque performance criteria, and no discretion or ability to adjust payouts or vesting of equity awards (including no “above-target” payouts) ✘ No post-termination vesting of equity awards if an executive is fired or quits, and no severance or retirement benefits ✘ No supplemental executive retirement or other nonqualified deferred compensation plans |
Supporting Statement
Compensation Processes Our Goals and Philosophy In his very first letter to shareholders in 1997, Jeff Bezos highlighted our belief that a fundamental measure of our success is the shareholder value we create over the long term. In that letter, he identified our compensation program as one of our fundamental management approaches that, because of our emphasis on the long term, enables us to make decisions and weigh tradeoffs differently than other companies. To support these goals, for employees at most levels across the entire Company, we prioritize stock-based compensation that vests over many years and encourages motivated, customer-centric employees to think and act like owners, because they are owners. We believe this focus on the long term has produced strong results for our shareholders over the past 27 years. As with everything we do at Amazon, we have over the years reviewed and re-evaluated our executive compensation program, taking into account views of our shareholders, and continue to do so. This includes evaluating arrangements like annual bonuses and one-, two-, or three-year performance-vesting equity awards. Having considered other approaches, we continue to believe the structure of our executive compensation—emphasizing periodic grants of time-vested restricted stock units vesting over the long term—is best for our business, for three key reasons: • It 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; • It strongly aligns our executives’ compensation with the returns we deliver to shareholders; and • It works, having allowed us to: ✓ attract and retain incredibly talented people who have guided our business through countless challenges; ✓ develop our business in ways that we could not have conceived a few years earlier, including initiatives that later became AWS, Kindle, Alexa, Fulfillment by Amazon, Marketplace, and Prime Video; ✓ make long-term commitments to sustainability and other environmental, social, and human capital initiatives and goals; and ✓ drive strong long-term returns to our shareholders. We recognize that our executive compensation program differs from the approach used by many companies and does not fit the “one size fits all” approach espoused by the major proxy advisory firms when they assess absolute and relative pay-for-performance. But we believe, and through our shareholder engagement many of our investors have acknowledged, that our equity awards vesting over five or six years or longer help drive long-term performance and therefore align pay with performance and shareholder value more effectively than cash or equity programs that tie target and above-target payouts to discrete short-term results. Because our approach focuses on realizable compensation vesting over the long term, our compensation program cannot be assessed simply based on amounts reported in the Summary Compensation Table or a comparison of those amounts with amounts reported by other companies. In particular, the Summary Compensation Table does not take into account the following key aspects of Amazon’s executive compensation program: • Unlike other companies, Amazon’s practice has been to grant periodic (not annual) equity awards and Amazon does not have an annual cash incentive program; • Amazon’s equity awards vest over 5 or more years, in contrast to typical three or four year vesting at other companies, and the vesting schedule of our periodic equity awards is not pro-rata over the life of the award, but is typically back-end weighted; and • Amazon’s equity awards do not allow for more shares to be issued than valued in the Summary Compensation Table (i.e., no “above-target” share vesting). We have carefully considered the productive discussions we have had with our shareholders and the alternative compensation structures used by other companies, including reviewing realized compensation at other companies. From those processes, we have determined that, based on how we run our business and what we have achieved, there are more risks than potential benefits from changing an approach that has been so successful for our shareholders over the past 27 years and that holders of a majority of our shares continue to support, simply to fit into a “one size fits all” approach that does not reflect the nature of our business, that focuses on discrete near-term targets and criteria, and that runs counter to our culture.
Supporting Statement
| Our Approach to Broad-Based Compensation | | Our goal of providing competitive compensation arrangements to attract and retain the best talent applies throughout the Company. For employees at most levels across the Company, we prioritize stock-based compensation that vests over many years. In the United States, we are a leader in providing our employees in customer fulfillment and transportation average pay of more than $20.50 per hour, almost triple 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 paid pregnancy/parental leave (six weeks for eligible supporting parents). We also provide access to Amazon’s Career Choice program, in which we offer pre-paid college tuition as well as high school diplomas, GEDs, and local language and English 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. |
Supporting Statement
Our Compensation Design Our simple executive compensation program has a number of unique features that reflect our goals and philosophy: • We do not tie cash or equity compensation to one or a few discrete performance goals. To have a culture that relentlessly pursues invention and is focused on building shareholder value, not just for the current year, but five, ten, or even twenty years from now, we must encourage experimentation and long-term thinking. By definition, this means we do not know in advance exactly what will work. We do not select one or a few discrete goals that address one-, two-, or three-year performance horizons because we do not want employees to focus on short-term returns or discrete criteria at the expense of long-term growth and constant innovation and reinvention. Instead, to align our executives with long-term value creation, we compensate them primarily with restricted stock unit awards that have long vesting periods, generally five years or more. Simply put, while we could significantly restructure our straight-forward compensation program to conform with the complex programs tied to discrete near-term performance criteria that fit the models utilized by the major proxy advisory firms and establish safe, short-term vesting conditions that constrain innovation and deter our executives from taking longer-term risks (and that could result in above-target payouts even when our stock price declines), we believe our consistent focus on performance across the enterprise over the long term has served our Company and our shareholders well since our founding. AWS, Kindle, Alexa, Fulfillment by Amazon, Marketplace, Prime Video, and The Climate Pledge might not exist today if our horizons were so limited. • We focus on long-term shareholder value that is realized by stock price appreciation. When we set our executives’ target compensation for periodic grants, we do not focus on the accounting value of awards that will be reported in our proxy statement (which reflects the aggregate value of the award as of the date of grant before any of the awards have actually been earned and does not take into account the awards’ long-term and back-end weighted vesting terms), but instead on the actual, multi-year vesting schedule and potential realizable compensation attributable to all of an executive’s stock awards. In valuing potential realizable compensation, we assume a fixed annual increase in the stock price, meaning that our executives’ compensation will be negatively impacted if our stock price is flat or declines, and is favorably impacted if the stock performs beyond the initial stock price assumption. For example, primarily as a result of changes in our stock price over the past year, Mr. Jassy’s 2023 realized compensation (salary plus all other compensation plus value of stock vested during the year) decreased compared to 2022. The alignment between our executives’ compensation and our stock price performance encourages executives to seek out, develop, and pursue initiatives that focus on serving our customers and other stakeholders, and to reflect a long-term view for thinking about our operations holistically and contributing to initiatives across the Company. We provide long-term visibility into compensation opportunities. We believe that establishing long-term compensation visibility for our executive team is an important way to foster an owner’s mindset from day one, and is also an important way to encourage bold, long-term decisions that will lead to innovation—decisions that may not be rewarded, and may possibly even be punished, in traditional incentive programs. We understand that our long vesting schedules, especially for our CEO, are unusual among public companies, and we believe this lends great strength to our program and helps make it among the most shareholder-aligned. Our long-term approach to performance and compensation has helped to retain our talent despite short-term stock price volatility. We do not provide severance or retirement benefits or accelerate vesting upon termination or retirement. All of our named executive officers are employed on an at-will basis. We do not maintain supplemental executive retirement or other nonqualified deferred compensation plans, cash severance programs, or change-in-control benefits for our executive officers (except for the limited situation that restricted stock units would vest if not assumed by an acquiror following a change in control and limited vesting of restricted stock units held by all employees other than the CEO upon death). If an executive terminates employment or retires, all unvested equity is forfeited. • We do not maintain executive compensation plans other than our stock plan. We generally do not provide cash bonuses other than in a new-hire context and do not have an annual incentive program. As a result, our executives’ compensation is easy for us to present to shareholders and easy for shareholders to understand and assess. There is no need for shareholders to be concerned with the selection or rigor of performance goals or to parse through overly complicated payout formulas and dense descriptions of complicated “total rewards” programs. Our executives’ compensation is tied to our shareholder returns, period. Because of these features, our executive compensation is highly transparent and, as shown in the Pay Versus Performance presentation on page 101, strongly aligned with shareholder value. Unlike executive compensation at other companies, where vaguely stated performance conditions and above-target payouts result in opaque and unpredictable compensation unrelated to stock price and shareholder value, shareholders can look at our executives’ restricted stock unit holdings and know exactly how many shares will be delivered when they vest and know that the value of those shares will align with our stock price performance. Shareholder Engagement and Our 2023 Say-on-Pay Vote We believe that effective corporate governance includes year-round engagement with our shareholders and other stakeholders. We meet regularly with our shareholders, including both large and small investors, to discuss business strategy, performance, compensation philosophy, corporate governance, and environmental and social topics.
Supporting Statement
At our 2023 Annual Meeting of Shareholders, more than 68% of the votes cast supported our advisory vote to approve the compensation of our named executive officers. Of our 20 largest shareholders, we believe 13 supported our advisory vote, 3 either split their vote (including an ETF that voted proportionately) or did not indicate how they voted, and four voted against our advisory vote, with one large shareholder indicating that its vote against the proposal was primarily based on factors other than concerns with the design and operation of our executive compensation program. Among our next 30 largest shareholders, we believe about half voted against our advisory vote, with the other half being split between those who supported our advisory vote and those who did not indicate how they voted. Following the 2023 Annual Meeting, the Leadership Development and Compensation Committee, with the support of our ESG Engagement and Investor Relations teams, engaged further with our shareholders regarding our executive compensation program. To support this, since our 2023 Annual Meeting we contacted 42 of our 50 largest shareholders owning approximately 35% of our stock (not counting the approximately 11% voted by our founder and Executive Chair) offering to discuss executive compensation, and we heard back from and engaged with shareholders owning approximately 33% of our stock. The Chair of the Leadership Development and Compensation Committee and/or our Lead Independent Director participated in meetings with shareholders owning approximately 25% of our stock, including one-on-one or small group meetings with most of our 20 largest shareholders. Our engagement also occurred in meetings that included investors beyond our 50 largest shareholders, and we received comments from some shareholders in writing. We presented materials and received feedback during the course of our engagement on, among other things, the elements, design, and operation of our executive compensation program. The following table summarizes the major items raised with our investors regarding the compensation of our named executive officers, and the Committee’s response to this feedback is addressed in the table and the discussion that follows it. After another year of extensive engagement with our shareholders, we are pleased that even more shareholders have come to appreciate the view expressed by the Council of Institutional Investors and discussed in a April 2017 position paper on CEO remuneration issued by Norges Bank Investment Management, one of our 10 largest investors, that equity awards with long vesting terms can effectively motivate and reward executives at a company like Amazon, while stock and cash award payouts that are tied to a handful of discrete performance criteria are a major source of complexity and confusion in executive pay and can result in executive compensation arrangements that are more difficult to value and more vulnerable to obfuscation.
Supporting Statement
| 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. A few questions were raised regarding how the timing and size of restricted stock unit awards were determined. | • Among shareholders who supported our advisory vote on named executive officer compensation, many expressed strong support for the program and the Leadership Development and Compensation Committee. • Questions around how the size of awards is determined tend to arise from a focus on grant date fair values as reported in the Summary Compensation Table and not on realized compensation. Our executives’ realized compensation, as shown in the charts on the following pages, is competitive with peers, given the scope and complexity of the businesses that our executives manage. • Periodic restricted stock units granted in 2022 to our named executive officers other than Messrs. Jassy and Bezos vest over six years and were consistent with our past grant practices. Grant date fair values of Amazon’s equity awards (as reported in the Summary Compensation Table) are not comparable to those reported by other companies due to unique features in Amazon’s compensation program such as their extended vesting terms and the inability to settle for an “above-target” number of shares. | | Suggestions that we consider conditioning the vesting of some portion of our equity awards on the achievement of pre-established, “objective” performance conditions, although divergent views or no specific views as to what performance criteria would be appropriate for Amazon’s business. | • A few shareholders stated that, while they generally favor discrete performance goals, they appreciate the Committee’s thoughtful explanations of the design and operation of our compensation program and understand that the current program is tailored to Amazon’s business, works effectively, and does not lead to “above-target” or windfall payouts. While some shareholders also expressed concern with other companies’ complex executive compensation programs with discrete near-term performance criteria that have been developed by compensation consultants to conform to the models utilized by the major proxy advisory firms, others noted that if carefully planned and not overly complex, such programs can be effective. • Among shareholders who in general support performance-based vesting, we heard divergent views or no specific views as to what performance criteria would be appropriate for Amazon’s business and few shareholders had considered whether such criteria would work effectively over the five-year or greater vesting schedules applicable to our restricted stock unit awards. A number of larger shareholders affirmed that they disfavor ESG-based vesting criteria. • A recent study by ISS Corporate Solutions found that nearly 75% of chief executive officers across the S&P 500 receive payouts at or above target under annual incentive plans, and we have seen many instances in which peer company equity awards pay out at above-target levels. Instead of 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. |
Supporting Statement
| Questions regarding the Leadership Development and Compensation Committee’s responsiveness to the vote on our say-on-pay proposal at our 2022 annual meeting. | • The Committee engaged directly and extensively with shareholders following our 2022 annual meeting. The Committee responded to the questions and concerns it heard, expanding our disclosures regarding the philosophy and design of our executive compensation program. In addition, as reported in the proxy statement for our 2023 annual meeting of shareholders, the Committee responded to the discussions it had by confirming that it intends for periodic equity awards to continue to have long-term vesting, such as the awards granted in 2022 to the named executive officers other than Messrs. Jassy and Bezos, which vest over six years, and confirming that it did not intend to grant periodic awards to any of the named executive officers in 2023. A number of shareholders stated that they appreciated the enhanced disclosure provided in the proxy statement for the 2023 Annual Meeting around the Committee’s consideration of and responses to our prior year’s advisory vote on executive compensation. • Some shareholders questioned whether the Committee is committed to the existing executive compensation program even though some shareholders may continue to view the program as insufficient due to the absence of performance-vesting conditions. Given the simplicity of our executive compensation program, which does not include an annual cash incentive program and relies on periodic grants of restricted stock units with long-term vesting terms (meaning that executives’ near-term compensation is derived primarily from restricted stock units granted in past years), any deviation from our long-term approach to executive compensation would require a fundamental restructuring of the program that could take several years to implement. As with the Company’s long-term approach to executive compensation, the Committee believes that fundamental design changes should not be based on short-term events. The Committee will continue to engage with shareholders to ensure that the Company’s executive compensation program remains aligned with the Company’s business and culture and operates in alignment with shareholders’ long-term interests. • The Committee recognizes that our executive compensation program differs from the approach used by many companies and does not fit the “one size fits all” approach espoused by the major proxy advisory firms when they assess absolute and relative pay-for-performance. Instead of focusing on amounts reported in the SEC’s Summary Compensation Table, our approach focuses on realizable compensation vesting over the long term and the effect equity awards have in aligning our executives’ focus on long-term shareholder value. The Committee is encouraged by a growing recognition that “cookie cutter” pay designs may not be appropriate for all companies or in shareholders’ best long-term interests. For example, as noted above, many of the tenets underlying the Company’s executive compensation program align with principles endorsed by the Council of Institutional Investors and discussed in the April 2017 position paper on CEO remuneration issued by Norges Bank Investment Management, one of our 10 largest shareholders. |
Supporting Statement
The Leadership Development and Compensation Committee carefully considered the results of the 2023 advisory vote approving the compensation of our named executive officers as well as input we received from shareholders and analyses by proxy advisory firms. In particular, the Committee considered arguments supporting and criticizing the use of discrete performance-based vesting or payout conditions for equity-based compensation, and evaluated the benefits and success of our existing executive compensation arrangements in driving long-term performance and the other factors discussed in this Compensation Discussion and Analysis. The Committee also evaluated the executive compensation program in the context of the shifting economic environment and the dynamic and evolving nature of the Company’s business and prospects, including expectations for rapid changes across its business due to developments in adoption and deployment of artificial intelligence, and other long-term capital-intensive projects under development at the Company. Following its consideration and discussion of these matters, the Leadership Development and Compensation Committee determined that it would not advance the Company’s interests to add performance conditions to the outstanding equity awards granted to our named executives in prior years and that it would not advance the Company’s goals to grant new equity awards with near-term performance-based vesting conditions, which would only serve to increase the executives’ realizable compensation, or to otherwise fundamentally alter Amazon’s current compensation arrangements. The Committee continues to believe that the Company’s compensation program is currently operating exactly as intended, aligning executives’ interests with both near-term and long-term shareholder returns, as reflected by the decline in the named executives’ realized compensation in 2022 and the gradual increases in the amounts realized based on our stock price performance over the course of 2023. The Committee also continues to believe that the long-term vesting schedules applicable to the named executive officers’ equity awards sufficiently motivate them to focus on improving and expanding the Company’s operations, and that the equity awards granted to the named executives in prior years continue to sufficiently motivate them to focus on and improve shareholder value. Therefore, consistent with its past practice of granting periodic awards to our executives every other year, the Committee did not grant any restricted stock units to the named executive officers in 2023. Alignment with Performance We share the view expressed by the Council of Institutional Investors, Norges Bank Investment Management, and others that tying stock and cash award payouts to a handful of discrete performance criteria is a major source of complexity and confusion in executive pay and results in executive compensation arrangements that are more difficult to value and more vulnerable to obfuscation than time-vesting restricted stock units. A recent report by ISS Corporate entitled “Annual Incentive Payouts: Are Target Goals Too Modest,” found that more than 70% of CEOs achieved target or above-target payouts of annual incentives in fiscal 2022, and we have seen companies that often pay out performance-based equity awards at “above-target” levels (in some cases more than 200% of target, far beyond the level of stock price appreciation). At these companies, shareholders are not able to assess the relationship between the value of the awards at grant and how much executives may realize when the awards vest because shareholders cannot assess the difficulty of the performance criteria applicable to those awards. For example, had we set one-, two-, or three-year performance goals in the past based on achieving strong financial performance or based on achieving discrete operational objectives, we likely would have paid out far more in compensation (150%, 200%, or more) than we actually did. In contrast, we do not leverage or increase share awards to provide “above-target” or windfall payouts based on whether one or a few discrete goals were met. The only way in which our executives can earn “above-target” compensation is to enhance our long-term share value, which benefits all shareholders. We believe that selecting discrete performance metrics is not the best way for a dynamic and growth-oriented company like Amazon to align executive pay with long-term performance and shareholder value. In our view, selecting a handful of discrete performance metrics as a basis for vesting or paying out compensation is fraught with the risk of improperly influencing or constraining long-term performance and inhibiting innovation. For example, in 1997, had we adopted performance measures appropriate for a bookseller, we may have inadvertently discouraged our employees from investing their time and energy in initiatives that later became AWS, Kindle, Alexa, Fulfillment by Amazon, Marketplace, and Prime Video. To remain a highly innovative and nimble company that is able to respond rapidly to dynamic market conditions and dramatic change—such as was required during the Covid-19 pandemic and in response to the recent surge in demand for AI-supported services—Amazon needs to be able to shift course rapidly without executives being preoccupied with near-term performance criteria that might run counter to business needs. Tying compensation to specific business performance measures also could discourage employee mobility across our businesses and, in particular, deter high-performing employees from taking important and challenging roles in businesses that could benefit most from their leadership. In addition, given the unique nature of Amazon, the diversity of our operations and initiatives, and the dynamic and evolving nature of our business, standardized industry indices are either too broad— taking into account industries that are not reflected in the Company’s operations—or too narrow to serve as relevant comparisons for benchmarking company performance, as reflected in the Committee’s experience in selecting peer companies for target compensation comparisons, as discussed below under “Compensation Governance; Compensation Committee Process.” For example, benchmarking performance against a technology index might have proven a disincentive to building our own devices, developing our own movies and TV shows, or innovating shipping and delivery methods. A customized index locks in a business profile at a point in time, which may deter employees from developing and pursuing initiatives that do not fit into that mold, or would require adjustment over time given the five year or greater time horizons over which our executives’ equity awards vest, which could create the appearance of gamesmanship or moving targets. Our compensation program allows and encourages us to innovate. We believe our executive compensation program works well for our employees and for our shareholders. For example, as of the end of 2023, our stock price had increased approximately 5,675% over twenty years (a compound annual growth rate of 22%), 662% over ten years, and 102% 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 shown on the Pay Versus Performance presentation on page 101, the Compensation Actually Paid to our executives is directly impacted by our stock price performance. 2023 Compensation Decisions Base Salaries
Supporting Statement
Base salaries for named executive officers are designed to provide a minimum level of cash compensation and to be significantly less than those paid to senior leadership at similarly situated companies. The base salary for each of our named executive officers was $365,000, except that Mr. Bezos’s salary was $81,840. Due to Mr. Bezos’s substantial ownership in Amazon, Mr. Bezos requested not to receive additional compensation and has never received annual cash compensation in excess of his current amount. Annual Bonuses None of the named executive officers received an annual incentive or cash bonus in 2023. Stock-Based Compensation As discussed above, the primary component of a named executive officer’s total compensation is stock-based compensation in order to closely tie total compensation to long-term shareholder value. Accordingly, named executive officers receive sizeable stock-based awards at the time of hire and are also eligible for stock-based awards in connection with promotions and on a periodic basis. Since late 2002, we have used restricted stock units as our primary stock-based compensation vehicle and have granted periodic awards to our executive officers on an every-other-year basis. We believe that restricted stock units align the long-term interests of named executive officers and shareholders and help efficiently manage overall shareholder dilution from stock awards. These restricted stock unit awards generally vest over a period of five years or more. Vesting does not accelerate as a result of termination of employment or retirement. Because our compensation program is designed to reward long-term performance and operate over many years, named executive officers typically do not receive periodic stock-based awards every year. When we set our executives’ target compensation for these periodic grants, we assume a fixed annual increase in the stock price so that our executives’ compensation will be negatively impacted if our stock price is flat or declines. Annual total compensation as reported in the Summary Compensation Table below includes the entire fair value as of the grant date of a stock award granted in that year, without regard to the fact that the grant vests over a number of years and without regard to the fact that our past practice has been to make periodic grants every other year and not annually. Unlike equity awards at some companies, the stock awards reported below cannot payout for an “above-target” number of shares. As a result of these features, a named executive officer’s total compensation as reported in the Summary Compensation Table will be higher in years in which he or she receives a grant compared to years in which he or she does not receive a grant, and may not be comparable to amounts reported by other companies. In contrast, as discussed above, when approving new equity awards, the Leadership Development and Compensation Committee does not focus on the aggregate grant date fair value that is required to be reported in the Summary Compensation Table under SEC rules, but instead evaluates the annual value of the awards that will vest in future years under various stock price scenarios, taking into account the named executive officer’s cash compensation and the projected annual value of pre-existing stock-based compensation vesting in those subsequent years, if any. 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 from Amazon. 2023 Compensation of our Named Executive Officers In 2023, the Leadership Development and Compensation Committee did not grant restricted stock unit awards to any of the named executive officers, in line with our compensation philosophy and based on the Leadership Development and Compensation Committee’s consideration of the factors discussed above. Accordingly, our named executive officers’ realized compensation for 2023 was attributable primarily to vesting of restricted stock unit awards granted in prior years. Because a portion of their restricted stock units vest in each quarter during the year, our named executive officers’ realized compensation reflects our stock price performance over the course of the year, instead of on a single vesting date in the year, further aligning with our shareholders’ interests. As shown in the graphs below, Mr. Jassy’s 2023 realized compensation (salary plus “all other compensation” as reported in the Summary Compensation Table, plus value of stock vested during the year) decreased compared to 2022 due to our stock price performance over the course of those years (e.g., a closing stock price of $143.90 on his last vest date in 2023 compared to $156.51 on his first vest date in 2022) and a 9% decrease in the number of restricted stock units vesting during 2023 compared to 2022. Both his 2023 and 2022 realized compensation was significantly lower than for 2021, due to both our lower stock price and a lower number of shares vesting during 2023 and 2022. Mr. Herrington and Mr. Selipsky had higher realized compensation in 2023 than in 2022, due to an increase in the number of shares scheduled to vest, reflecting their increased tenure in their positions, and due to our stock price performance. However, for Mr. Herrington (compared to his predecessor’s equity awards) and Mr. Selipsky, even though more shares vested in 2023 than in 2021, realized compensation was lower than in 2021, reflecting the decline in our stock price. The Leadership Development and Compensation Committee believes that the realized compensation of our named executive officers is competitive and appropriately reflects the scope of our executives’ responsibilities and the alignment of our compensation program with shareholders’ interests. The total number of restricted stock units granted to all of our named executive officers during the three-year period from 2021 to 2023 represented on average (i) 0.64% of the total number of restricted stock units granted to all employees during the same three-year period and (ii) less than 0.01% of the weighted-average number of shares outstanding for the same three-year period. Other Compensation and Benefits Named executive officers receive additional compensation in the form of vacation, medical, 401(k), relocation, and other benefits generally available to all of our employees. In addition, in light of our Company’s and our executives’ prominence, we provide security for Messrs. Bezos, Jassy, Herrington, and Selipsky, including security in addition to that provided at business facilities and during business-related travel. We believe that all Company-incurred security costs are reasonable and necessary and for the Company’s benefit. The Leadership Development and Compensation Committee annually reviews the amount and nature of executive officers’ security expenses. Reportable security expenses are included in the “All Other Compensation” column of the Summary Compensation Table. Amazon’s policy is that it does not provide other perquisites to our named executive officers. Compensation Governance Compensation Committee Process The Leadership Development and Compensation Committee may engage compensation consultants but did not do so in 2023. In evaluating the compensation of our named executive officers in 2023, the Committee reviewed and discussed peer company compensation benchmarking information from third-party surveys, including compensation data for retail, Internet, technology, and media companies including Alphabet, Apple, Cisco, Costco, Disney, Intel, Kroger, Meta, Microsoft, Netflix, Oracle, Salesforce, Target, UPS, and Walmart.
Supporting Statement
Restricted stock unit grant amounts and vesting for named executive officers are established by the Leadership Development and Compensation Committee after receiving recommendations from the Senior Vice President, People eXperience and Technology, and the CEO. Generally, the Leadership Development and Compensation Committee considers whether to make periodic grants to executive officers in connection with our annual performance and compensation review process, which normally occurs between January and April. The Leadership Development and Compensation Committee exercises discretion in determining executive officers’ compensation and does not require that compensation be set at a specific level relative to what is reflected in survey data that it reviews. For new hire, promotion, and periodic restricted stock unit awards, the Senior Vice President, People eXperience and Technology, and the CEO develop grant recommendations to set a total compensation target for each named executive officer by evaluating a variety of factors, such as the compensation of similarly situated senior executives at Amazon and at other companies with which we compete for talent, past contributions to performance, and expected contributions to our future success, and then designing restricted stock unit awards to help meet those total compensation targets. As discussed above, this evaluation also takes into account the named executive officer’s cash compensation and the estimated value of pre-existing stock-based compensation vesting in subsequent years, if any, and stock price appreciation assumptions. Clawback Policy We have a compensation clawback policy that permits us to recover equity and cash bonuses from current and former named executive officers and other members of senior management if they engage in fraud or intentional misconduct that causes or contributes to a restatement of our financial statements. To comply with SEC and Nasdaq rules, during 2023 we amended the clawback policy, a copy of which is filed with the SEC as an exhibit to our Annual Report on Form 10-K, to provide for recovery of any incentive-based compensation, as defined under the rules, in the event we are required to prepare an accounting restatement due to the Company’s material noncompliance with any financial reporting requirement under the federal securities laws. Anti-Hedging Policy Under our trading policies, directors, executive officers, and other employees above a specified level, as well as persons sharing their households, are prohibited from engaging in any speculative, hedging, or derivative security transaction that primarily involves or references Amazon securities. Other employees are prohibited from engaging in such hedging transactions unless they confirm that they satisfy certain conditions, including that they are not in possession of material non-public information, and that the arrangement expires or settles automatically at least six months after the date entered into with no discretion by the employee as to the timing or manner of settlement. Leadership Development and Compensation Committee Report The Leadership Development and Compensation Committee, which is composed solely of independent members of the Board of Directors, assists the Board in fulfilling its oversight responsibility relating to, among other things, establishing and reviewing compensation of the Company’s executive officers. The Leadership Development and Compensation Committee reviewed and discussed with management the Company’s Compensation Discussion and Analysis and, based on the review and discussion, recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement. The Leadership Development and Compensation Committee
2023 Summary Compensation Table
2023 Summary Compensation Table
2023 Summary Compensation Table
| Name and Principal Position | Year | Salary | Stock Awards(1) | All Other Compensation | Total | | Andrew R. Jassy President and Chief Executive Officer | 2023 | $365,000 | $— | $992,764(2) | $1,357,764 | | | 2022 | 317,500 | — | 981,223 | 1,298,723 | | | 2021 | 175,000 | 211,933,520 | 592,649 | 212,701,169 | | Jeffrey P. Bezos Founder and Executive Chair | 2023 | 81,840 | — | 1,600,000(3) | 1,681,840 | | | 2022 | 81,840 | — | 1,600,000 | 1,681,840 | | | 2021 | 81,840 | — | 1,600,000 | 1,681,840 | | Brian T. Olsavsky SVP and Chief Financial Officer | 2023 | 365,000 | — | 6,600(4) | 371,600 | | | 2022 | 313,750 | 17,861,193 | 6,100 | 18,181,043 | | | 2021 | 160,000 | — | 3,200 | 163,200 | | Douglas J. Herrington CEO Worldwide Amazon Stores | 2023 | 365,000 | — | 29,231(2) | 394,231 | | | 2022 | 309,997 | 42,880,341 | 25,441 | 43,215,779 | | Adam N. Selipsky CEO Amazon Web Services | 2023 | 365,000 | — | 58,236(2) | 423,236 | | | 2022 | 317,500 | 40,752,682 | 43,113 | 41,113,295 | | | 2021 | 109,722 | 81,294,756 | 49,045 | 81,453,523 | | David A. Zapolsky SVP, Global Public Policy & General Counsel | 2023 | 365,000 | — | 6,600(4) | 371,600 | | | 2022 | 313,750 | 17,861,193 | 6,100 | 18,181,043 | | | 2021 | 160,000 | — | 3,200 | 163,200 |
2023 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 2023 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 ($986,164, $22,631, and $51,636 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. (4) 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 The Company did not grant stock or other plan-based awards to the named executive officers in 2023. Outstanding Equity Awards and Stock Vested The following table sets forth information concerning the outstanding stock awards held at December 31, 2023 by the named executive officers.
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 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 | 1,461,680(2) | $222,087,659 | | Jeffrey P. Bezos | — | — | | Brian T. Olsavsky Restricted stock units | 196,140(3) | 29,801,512 | | Douglas J. Herrington Restricted stock units | 389,827(4) | 59,230,314 | | Adam N. Selipsky Restricted stock units | 390,380(5) | 59,314,337 | | David A. Zapolsky Restricted stock units | 196,140(6) | 29,801,512 |
Outstanding Equity Awards at 2023 Fiscal Year-End
(1) Reflects the closing market price of our common stock on December 29, 2023, $151.94, multiplied by the number of restricted stock units that were not vested as of December 31, 2023. (2) Reflects shares of our common stock subject to: (a) a restricted stock unit award that vested as to 20,120 shares on February 21, 2024; (b) a restricted stock unit award that vested as to 25,000 shares on February 21, 2024; (c) 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 (d) a restricted stock unit award that vested as to 10,000 shares on February 21, 2024; and vesting as follows, assuming continued employment: 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 10,620 shares on February 21, 2024; (b) a restricted stock unit award that vested as to 3,940 shares on February 21, 2024; and vesting as follows, assuming continued employment: 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 that vested as to 2,240 shares on February 21, 2024; and vesting as follows, assuming continued employment: 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, 2023 is 113,320 shares and $17,217,841. (4) Reflects shares of our common stock subject to: (a) a restricted stock unit award that vested as to 11,300 shares on February 21, 2024; (b) a restricted stock unit award that vested as to 4,920 shares on February 21, 2024; and vesting as follows, assuming continued employment: 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 that vested as to 7,500 shares on February 21, 2024; and vesting as follows, assuming continued employment: 7,500 shares on each of 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 9,659 shares on February 15, 2024; and vesting as follows, assuming continued employment: 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, 2023 is 225,088 shares and $34,199,871. Reflects shares of our common stock subject to: (a) a restricted stock unit award that vested as to 25,640 shares on February 15, 2024; and vesting as follows, assuming continued employment: 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 that vested as to 7,760 shares on February 21, 2024; and vesting as follows, assuming continued employment: 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, 2023 is 225,340 shares and $34,238,160. (6) Reflects shares of our common stock subject to: (a) a restricted stock unit award that vested as to 10,620 shares on February 21, 2024; (b) a restricted stock unit award that vested as to 3,940 shares on February 21, 2024; and vesting as follows, assuming continued employment: 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 that vested as to 2,240 shares on February 21, 2024; and vesting as follows, assuming continued employment: 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, 2023 is 113,320 shares and $17,217,841.
Stock Vested in 2023
Stock Vested in 2023 The following table sets forth information concerning stock awards that vested during the last fiscal year with respect to the named executive officers.
Stock Vested in 2023
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting(1) | | Andrew R. Jassy | 225,340 | $27,830,305 | | Jeffrey P. Bezos | — | — | | Brian T. Olsavsky | 67,160 | 8,218,305 | | Douglas J. Herrington | 158,163 | 18,897,502 | | Adam N. Selipsky | 129,700 | 16,100,877 | | David A. Zapolsky | 67,160 | 8,218,305 |
Stock Vested in 2023
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 $151.94 on December 29, 2023 is set forth in notes (3) through (6) of the “Outstanding Equity Awards at 2023 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, 2023, 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 $151.94 on December 29, 2023 is set forth in the “Outstanding Equity Awards at 2023 Fiscal Year-End” table.
Pay Versus Performance Table
Pay Versus Performance Table Pursuant to recently adopted SEC rules, the following table and accompanying description sets forth information for the past four fiscal years regarding compensation as calculated under SEC rules and certain financial performance measures specified under SEC rules.
Pay Versus Performance
Pay Versus Performance
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(1) | 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 | | | 2023 | N/A | $1,357,764 | N/A | $109,566,048 | $648,501 | $19,774,578 | $164 | $201 | $163 | $30,425 | | 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 |
Pay Versus Performance
(1) The Company’s Non-CEO NEOs in 2023 and 2022 were Adam N. Selipsky, Brian T. Olsavsky, David A. Zapolsky, Douglas J. Herrington, and Jeffrey P. Bezos; in 2021, they were Mr. Selipsky, Mr. Olsavsky, David H. Clark, and Mr. Zapolsky, and in 2020 they were Mr. Jassy, Mr. Olsavsky, Mr. Clark, and Mr. Zapolsky. 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; • The total shareholder return of our common stock, the NYSE Technology Index, and the S&P 500 Retailing Index, expressed as a dollar value assuming a $100 investment on December 31, 2019 and, except in the case of the NYSE Technology Index, assuming the reinvestment of any dividends; 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 2023 is set forth below. The proxy statement for our 2023 Annual Meeting of Shareholders includes corresponding information for fiscal years 2020 through 2022. 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).
Pay Versus Performance
| | Jassy 2023 | 2023 Average for Non-CEO NEOs | | Summary Compensation Table Total Compensation | $1,357,764 | $648,501 | | A (Minus) Grant Date Fair Value of Awards Granted During the Year | N/A | N/A | | B Plus Fair Value as of Year-End of Equity Awards Granted during the Year | N/A | N/A | | C Plus (Minus) Change from Prior Year-End in Fair Value of Awards That Vested During the Year | 8,901,745 | 3,194,323 | | D Plus (Minus) Year-over-Year Change in Fair Value of Unvested Awards Granted in Prior Years | 99,306,539 | 15,931,754 | | Compensation Actually Paid | $109,566,048 | $19,774,578 |
Pay Versus Performance
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 2023 when our share price TSR was up approximately 80% for the year, our CEO’s Compensation Actually Paid was approximately $110 million, reflecting the fact that the value of restricted stock units that vested during the year increased by approximately $8.9 million from those awards’ value at the end of the prior year, and that the value of his unvested restricted stock units increased by approximately $99 million. In contrast, 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, and more than 80% of the shares subject to that award 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 Leadership Development and Compensation Committee did not grant Mr. Jassy any equity awards during 2022 or 2023. 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. The Leadership Development and Compensation Committee did not grant equity awards to any of our named executives during 2023. Restricted stock unit awards granted as new-hire, promotion, or periodic awards in 2020, 2021 and 2022 were the other primary element affecting Compensation Actually Paid for those years. The amounts actually realized under those awards depends on and aligns with our 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, if any, 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 four fiscal years.
Pay Versus Performance
| CEO CAP vs. Amazon’s TSR | Non-CEO NEOs CAP vs. Amazon’s TSR | | | |
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 directly related to changes in our net income, since we believe that focusing on one or a few discrete financial performance measures is not an effective means of aligning our executives’ compensation with long-term shareholder value. For example, our net income increased to $30.4 billion for 2023 compared to a $2.7 billion loss for 2022, reflecting non-operating items such as changes in the stock market’s value of our investment in Rivian Automotive of $797 million in 2023 and $(12.7) billion in 2022. While our stock price also improved in 2023 compared to the price at the end of 2022, that increase was not proportionate compared to the improvement in net income, reflecting among other things that our 2023 net income was not reported until after the end of the fiscal year. We believe the lack of correlation between our stock price performance 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 four 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. 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, 2023:
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 | 405,760,030(1) | 1,189,769,489(2) | | Equity compensation plans not approved by shareholders | — | 376,259,440 | | Total | 405,760,030(3) | 1,566,028,929 |
Pay Versus Performance
(1) Includes 405,760,030 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 7,750 shares of common stock issuable upon exercise of stock options having a weighted-average exercise price of $3.56 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 22, 2024, 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/AMZN2024 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 11, 2024. 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 28, 2024, the record date, will be entitled to notice of, and to vote at, the Annual Meeting. On that date, we had 10,402,744,035 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; 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:
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 |
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, 2024, 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
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 | | | | | Items 4-17—Shareholder Proposals | | | |
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 28, 2024, 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/AMZN2024 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/AMZN2024. 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/AMZN2024 approximately 15 minutes before the meeting starts on May 22, 2024. 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 2023 annual total compensation of our median compensated employee (identified from all full- and part-time permanent and temporary employees worldwide, excluding our CEO) was $36,274; Mr. Jassy’s 2023 annual total compensation as reported under SEC rules was $1,357,764, resulting in a ratio of those amounts of 1-to-37. For 2023, the median annual total compensation for all U.S. full-time Amazon employees was $45,613, up from $41,762 as reported for 2022, reflecting average pay for employees in customer fulfillment and transportation of more than $20.50 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 paid pregnancy/parental leave (six weeks for eligible supporting parents). We also provide access to Amazon’s Career Choice program, in which we offer pre-paid college tuition as well as high school diplomas, GEDs, and local language and English 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, 2023. 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 2023, Amazon sold approximately $9.3 million of consumer goods to Blue Origin under a line of credit. In 2023, Amazon purchased approximately $1.1 million of advertising from, and paid approximately $3.6 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 $2.1 billion under the agreements, and approximately $805 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 2023, Ms. Olsavsky earned $123,185 in salary. She was also granted a restricted stock unit award with respect to 466 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.
Pay Versus Performance
Connor Clinton, an employee of Amazon, is the son-in-law of Mr. Olsavsky. In 2023, Mr. Clinton earned $147,500 in salary. He was also granted a restricted stock unit award with respect to 449 shares, vesting over 2.6 years. His compensation is consistent with the total compensation provided to other employees of the same level with similar responsibilities. We may, from time to time, participate in additional arms’ length transactions with entities affiliated with our Related Persons in the ordinary course of business. 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 2025 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 corporate-secretary@amazon.com or 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 Thursday, December 12, 2024 and, in the case of a proxy access nomination, no earlier than Tuesday, November 12, 2024. 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 2025 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 22, 2025 and no later than February 21, 2025. However, if we hold the 2025 Annual Meeting of Shareholders more than 30 days before, or more than 60 days after, the anniversary of the 2024 Annual Meeting date, then the information must be received no earlier than the 120th day prior to the 2025 Annual Meeting date, and not later than (i) the 90th day prior to the 2025 Annual Meeting date or (ii) the tenth day after public disclosure of the 2025 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, 2023 (the “2023 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 2023 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
Pay Versus Performance
If you would like an additional copy of the 2023 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. SCAN TOVIEW MATERIALS & VOTE AMAZON.COM, INC. C/O PROXY SERVICESP.O. BOX 9142 FARMINGDALE, NY 11735 VOTE BY INTERNETBefore The Meeting - Go to www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m., Eastern Time, on May 21, 2024. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.During The Meeting - Go to www.virtualshareholdermeeting.com/AMZN2024You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern Time, on May 21, 2024. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign, and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:V29737-P05744 AMAZON.COM, INC. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. Company Proposals — The Board of Directors recommends a vote FOR all the nominees listed in Proposal 1 and FOR Proposals 2 and 3.1.ELECTION OF DIRECTORSNominees:1a. Jeffrey P. Bezos 1b. Andrew R. Jassy ForAgainst Abstain Shareholder Proposals — The Board of Directors recommends a vote AGAINST Proposals 4 through 17.4.SHAREHOLDER PROPOSAL REQUESTING AN ADDITIONAL BOARD COMMITTEE TO OVERSEE PUBLIC POLICY5.SHAREHOLDER PROPOSAL REQUESTING AN ADDITIONAL BOARD COMMITTEE TO OVERSEE THE FINANCIAL IMPACT OF POLICY POSITIONS ForAgainst Abstain 1c.Keith B. Alexander1d. Edith W. Cooper1e. Jamie S. Gorelick1f.Daniel P. Huttenlocher1g. Andrew Y. Ng1h. Indra K. Nooyi1i.Jonathan J. Rubinstein1j.Brad D. Smith1k. Patricia Q. Stonesifer1l.Wendell P. Weeks2.RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS3.ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION 6.SHAREHOLDER PROPOSAL REQUESTING A REPORT ON CUSTOMERDUE DILIGENCE7.SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTINGON LOBBYING8.SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTINGON GENDER/RACIAL PAY9.SHAREHOLDER PROPOSAL REQUESTING A REPORT ON VIEWPOINTRESTRICTION10.SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTINGON STAKEHOLDER IMPACTS11.SHAREHOLDER PROPOSAL REQUESTING A REPORT ONPACKAGING MATERIALS12.SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTINGON FREEDOM OF ASSOCIATION13.SHAREHOLDER PROPOSAL REQUESTING ALTERNATIVE EMISSIONSREPORTING14.SHAREHOLDER PROPOSAL REQUESTING A REPORT ON CUSTOMERUSE OF CERTAIN TECHNOLOGIES15.SHAREHOLDER PROPOSAL REQUESTING A POLICY TO DISCLOSEDIRECTORS’ POLITICAL AND CHARITABLE DONATIONS16.SHAREHOLDER PROPOSAL REQUESTING AN ADDITIONAL BOARDCOMMITTEE TO OVERSEE ARTIFICIAL INTELLIGENCE17.SHAREHOLDER PROPOSAL REQUESTING A REPORT ONWAREHOUSE WORKING CONDITIONSNOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof. Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.V29738-P05744Annual Meeting of Shareholders –– May 22, 2024THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANYThe undersigned shareholder of Amazon.com, Inc., a Delaware corporation (the "Company"), hereby appoints Andrew R. Jassy, David A. Zapolsky, and Mark F. Hoffman, or any one of them, with full power of substitution in each, as proxies to cast all votes that the undersigned is entitled to cast at the Annual Meeting of Shareholders (the "Annual Meeting") of the Company to be held at 9:00 a.m., Pacific Time, on May 22, 2024 at www.virtualshareholdermeeting.com/AMZN2024, or any adjournment or postponement thereof, with authority to vote upon the proposals identified on the reverse side of this Proxy Card and in their discretion upon such other matters as may be properly presented at the meeting.THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER AND IN ACCORDANCE WITH THE DIRECTION OF THE PROXIES AS TO ANY OTHER MATTERS THAT ARE PROPERLY PRESENTED. IF DIRECTION IS NOT GIVEN, THIS PROXY WILL BE VOTED AS THE BOARD OF DIRECTORS RECOMMENDS.(Continued and to be marked, signed, and dated on the other side)
Pay Versus Performance
SCAN TOVIEW MATERIALS & VOTE AMAZON.COM, INC. C/O PROXY SERVICESP.O. BOX 9142 FARMINGDALE, NY 11735 VOTE BY INTERNETBefore The Meeting - Go to www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m., Eastern Time, on May 19, 2024. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern Time, on May 19, 2024. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign, and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.You may attend the meeting via the Internet. Go to www.virtualshareholdermeeting.com/AMZN2024. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:AMAZON.COM, INC.THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V29739-Z86979 Company Proposals — The Board of Directors recommends a vote FOR all the nominees listed in Proposal 1 and FOR Proposals 2 and 3.1.ELECTION OF DIRECTORSNominees:1a. Jeffrey P. Bezos 1b. Andrew R. Jassy ForAgainst Abstain Shareholder Proposals — The Board of Directors recommends a vote AGAINST Proposals 4 through 17.4.SHAREHOLDER PROPOSAL REQUESTING AN ADDITIONAL BOARD COMMITTEE TO OVERSEE PUBLIC POLICY5.SHAREHOLDER PROPOSAL REQUESTING AN ADDITIONAL BOARD COMMITTEE TO OVERSEE THE FINANCIAL IMPACT OF POLICY POSITIONS ForAgainst Abstain 1c.Keith B. Alexander1d. Edith W. Cooper1e. Jamie S. Gorelick1f.Daniel P. Huttenlocher1g. Andrew Y. Ng1h. Indra K. Nooyi1i.Jonathan J. Rubinstein1j.Brad D. Smith1k. Patricia Q. Stonesifer1l.Wendell P. Weeks2.RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS3.ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION 6.SHAREHOLDER PROPOSAL REQUESTING A REPORT ON CUSTOMERDUE DILIGENCE7.SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTINGON LOBBYING8.SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTINGON GENDER/RACIAL PAY9.SHAREHOLDER PROPOSAL REQUESTING A REPORT ON VIEWPOINTRESTRICTION10.SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTINGON STAKEHOLDER IMPACTS11.SHAREHOLDER PROPOSAL REQUESTING A REPORT ONPACKAGING MATERIALS12.SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTINGON FREEDOM OF ASSOCIATION13.SHAREHOLDER PROPOSAL REQUESTING ALTERNATIVE EMISSIONSREPORTING14.SHAREHOLDER PROPOSAL REQUESTING A REPORT ON CUSTOMERUSE OF CERTAIN TECHNOLOGIES15.SHAREHOLDER PROPOSAL REQUESTING A POLICY TO DISCLOSEDIRECTORS’ POLITICAL AND CHARITABLE DONATIONS16.SHAREHOLDER PROPOSAL REQUESTING AN ADDITIONAL BOARDCOMMITTEE TO OVERSEE ARTIFICIAL INTELLIGENCE17.SHAREHOLDER PROPOSAL REQUESTING A REPORT ONWAREHOUSE WORKING CONDITIONSNOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof. Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.V29740-Z86979Annual Meeting of Shareholders –– May 22, 2024THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANYThe undersigned participant in the Amazon.com Company Stock Fund of the Amazon 401(k) Plan hereby directs Fidelity Management Trust Company, the trustee of the Amazon 401(k) Plan, to vote their Amazon.com Company Stock Fund shares as indicated on the reverse side of this Proxy Card, or if not so indicated, in accordance with the Amazon 401(k) Plan document (generally in the same proportion as the shares for which the trustee received timely voting instructions).(Continued and to be marked, signed, and dated on the other side) April 11, 2024 Re: