DEF 14A of Amazon Com Inc, Apr 10, 2025

DEF 14A of Amazon Com Inc

Filed Apr 10, 2025 · FY20240001104659-25-033442

Open on EDGAR

  1. (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 Board’s composition represents a balanced approach to director tenure, allowing the Board to benefit from the experience of longer-serving directors combined with fresh perspectives from newer directors. • The Board actively oversees our sustainability and corporate governance policies and initiatives, receives periodic reports on and discusses our enterprise risk assessments, oversees and receives regular reports on our regulatory compliance, and reviews shareholder feedback on these topics as we evolve our practices and disclosures. |

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

    | • Our executive compensation philosophy is anchored on periodic grants of time-vested restricted stock units that vest over the long term, which strongly and directly align our executives’ compensation with the returns we deliver to shareholders. These awards focus executives on the true long-term success of our business, not on isolated one-, two-, or three-year goals that can encompass only a limited and selective portion of our objectives and that can reward executives with above-target payouts even when the stock price remains flat or declines. • At our 2024 Annual Meeting of Shareholders, 78% of the votes cast supported our advisory vote to approve the compensation of our named executive officers, demonstrating a broad and increasing level of support for our compensation practices. • The Committee did not grant any equity awards to our CEO during 2024 and has not granted him an award since 2021. Our Compensation Discussion and Analysis addresses the considerations for our 2024 equity awards to our other named executives as well as other matters with respect to our named executives’ compensation. • Over the past several years, directors serving on the Leadership Development and Compensation Committee and our Lead Independent Director, with the support of our ESG Engagement and Investor Relations teams, have actively engaged with, and were responsive to, our shareholders regarding our executive compensation program. | | • Having considered other approaches to structuring executive compensation arrangements, we remain committed to the structure of our executive compensation because it has worked effectively, having allowed us to: ✓ attract and retain incredibly talented people who have guided our business through countless challenges; ✓ develop our business in ways that we could not have conceived a few years earlier, including initiatives that later became AWS, Kindle, Alexa, Fulfillment by Amazon, Marketplace, and Prime Video; ✓ make long-term commitments to sustainability and other environmental, social, and human capital initiatives and goals; and ✓ drive strong long-term returns to our shareholders. |

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

    Supporting globally diverse employee-led groups, inclusion ambassadors, and other efforts to build community and promote an inclusive culture. Learn more at aboutamazon.com/workplace. Our Planet We combine data and science with passion and invention to address some of the world’s biggest environmental challenges. The Climate Pledge is our goal to reach net-zero carbon emissions by 2040. It brings more than 550 signatories from more than 55 industries and more than 45 countries together to accelerate joint action. We also invest to support the advancement of sustainability-focused technologies and services through The Climate Pledge Fund, a $2 billion venture investment program. Examples of investment recipients include: • Glacier, a California-based company, which uses AI-powered robots to automate the sorting of recyclables and collect real-time data on recycling streams for recycling companies and consumer brands. • Molg, a Virginia-based company, which enables circular manufacturing with robotics and design to help tackle the growing e-waste problem. • Paebbl, Nordic-Dutch company, which turns CO2 into carbon-storing building materials, transforming the built environment into a permanent carbon sink. We’re investing in carbon-free energy to help power our operations. • We were named the world’s largest corporate purchaser of renewable energy by Bloomberg NEF for the fifth straight year, with more than 600 wind and solar projects globally capable of powering the equivalent of an estimated 8.3 million U.S. homes. • We invested in 11 solar and battery storage agreements to accelerate battery storage capabilities. • We signed four nuclear energy agreements, including enabling the construction of several new Small Modular Reactors, to help power our operations and bring new sources of energy to the grid. We deliver products in packaging that protects items while minimizing waste. • We removed plastic air pillows from all delivery packaging at fulfillment centers globally, using paper filler made from 100% recycled content instead. • We continue to invent new paper-based packaging for our products, like a paper-padded envelope with a shock-absorbent, 100% paper-based lining that’s rolling out to customers in Europe. We continue to expand the use of zero-emission vehicles. • Our electric vans from Rivian delivered more than 1 billion packages to U.S. customers in 2024. • We’ve installed over 24,000 chargers at more than 150 delivery stations across the U.S. • We rolled out nearly 50 heavy-duty electric trucks in the western U.S. to haul cargo containers and customer packages with zero tailpipe emissions. • We placed our largest-ever order of electric heavy goods vehicles—more than 200 trucks will hit the road in the UK and Germany starting this year. They are expected to transport more than 350 million packages every year. • We started piloting a new model of e-cargo delivery bike that can carry up to 120 packages per trip. • We have over 10,000 electric vehicles delivering packages to consumers in India. We continue our commitment to operate our AWS business sustainably. • We’re optimizing our water use and investing in freshwater replenishment projects with the aim to return more water to communities than we use in our operations by 2030. • Our Amazon re:Cycle Reverse Logistics hubs are diverting more than 99% of all AWS securely decommissioned hardware from landfills for reuse in AWS operations, sales in the secondary market for reuse, or recycling. • We introduced new data center components that simplify the electrical and mechanical design of our data centers. We use updated cooling systems, lower-carbon concrete and steel, and backup generators running on renewable diesel to support AI innovation with greater energy efficiency. Learn more at sustainability.aboutamazon.com. Our Communities We use our scale and skills to drive positive change, from investing in local infrastructure, to boosting affordable housing and fighting hunger, to strengthening education and responding to disasters. We’re not just doing business—we’re building stronger communities. Our investments have contributed over $1 trillion to the U.S. economy since 2010, and we support almost 5 million jobs across the country. We invest in programs that empower children and higher education students, and help adult learners unlock their potential. Some examples include: • Since 2019, we’ve provided free skills training opportunities to more than 350,000 U.S. employees, helping them learn critical skills to move into in-demand, higher-paying roles. • In 2024, we awarded 400 Amazon Future Engineer scholarships, providing up to $16 million for students to put toward an undergraduate degree in engineering, computer science, or related field. • Our AWS free cloud computing skills training has reached over 31 million learners across 200 countries and territories since 2020. • Our AI Ready initiative has trained two million learners globally with free AI skills since it began in 2023. We collaborate with our local communities to address their unique needs, from infrastructure to talent attraction and workforce development programs. Some of our investments in local communities include: • Amazon Housing Equity fund, our $3.6 billion commitment to help create and preserve more than 35,000 affordable homes through low-rate loans and grants. • AWS Health Equity Initiative, which provides free cloud credits and technical expertise to help organizations advance global health through $60 million of support from AWS since 2021. Our disaster relief program leverages our technology and global logistics network to provide fast, effective aid for communities around the world impacted by natural disasters. In the last three years, we established 15 Disaster Relief Hubs in disaster-prone areas so we can respond quickly with ready-to-go relief supplies, including new hubs in Mexico and Rheinberg, Germany. Since 2017, we have used our global inventory, logistics infrastructure, and cloud technology to respond to more than 185 natural disasters and donate more than 25 million relief items globally. In the past year, we activated our disaster relief hubs to support disaster relief around the world, including: • California wildfire relief, with over 500,000 essential items and resources, AWS cloud technology to help emergency responders, and $10 million in donations. • Hurricane relief from our hub in Atlanta, Georgia, with donated goods, logistics support, and technology for communities devasted by Hurricanes Helene and Milton. • Fighting wildfires with nonprofits in Chile and Columbia using AWS technology, which enables monitoring active fires, spotting new fires, and evaluating how best to help evacuated residents return to their homes. • Severe storm recovery in Czechia, Poland, and Slovakia with more than 16,000 donated items, including blankets, sleeping bags, cots, hygiene kits, flashlights, and power banks. Flooding relief in southern Spain with donation and delivery of more than 265,000 essential items. Learn more at aboutamazon.com/impact/community and read our Community Impact Report at aboutamazon.com/community-impact-report. NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

  4. Mark F. Hoffman Secretary

    Mark F. Hoffman Secretary Seattle, Washington April 10, 2025 Important Notice Regarding the Availability of Proxy Materials for the Amazon.com, Inc. Shareholder Meeting to be Held on May 21, 2025. The Proxy Statement and our 2024 Annual Report are available at www.proxyvote.com.

  5. Mark F. Hoffman Secretary

    | ITEM 1—Election of Directors | 2 | Key Proxy Information Board composition (page 15) Risk oversight (page 17) Sustainability initiatives (page 18) Our shareholder engagement program (page 20) Our executive compensation philosophy (page 63) Shareholder engagement and our 2024 say-on-pay vote (page 67) Considerations for our 2024 equity grants (page 68) | | BOARD OF DIRECTORS INFORMATION | 3 | | | Biographical Information | 3 | | | Board Composition | 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 | 61 | | | EXECUTIVE COMPENSATION | 62 | | | Compensation Discussion and Analysis | 62 | | | Leadership Development and Compensation Committee Report | 73 | | | Summary Compensation Table | 74 | | | Grants of Plan-Based Awards | 75 | | | Outstanding Equity Awards and Stock Vested | 76 | | | Potential Payments Upon Termination of Employment or Change-in-Control | 78 | | | Pay Versus Performance Table | 79 | | | SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 83 | | | ANNUAL MEETING INFORMATION | 84 | | | General | 84 | | | Outstanding Securities and Quorum | 84 | | | Internet Availability of Proxy Materials | 84 | | | Proxy Voting | 84 | | | Other Matters | 85 | | | Voting Standard | 86 | | | Revocation | 86 | | | Participating in the Annual Meeting | 86 | | | OTHER INFORMATION | 88 | |

  6. 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 2024 Annual Report on Form 10-K and our 2023 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. Inclusion of environmental, social, or other sustainability information is not an indication that the subject or information is material to our business, strategy, outlook, operating results, or financial condition or material as it relates to our impact on other parties or sustainability matters. 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 21, 2025 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 21, 2025, 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 84. 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:

  7. Mark F. Hoffman Secretary

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

  8. Mark F. Hoffman Secretary

    Our principal offices are located at 410 Terry Avenue North, Seattle, Washington 98109. This Proxy Statement is first being made available to our shareholders on or about April 10, 2025. ITEM 1— ELECTION OF DIRECTORS In accordance with our Bylaws, the Board has fixed the number of directors constituting the Board at twelve. 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:

  9. Mark F. Hoffman Secretary

    | • 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 |

  10. 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 2025 Annual Meeting or until his or her successor has been elected and qualified. The nominees were most recently elected at the 2024 Annual Meeting. Biographical and related information on each nominee is set forth below. 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.

  11. 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 Board’s composition represents a balanced approach to director tenure, allowing the Board to benefit from the experience of longer-serving directors combined with fresh perspectives from newer directors. • The Board actively oversees our sustainability and corporate governance policies and initiatives, receives periodic reports on and discusses our enterprise risk assessments, oversees and receives regular reports on our regulatory compliance, and reviews shareholder feedback on these topics as we evolve our practices and disclosures. |

  12. Mark F. Hoffman Secretary

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

  13. 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 “Board Composition.” 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

  14. Mark F. Hoffman Secretary

    | 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: 61 | Director since: July 1994 | Board committees: None | Other current public company boards: None |

  15. Mark F. Hoffman Secretary

    | 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, 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 • Member of the National Academy of Engineering | | | Age: 57 | Director since: July 2021 | Board committees: None | Other current public company boards: None |

  16. Mark F. Hoffman Secretary

    | 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: 73 | Director since: September 2020 | Board committees: Security (Chair) | Other current public company boards: None |

  17. 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: 63 | Director since: September 2021 | Board committees: Leadership Development and Compensation (Chair) | Other current public company boards: PepsiCo, Inc. |

  18. Mark F. Hoffman Secretary

    | Jamie S. Gorelick Lead Independent Director of Amazon 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 workplace issues, both on a policy level and in practice, through her work advising companies and institutions. She is sought after as a counselor on 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, where she chairs the Nominating and Governance Committee; 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, from 2014 to 2024 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: 74 | Director since: February 2012 | Board committees: Nominating and Corporate Governance | Other current public company boards: VeriSign, Inc. |

  19. Mark F. Hoffman Secretary

    | 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: 66 | Director since: September 2016 | Board committees: Leadership Development and Compensation Security | Other current public company boards: Corning Incorporated |

  20. Mark F. Hoffman Secretary

    | Andrew Y. Ng Managing General Partner, AI Fund LP Founder, DeepLearning.AI LLC Founder and Executive Chairman, LandingAI, Inc. Chairman and Co-Founder, Coursera, Inc. Additional Skills: • Human Capital Management • Global Business & Operations • Public Company Executive • 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 LandingAI, which provides computer vision software, where he has served as Executive Chairman since August 2024 and previously served as Chief Executive Officer and Chairman from October 2017 to August 2024. 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: 48 | Director since: April 2024 | Board committees: Leadership Development and Compensation | Other current public company boards: Coursera, Inc. |

  21. Mark F. Hoffman Secretary

    | 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: 69 | Director since: February 2019 | Board committees: Audit (Chair) | Other current public company boards: Royal Philips |

  22. 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, 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: 68 | Director since: December 2010 | Board committees: Nominating and Corporate Governance (Chair) Security | Other current public company boards: Robinhood Markets, Inc. |

  23. Mark F. Hoffman Secretary

    | 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 JPMorgan Chase & Co. since January 2025; director of Humana Inc. since September 2022 (Mr. Smith is not standing for re-election at Humana’s 2025 annual meeting of shareholders); 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: 61 | Director since: September 2023 | Board committees: Audit | Other current public company boards: Humana Inc. JPMorgan Chase & Co. |

  24. Mark F. Hoffman Secretary

    | 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 • Member of the Board of Directors of Co-Impact, a global philanthropic collaborative supporting locally-rooted coalitions working to achieve impact at scale in Africa, Asia, and Latin America, since 2022, and Chair since 2024 • 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: 68 | Director since: February 1997 | Board committees: Nominating and Corporate Governance | Other current public company boards: None |

  25. Mark F. Hoffman Secretary

    | 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 from July 2022 to July 2024 • Member of the Liveris Academy Honorary Board • Member of the White House Advisory Committee for Trade Policy and Negotiations | | | Age: 65 | Director since: February 2016 | Board committees: Audit | Other current public company boards: Corning Incorporated |

  26. Mark F. Hoffman Secretary

    Board Composition 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. In evaluating director candidates’ time commitments, the Nominating and Corporate Governance Committee annually considers whether each candidate is in compliance with the limits on other public company board service contained in our Guidelines on Significant Corporate Governance Issues. 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. The Nominating and Corporate Governance Committee seeks to include, and has any search firm that it engages seek to include, women, individuals from underrepresented racial/ethnic groups, and individuals who identify as LGBTQ+ in the pool from which the Committee selects qualified director candidates. 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 four have served for five years or less. 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 two new directors on-boarding and one director leaving within the last three years). The tenure range of our director nominees is as follows:

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    | Tenure on Board (As of April 10, 2025) | Number of Director Nominees | | More than 10 years | 4 | | 6-10 years | 3 | | 5 years or less | 5 |

  28. Mark F. Hoffman Secretary

    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:

  29. Mark F. Hoffman Secretary

    | | 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 | | | | | | | | | | | | | 11 | | 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 |

  30. Mark F. Hoffman Secretary

    Corporate Governance Board Leadership The Board is responsible for the control and direction of the Company. The Board represents the shareholders and its primary purpose is to build long-term shareholder value. The Chair of the Board is selected by the Board, and Jeff Bezos, our founder, currently serves as Executive Chair. The Board believes that this leadership structure is appropriate given Mr. Bezos’s role in founding Amazon and his significant ownership stake. The Board believes that this leadership structure improves the Board’s ability to focus on key policy and operational issues and helps the Company operate in the long-term interests of shareholders. In addition, the independent directors on the Board have appointed a lead director from the Board’s independent directors, currently 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, Dr. Ng, Mrs. Nooyi, Mr. Rubinstein, Mr. Smith, Ms. Stonesifer, and Mr. Weeks. In addition, the Board determined that Judith A. McGrath, who served as a director until May 22, 2024, was independent during the time she served as a director. 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 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. In October 2023, IronNet, where Gen. Alexander served as Chief Executive Officer and President from July 2014 to July 2023, filed a voluntary petition for reorganization under the U.S. Bankruptcy Code. 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 sustainability and other environmental 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 strategies related to sustainability, human capital, health and safety, public policy, and diversity 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, director board service limits, 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. Our Code of Business Conduct and Ethics and Insider Trading Guidelines set forth policies and procedures governing the purchase, sale, and other transactions in Company securities by directors, officers, and employees. These policies and procedures, as well as procedures that the Company follows, are reasonably designed to promote compliance with insider trading laws, rules, and regulations and applicable listing standards. Sustainability Initiatives We regularly publish information regarding our sustainability and other environmental, social, and human capital goals and initiatives on our website, including in our annual sustainability report. We also disclose our performance against the Sustainability Accounting Standards Board (“SASB”), the United Nations (“UN”) Sustainable Development Goals, the Task Force on Climate-related Financial Disclosures (“TCFD”), and the UN Guiding Principles on Business and Human Rights reporting frameworks. Key highlights from our website and our sustainability report include: •

  31. Mark F. Hoffman Secretary

    The Climate Pledge and Carbon-Free Energy. In 2019, we co-founded 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 550 companies across more than 55 industries and more than 45 countries have joined The Climate Pledge. As part of this commitment, we publish our carbon footprint and calculation methodology. In 2023, our absolute carbon emissions decreased by 3%, driven by an 11% reduction in emissions from electricity and a 5% decrease in indirect and supply chain emissions. Our carbon intensity decreased for the fifth consecutive year, down 13% from 2022 to 2023. Amazon also launched The Climate Pledge Fund in 2020 to support the advancement of sustainable technologies and services. This dedicated investment program—with an initial $2 billion in funding—specifically targets hard-to-abate sectors for investment, with the goal of supporting companies building breakthrough solutions that could eventually lower the overall cost to decarbonize Amazon and the broader industry. 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 2023, 100% of the electricity consumed by our global operations was matched with renewable energy sources—seven years ahead of our original 2030 goal. In 2024, we continued to be the world’s largest corporate purchaser of renewable energy—a position we have 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 electric delivery vans by 2030, with more than 20,000 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 and plastics, 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 test and certify products that can ship safely in just their original manufacturers’ packaging—without an additional Amazon box, envelope, or bag. Since 2015, we have reduced the average per-shipment packaging weight by 43% and avoided more than 3 million metric tons of packaging material. We are improving the design and materials used for our packaging, reducing weight, using machine learning algorithms and AI models 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 as of October 2024, we have removed all plastic air pillows from our delivery packaging used at our global fulfillment centers. Since 2021, we have disclosed 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. • Water and Other 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 than it uses in direct operations. We aim to achieve this by improving water use effectiveness, using more sustainable sources such as recycled water and harvested rainwater, reusing cooling water in communities, and delivering water replenishment. At the end of 2023, AWS was more than 40% of the way toward achieving its water positive goal (based on measuring reused water and water from replenishment projects versus total water withdrawal net of water from sustainable sources). • Investing in Our Communities. Amazon supports our communities by providing access to food and basic needs, supporting disaster relief and response efforts, and investing in access to computer science education, skills, and training. Amazon’s $3.6 billion Housing Equity Fund provides low-rate loans and grants to create and preserve affordable homes for individuals and families earning moderate to low incomes in our three hometown communities—Washington state’s Puget Sound region; the Arlington, Virginia/National Capital region; and Nashville, Tennessee. The Amazon Housing Equity Fund has had a significant, positive impact on rental affordability in communities Amazon calls home, with over $2.2 billion in loans and grants committed. These commitments have created or preserved over 21,000 affordable homes and supported more than 46,000 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 which are grounded in principles of inclusivity, continuous improvement, and supply chain accountability. We focus our supply chain efforts on six 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 assessment methodologies to identify and mitigate human rights risks. These assessments help us understand causes of systemic issues, enhance ongoing engagement with critical stakeholders, implement the correct risk-based mitigation measures, and refine strategies for ongoing risk management across our supply chain. For example, in 2023, we conducted a human rights saliency assessment for Amazon Private Brands to better understand priority human rights risks across our products and how to best address them. 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. Since 2019, we have invested more than $2 billion in safety efforts, including new technologies and programs to protect our employees,

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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 2024, and during 2024 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. 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 “Board Composition.” 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 2026 Annual Meeting of Shareholders, a director candidate recommendation must be received by the Secretary of Amazon.com, Inc. by December 11, 2025. 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. 2024 Stock Awards Based on the Nominating and Corporate Governance Committee’s recommendation, the Board approved restricted stock unit awards for: (1) 5,952 shares to Dr. Ng on April 12, 2024, vesting in three equal annual installments on May 15, 2025, May 15, 2026, and May 15, 2027; (2) 6,126 shares to Ms. Cooper on September 11, 2024, vesting in three equal annual installments on November 15, 2025, November 15, 2026, and November 15, 2027; and (3) 5,448 shares to Mr. Weeks on November 20, 2024, vesting in three equal annual installments on February 15, 2026, February 15, 2027, and February 15, 2028. The 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, 2024 all compensation reportable for directors who served during 2024, as determined by SEC rules.

  34. Director Compensation for 2024

    Director Compensation for 2024

  35. Director Compensation for 2024

    | Name | Stock Awards(1) | | Jeffrey P. Bezos(2) | $— | | Andrew R. Jassy(2) | — | | Keith B. Alexander(3) | — | | Edith W. Cooper(4) | 1,104,885 | | Jamie S. Gorelick(5) | — | | Daniel P. Huttenlocher(6) | — | | Judith A. McGrath(7) | — | | Andrew Y. Ng(8) | 1,111,417 | | Indra K. Nooyi(9) | — | | Jonathan J. Rubinstein(6) | — | | Brad D. Smith(3) | — | | Patricia Q. Stonesifer(6) | — | | Wendell P. Weeks(10) | 1,096,628 |

  36. Director Compensation for 2024

    (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 2024 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 and Mr. Smith each held 5,210 unvested restricted stock units as of December 31, 2024. (4) Ms. Cooper held 6,126 unvested restricted stock units as of December 31, 2024. (5) Ms. Gorelick held 8,031 unvested restricted stock units as of December 31, 2024. (6) Ms. Stonesifer, Dr. Huttenlocher, and Mr. Rubinstein each held 2,473 unvested restricted stock units as of December 31, 2024. (7) Ms. McGrath, who ceased to serve as a director in May 2024, did not hold any unvested restricted stock units as of December 31, 2024. (8) Dr. Ng held 5,952 unvested restricted stock units as of December 31, 2024. (9) Mrs. Nooyi held 2,120 unvested restricted stock units as of December 31, 2024. Mr. Weeks held 7,348 unvested restricted stock units as of December 31, 2024. 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, 2025. 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 2026 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.

  37. Director Compensation for 2024

    | 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. |

  38. Director Compensation for 2024

    | 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, 2025. |

  39. Director Compensation for 2024

    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:

  40. Director Compensation for 2024

    | | Fiscal 2024 | Fiscal 2023 | | Audit Fees | $41,937,000 | $37,387,000 | | Audit-Related Fees | 8,454,000 | 9,403,000 | | Tax Fees | 0 | 0 | | All Other Fees | 828,000 | 175,000 | | Total Fees | 51,219,000 | 46,965,000 |

  41. Director Compensation for 2024

    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 were for advisory services related to sustainability reporting and ISO compliance. 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, 2024 (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, 2024, for filing with the Securities and Exchange Commission. The Audit Committee

  42. 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 during 2024 and has not granted him an award since 2021. Our Compensation Discussion and Analysis addresses the considerations for our 2024 equity awards to our other named executives as well as other matters with respect to our named executives’ compensation; ✓ 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. • At our 2024 Annual Meeting of Shareholders, 78% of the votes cast supported our advisory vote to approve the compensation of our named executive officers, demonstrating a broad and increasing level of support for our compensation practices. • 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. |

  43. End of Shareholder Proposal and Statement of Support

    | Why We Recommend You Vote Against This Proposal | | • As reinforced in our most recent safety reporting for 2024, our goal is to be the global benchmark for safety excellence across all industries in which we operate. • The audit requested by this proposal would be duplicative because we have already publicly disclosed our workforce incident rates compared with industry data and we are already subject to extensive regulatory oversight and review. From 2019 to 2024, our worldwide recordable incident rate (“RIR”) improved by 34% and our worldwide lost time incident rate (“LTIR”) improved by 65%. From 2023 to 2024, our worldwide RIR improved by 6% and our worldwide LTIR improved by 13%. These performance metrics demonstrate that we have made meaningful and measurable progress since 2019, and we are committed to continuing these trends. • The proposal continues to rely on false, misinformed, and misleading claims about our injury rates made by outside groups with ulterior motives. For example, the proposal cites a report issued by the Senate Health, Education, Labor and Pension Committee, when previously chaired by Sen. Bernie Sanders. That report is wrong on the facts and features selective, outdated information that lacks context and is not grounded in reality. The main premise of the report as encapsulated in its title—“The ‘Injury-Productivity Trade-off’: How Amazon’s Obsession with Speed Creates Uniquely Dangerous Warehouses”—is fundamentally flawed, since over the last five years we have increased our delivery speeds, while decreasing the injury rates across our network. Also, in contrast to what this proposal suggests, we do not require employees to meet specific, fixed productivity quotas. • Our Board, including through the Leadership Development and Compensation Committee, which is composed solely of independent directors, has direct oversight of employee well-being and workplace safety and regularly reviews these matters. • Following last year’s annual meeting, we offered to meet with the representative for this proposal in-person to discuss our work in enhancing workplace safety, but they did not respond to our offer; rather than engaging with us on the topic, the representative resubmitted the proposal. |

  44. Report on AI Data Usage Oversight

    * Less than 1%. (1) Includes 112,032,131 shares as to which Mr. Bezos has sole voting power and no investment power. (2) Based on information provided in a Schedule 13G filed February 13, 2024. As of December 31, 2023, 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) Based on information provided in a Schedule 13G filed February 12, 2024. As of December 31, 2023, 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) 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. (5) Beneficial ownership information for Mr. Selipsky is reported as of June 3, 2024, the effective date of his resignation from the Company. Mr. Selipsky’s beneficial ownership included 340 shares as to which Mr. Selipsky shared or may have been deemed to share investment power and as to which he disclaims beneficial ownership. 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. Our compensation programs support our passion for experimentation, invention, and long-term thinking. As a result, we avoid tying compensation to discrete, short-term performance goals, financial or otherwise, which could result in our executives focusing on limited and selective short-term objectives at the expense of building long-term shareholder value. 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 several years, directors serving on the Leadership Development and Compensation Committee and our Lead Independent Director, with the support of our ESG Engagement and Investor Relations teams, have actively engaged with, and were responsive to, our shareholders regarding our executive compensation program. The Leadership Development and Compensation Committee did not grant an equity award to Mr. Jassy in 2024 and has not granted him an award since 2021, 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. Consistent with its past practice of granting periodic long-term restricted stock unit awards every other year, the Committee granted restricted stock unit awards that vest over six years to each of the executive officers named in the Summary Compensation Table other than Messrs. Jassy and Bezos. Mr. Selipsky, who was an executive officer for part of the year, forfeited all of his unvested restricted stock units upon his separation from the Company effective June 2024. We focus on realizable compensation by assessing the potential annual value of equity awards vesting over the long term. Mr. Jassy’s 2024 realized compensation (salary plus “all other compensation” as reported in the Summary Compensation Table, plus value of stock vested during the year) increased compared to 2023 due to our stock price performance, partially offset by the decrease in the number of restricted stock units vesting during the year. We believe our approach to executive compensation and its focus on building long-term shareholder value resonates with our shareholders. At our 2024 Annual Meeting of Shareholders, 78% of the votes cast supported our advisory vote to approve the compensation of our named executive officers. We are pleased with the broad and increasing level of support for our compensation practices, from our shareholders as well as others. Through our extensive outreach on our executive compensation program, we believe that even more shareholders have come to appreciate the view expressed by the Council of Institutional Investors, Norges Bank Investment Management, and a number of our other largest investors, that compensating executives primarily through short-term, performance-conditioned equity awards is not a panacea, or even a preferred approach, for aligning executive pay with performance, and that equity awards with long vesting terms can more effectively motivate and reward executives at a company like Amazon. This is borne out by ISS’s recent policy survey, in which a majority of responding investors did not support ISS’s current policy that favors performance-conditioned equity awards. See “Our 2024 Say-on-Pay Vote and Shareholder Engagement” below.

  45. Report on AI Data Usage Oversight

    | 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 five 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 ✘ 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 |

  46. Report on AI Data Usage Oversight

    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 several decades. As with everything we do at Amazon, we have over the years reviewed and re-evaluated our executive compensation program, taking into account the views of our shareholders, and we 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 can encompass only a limited and selective portion of our objectives and that can reward executives with above-target payouts even when the stock price remains flat or declines; • It strongly and directly 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 that the major proxy advisory firms have applied 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, there are a number of important distinctions that shareholders should consider when assessing the amounts reported in the Summary Compensation Table and when comparing those amounts with amounts reported by other companies: • Amazon does not have an annual cash incentive program; • Amazon’s practice has been to grant periodic (not annual) equity awards, as opposed to the annual grants made at other companies; • Amazon’s equity awards vest over five 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, the increasing level of support for our compensation practices from our shareholders and others, 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 several decades 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.

  47. Report on AI Data Usage Oversight

    | 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 front-line employees across our customer fulfillment and transportation network an average base wage of more than $22 per hour, more than triple the federal minimum wage. In addition, our average total compensation for front-line employees, including the value of elected benefits, is more than $29 per hour. Benefits include health care, a 401(k) plan with a Company match, flexible work hours, and up to 20 weeks of paid pregnancy/parental leave (six weeks for eligible supporting parents). We also provide access to our pre-paid education program, called Career Choice. We have created hundreds of thousands of jobs since 2020, increasing our total employees worldwide to more than 1.5 million. |

  48. Report on AI Data Usage Oversight

    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 isolated criteria at the expense of long-term growth, a broad perspective, 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. Instead of significantly restructuring the straight-forward and effective compensation program that we have had in place for decades simply to conform with the complex programs tied to discrete, safe, and short-term performance vesting criteria that fit the models preferred by the major proxy advisory firms, which could 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. AWS, Kindle, Alexa, Fulfillment by Amazon, Marketplace, Prime Video, and The Climate Pledge might not exist today if our horizons were constrained by discrete short-term performance goals. • 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 does not take into account the awards’ long-term and back-end weighted vesting terms and our historical practice of making grants every other year), 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. 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, but 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 even during periods of 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. For example, when Adam Selipsky separated from the Company effective June 2024, he forfeited all of his unvested restricted stock units. • 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 79, 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. 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 lack transparency since they are more difficult to value and more vulnerable to obfuscation than time-vesting restricted stock units, and often do not align with long-term performance. A 2019 study by Marc Hodak that appeared in Columbia Business School’s Journal of Applied Corporate Finance, entitled “Are Performance Shares Shareholder Friendly?” (vol 31:3 Summer 2019), found that over a ten-year period, CEOs who received a significant portion of their equity awards in the form of performance-vesting stock units were awarded median grant values that were roughly 35% higher than those for CEOs who received only restricted stock or stock options. The same study reported that over every three-year performance period occurring over the course of a ten-year period, companies granting performance-vesting stock awards had lower three-year total shareholder returns than their sector peers, while companies granting only time-vested restricted stock awards or options outperformed their sector peers in every three-year period, and that the outperformance of companies granting only time-vested equity awards was statistically significant across the ten-year period. In a commentary published in 2024 on the Harvard Law School Forum on Corporate Governance website, Norges Bank Investment Management stated that it found the same performance results among the companies in its portfolio. The Hodak study also concluded that performance-vested stock awards introduce “short-termism” in management behavior, even if vesting is based on multi-year performance criteria, because they focus executives on the goals being rewarded in the current year.

  49. Report on AI Data Usage Oversight

    Moreover, performance-vested equity awards are less transparent than the restricted stock units that Amazon grants. At companies that grant performance-vested equity, shareholders are not able to assess the value of the awards at grant or how much executives may realize when the awards vest, because shareholders cannot assess the difficulty of the performance criteria applicable to those awards. The performance criteria are often opaque, and compensation committees often have discretion to set aside performance results and adjust results to provide for above-target vesting of awards. 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, our executive compensation program is simple and transparent. 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, and 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 focusing on performance-vested equity awards that are tied to a few 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. And investors agree; among investors who responded to ISS’s 2024 policy survey, a majority responded in favor of an approach other than ISS simply continuing its historical approach of favoring the use of performance-vested equity awards over time-vested equity awards at U.S. companies. ISS reported that investors raised various concerns, including that performance-vested equity programs “are often complex and that non-rigorous performance goals often result in vesting of significantly more than the target 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 Leadership Development and Compensation 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 2024, our stock price had increased approximately 9,807% over twenty years (a compound annual growth rate of 26%), 1,314% over ten years, and 137% 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 79, the Compensation Actually Paid to our executives is directly impacted by our stock price performance. Our 2024 Say-on-Pay Vote and Shareholder Engagement At our 2024 Annual Meeting of Shareholders, 78% of the votes cast supported our advisory vote to approve the compensation of our named executive officers. We are pleased with the broad and increasing level of support for our compensation practices, which we believe reflects the success of our extensive engagement with shareholders and our responsiveness during the three years preceding the 2024 Annual Meeting. Through our extensive outreach on our executive compensation program, we believe that even more shareholders have come to appreciate the view expressed by the Council of Institutional Investors, Norges Bank Investment Management, and a number of our other largest investors, that compensating executives primarily through short-term, performance-conditioned equity awards is not a panacea, or even a preferred approach, for aligning executive pay with performance, and that equity awards with long vesting terms can more effectively motivate and reward executives at a company like Amazon. During each of the three years preceding the 2024 Annual Meeting, we engaged with shareholders owning over 30% of our stock regarding our executive compensation program. As detailed in our proxy statements in prior years, the Chair of the Leadership Development and Compensation Committee and/or our Lead Independent Director, with the support of our ESG Engagement and Investor Relations teams, have also engaged with shareholders extensively (including, prior to our 2024 Annual Meeting, with shareholders owning approximately 25% of our stock), including in 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.

  50. Report on AI Data Usage Oversight

    We continued our shareholder engagement throughout 2024, including following the 2024 Annual Meeting. As discussed earlier in this proxy statement, since the beginning of 2024, we have engaged with 70 of our 100 largest unaffiliated shareholders, owning more than 40% of our stock, with independent members of our Board of Directors participating in meetings with most of our 20 largest shareholders. Shareholders had the opportunity to discuss executive compensation during these meetings, although most prioritized discussions of other topics like business strategy, performance, and environmental and social topics. Most of the discussion around our executive compensation, consistent with prior years, related to whether our program appropriately aligns executive compensation to performance, which we addressed above. Many shareholders who supported our advisory vote on named executive officer compensation expressed strong support for the program and the Leadership Development and Compensation Committee. A few shareholders stated that, while they generally favor discrete performance goals, they appreciated 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. Some shareholders expressed a strongly held view that equity awards should include performance-vesting conditions, although there remains no consensus of what would be appropriate performance goals for Amazon, with a number of our larger investors strongly disfavoring ESG-based vesting criteria. A number of shareholders stated that they simply deferred to the recommendation of one of the proxy advisory firms, including one top 50 investor who stated that they did not object to our executive compensation program. The Leadership Development and Compensation Committee carefully considered the results of the 2024 advisory vote approving the compensation of our named executive officers as well as input we received from shareholders and analyses by proxy advisory firms, including one of the major proxy advisory firms which recommended in favor of our Say-on-Pay vote. In addition to the other factors discussed in this Compensation Discussion and Analysis, the Committee considered in particular the arguments supporting and criticizing the use of discrete performance-based vesting or payout conditions for equity-based compensation, evaluated the benefits and success of our existing executive compensation arrangements in driving long-term performance, and weighed the broad and increasing level of support for our compensation program in 2024. 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 operations due to developments in technologies such as 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, 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 several decades and that holders of a vast majority of our shares continue to support. 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. 2024 Compensation Decisions Base Salaries 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 2024. 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. Considerations for 2024 Equity Grants

  51. Report on AI Data Usage Oversight

    The Leadership Development and Compensation Committee did not grant a restricted stock unit award for Mr. Jassy in 2024 and has not granted him an award since 2021. The Committee granted routine, periodic restricted stock unit awards to Messrs. Olsavsky, Garman, Herrington, Zapolsky, and Selipsky, consistent with the Leadership Development and Compensation Committee’s past practice of granting such awards every other year. Each of these restricted stock unit awards vests over six years, assuming continued employment. In establishing these grants, the Committee reviewed realizable compensation data for the executives currently and over the term of the awards, taking into account the vesting schedule of equity awards granted to them previously. The Committee also reviewed current year and three-year average reported market compensation survey data for peer companies, including those discussed below under “Compensation Governance; Compensation Committee Process.” Other relevant factors and considerations supporting these decisions are addressed below. • Mr. Olsavsky received a restricted stock unit award for 139,665 shares that vests over 6 years, through 2030, with approximately 70% of the shares scheduled to vest more than three years after grant (in 2027 through 2030). In making this grant, the Leadership Development and Compensation Committee considered the factors discussed below under “Compensation Committee Process” with respect to periodic grants, including Mr. Olsavsky’s experience and skill in managing the Company’s financial organization; his sustained performance over the years preceding the grant; and his expected future contributions, including his continued oversight of our global finance organization. Key aspects of Mr. Olsavsky’s performance include: his planning, oversight, and execution of the Company’s capital structure and capital allocation strategy; his efforts managing our credit arrangements and strategic management and oversight of our liquidity to finance our operations and continue our expansion; his role supporting our growth in operating cash flows, which increased from approximately $46 billion in 2021 to approximately $85 billion in 2023; his contribution to maintaining strong internal controls over financial reporting as the scope of our operations grew; and his oversight of controlled growth of business expenses and focus on improving operating margins. • Mr. Garman received a restricted stock unit award for 180,721 shares that vests over 6 years, through 2030, with approximately 65% of the shares scheduled to vest more than three years after grant (in 2027 through 2030). He did not receive a separate restricted stock unit award in connection with his promotion to CEO AWS in June 2024. In making this grant, the Leadership Development and Compensation Committee considered the factors discussed below with respect to periodic grants, including: Mr. Garman’s experience and skill supporting the management of the AWS business as Senior Vice President, AWS Sales, Marketing, and Global Services, which positioned him to seamlessly succeed Mr. Selipsky following Mr. Selipsky’s resignation; his sustained performance over the years preceding the grant; his expected future contributions, including his continued leadership in supporting expansion and innovation at AWS and building AWS’s AI capabilities; and his level of responsibility relative to compensation for senior executives of comparable businesses. • Mr. Herrington received a restricted stock unit award for 186,293 shares that vests over 6 years, through 2030, with approximately 80% of the shares scheduled to vest more than three years after grant (in 2027 through 2030). In making this grant, the Leadership Development and Compensation Committee considered the factors discussed below with respect to periodic grants, including: Mr. Herrington’s experience and skill in managing the Worldwide Amazon Stores business; his sustained performance over the years preceding the grant; and his expected future contributions, including his continued oversight of global operations expansion and customer-focused retail initiatives throughout the world. Key aspects of Mr. Herrington’s performance include: the increase in Worldwide Amazon Stores operations net sales from 2021 to 2023; the continued investment in our fulfillment network and technology and the expansion of our logistics and delivery capabilities, including expanded access to various same-day delivery options for Prime members; the regionalization of our U.S. fulfillment network, which helped us achieve our fastest-ever delivery speeds for Prime members while also lowering our cost to serve; the expansion of generative AI and machine learning capabilities across the Worldwide Amazon Stores business; his oversight of ongoing workplace health and safety efforts, including our progress highlighted in our safety reporting; his continued focus on improving operating margins and reducing cost to serve; and Mr. Herrington’s level of responsibility relative to compensation for senior executives of comparably-sized businesses at peer companies, including that the size of operations he manages is equivalent to those managed by chief executive officers of many other Fortune 100 companies. Mr. Zapolsky received a restricted stock unit award for 139,665 shares that vests over 6 years, through 2030, with approximately 70% of the shares scheduled to vest more than three years after grant (in 2027 through 2030). In making this grant, the Leadership Development and Compensation Committee considered the factors discussed below with respect to periodic grants, including: Mr. Zapolsky’s experience and skill in managing the Company’s global legal and public policy organizations; his sustained performance over the years preceding the grant; and his expected future contributions, including his continued oversight of our global legal and public policy organizations. Key aspects of Mr. Zapolsky’s performance include: the quality and thoroughness of his counsel and advice to management and the Board on legal, regulatory, and policy issues arising in the course of the Company’s growth; the development of legal, compliance, and public policy programs and initiatives that he has overseen to support the Worldwide Amazon Stores operations, AWS, other businesses, and the finance organization as those groups have embarked on new projects, entered new jurisdictions, and undertaken new businesses; his management of actual and threatened claims, litigation, reviews, investigations, and regulatory and other proceedings involving a wide range of issues on a global basis, including proceedings brought by the European Commission and U.S. Federal Trade Commission; and his continued support of Amazon’s pro bono program, which leverages the talents of our legal and public policy personnel to provide thousands of hours of free legal services to underserved people, communities, and organizations. •

  52. Report on AI Data Usage Oversight

    Mr. Selipsky received a restricted stock unit award for 185,910 shares that vests over 6 years, through 2030, with approximately 80% of the shares scheduled to vest more than three years after grant (in 2027 through 2030). Due to Mr. Selipsky’s resignation effective June 2024, this award was forfeited prior to any shares vesting. In making this grant, the Leadership Development and Compensation Committee took into account the factors discussed below with respect to periodic grants, including Mr. Selipsky’s experience and skill in managing the AWS business; his sustained performance over the years preceding the grant; and his expected future contributions at the time. Key aspects of Mr. Selipsky’s performance include: AWS’s increase in net sales and operating income from 2021 to 2023; his contribution to new AI capabilities; the procurement of significant new commitments and migrations from customers across many major industries; the expansion of AWS’s Availability Zones and the launch of numerous new AWS services in 2023; and Mr. Selipsky’s level of responsibility relative to compensation for senior executives of comparably-sized businesses at peer companies, including that the size of operations he manages is equivalent to those managed by chief executive officers of many other Fortune 100 companies. The total number of restricted stock units granted to our named executive officers during the three-year period from 2022 to 2024 represented on average (i) 0.32% 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. 2024 Realized Compensation of our Named Executive Officers Our named executive officers’ realized compensation for 2024 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 graph below, Mr. Jassy’s 2024 realized compensation (salary plus “all other compensation” as reported in the Summary Compensation Table, plus value of stock vested during the year) increased compared to 2023 due to our stock price performance, partially offset by a 6% decrease in the number of restricted stock units vesting during the year. Mr. Jassy’s 2023 realized compensation 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. Mr. Garman had lower realized compensation in 2024 compared to his predecessor in 2023, due to a decrease in the number of shares scheduled to vest, partially offset by our stock price performance. Mr. Garman’s predecessor had higher realized compensation in 2023 than in 2022, due to an increase in the number of shares vesting and our stock price performance. Mr. Herrington had higher realized compensation in 2024 than in 2023, due to our stock price performance, partially offset by a 24% decrease in the number of restricted stock units vesting during the year. Mr. Herrington had higher realized compensation in 2023 than in 2022, due to an increase in the number of shares vesting in 2023 and our stock price performance. 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. 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 certain of our named executives, 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 2024. In evaluating the compensation of our named executive officers in 2024, the Committee reviewed and discussed peer company compensation benchmarking information from third-party surveys, including compensation data for retail, Internet, technology, and media companies such as Alphabet, Apple, Cisco, Costco, Disney, Intel, Kroger, Meta, Microsoft, Netflix, Oracle, Salesforce, Target, UPS, and Walmart. 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. In addition, the policy provides for recovery of any incentive-based compensation, as defined under SEC and Nasdaq 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

  53. 2024 Summary Compensation Table

    2024 Summary Compensation Table

  54. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary | Stock Awards(1) | All Other Compensation | Total | | Andrew R. Jassy President and Chief Executive Officer | 2024 | $365,000 | $— | $1,231,889(2) | $1,596,889 | | | 2023 | 365,000 | — | 992,764 | 1,357,764 | | | 2022 | 317,500 | — | 981,223 | 1,298,723 | | Jeffrey P. Bezos Founder and Executive Chair | 2024 | 81,840 | — | 1,600,000(3) | 1,681,840 | | | 2023 | 81,840 | — | 1,600,000 | 1,681,840 | | | 2022 | 81,840 | — | 1,600,000 | 1,681,840 | | Brian T. Olsavsky SVP and Chief Financial Officer | 2024 | 365,000 | 25,345,706 | 6,900(4) | 25,717,606 | | | 2023 | 365,000 | — | 6,600 | 371,600 | | | 2022 | 313,750 | 17,861,193 | 6,100 | 18,181,043 | | Matthew S. Garman CEO Amazon Web Services(5) | 2024 | 358,750 | 32,796,343 | 25,525(2) | 33,180,619 | | Douglas J. Herrington CEO Worldwide Amazon Stores | 2024 | 365,000 | 33,807,522 | 21,435(2) | 34,193,958 | | | 2023 | 365,000 | — | 29,231 | 394,231 | | | 2022 | 309,997 | 42,880,341 | 25,441 | 43,215,779 | | David A. Zapolsky SVP, Chief Global Affairs & Legal Officer | 2024 | 365,000 | 25,345,706 | 6,900(4) | 25,717,606 | | | 2023 | 365,000 | — | 6,600 | 371,600 | | | 2022 | 313,750 | 17,861,193 | 6,100 | 18,181,043 | | Adam N. Selipsky Former CEO Amazon Web Services(6) | 2024 | 181,682 | 33,738,017(7) | 364,449(2) | 34,284,148 | | | 2023 | 365,000 | — | 58,236 | 423,236 | | | 2022 | 317,500 | 40,752,682 | 43,113 | 41,113,295 |

  55. 2024 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 2024 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, Hart-Scott-Rodino Act filing fees ($105,000 for Mr. Jassy), and the approximate aggregate incremental cost to Amazon of security arrangements in addition to security arrangements provided at business facilities and for business travel ($1,119,989, $18,625, $14,535, and $360,815 for Messrs. Jassy, Garman, 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. (5) Mr. Garman was named CEO Amazon Web Services effective June 2024. (6) Mr. Selipsky resigned from the Company effective June 2024. (7) Due to Mr. Selipsky’s resignation effective June 2024, this award was forfeited prior to any shares vesting. Grants of Plan-Based Awards

  56. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024

  57. Grants of Plan-Based Awards in 2024

    | Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock Awards(1) | | Andrew R. Jassy | — | — | $— | | Jeffrey P. Bezos | — | — | — | | Brian T. Olsavsky | 4/1/2024 | 139,665(2)(3) | 25,345,706 | | Matthew S. Garman | 4/1/2024 | 180,721(2)(4) | 32,796,343 | | Douglas J. Herrington | 4/1/2024 | 186,293(2)(5) | 33,807,522 | | David A. Zapolsky | 4/1/2024 | 139,665(2)(6) | 25,345,706 | | Adam N. Selipsky | 4/1/2024 | 185,910(2)(7) | 33,738,017 |

  58. Grants of Plan-Based Awards in 2024

    (1) Stock awards are reported at aggregate grant date fair value, as determined under applicable accounting standards. Grant date fair value for restricted stock units is determined based on the number of shares granted multiplied by the average of the high and the low trading price of common stock of the Company on the grant date, without regard to the fact that the grants vest over a number of years. The holder of the restricted stock unit award does not have any voting, dividend, or other ownership rights in the shares of common stock subject to the award unless and until the award vests and the shares are issued. (2) The vesting schedule reflects total compensation targets for future years based on the number of shares vesting and stock price assumptions for each future year. (3) This award vests based upon the following vesting schedule: 5,050 shares on each of May 21, 2025, August 21, 2025, and November 21, 2025; 5,049 shares on February 21, 2026; 5,530 shares on each of May 21, 2026, August 21, 2026, and November 21, 2026; 5,529 shares on February 21, 2027; 5,797 shares on each of May 21, 2027 and August 21, 2027; 5,796 shares on each of November 21, 2027 and February 21, 2028; 10,474 shares on each of May 21, 2028, August 21, 2028, and November 21, 2028; 10,473 shares on February 21, 2029; 8,067 shares on each of May 21, 2029 and August 21, 2029; and 8,066 shares on each of November 21, 2029 and February 21, 2030. (4) This award vests based upon the following vesting schedule: 7,643 shares on each of May 21, 2025, August 21, 2025, November 21, 2025, and February 21, 2026; 7,836 shares on each of May 21, 2026, August 21, 2026, and November 21, 2026; 7,835 shares on February 21, 2027; 7,845 shares on each of May 21, 2027 and August 21, 2027; 7,844 shares on each of November 21, 2027 and February 21, 2028; 12,344 shares on each of May 21, 2028, August 21, 2028, and November 21, 2028; 12,343 shares on February 21, 2029; 9,514 shares on May 21, 2029; and 9,513 shares on each of August 21, 2029, November 21, 2029, and February 21, 2030. (5) This award vests based upon the following vesting schedule: 3,827 shares on each of May 21, 2025, August 21, 2025, November 21, 2025, and February 21, 2026; 5,565 shares on each of May 21, 2026, August 21, 2026, and November 21, 2026; 5,564 shares on February 21, 2027; 6,785 shares on May 21, 2027; 6,784 shares on each of August 21, 2027, November 21, 2027, and February 21, 2028; 17,162 shares on each of May 21, 2028 and August 21, 2028; 17,161 shares on each of November 21, 2028 and February 21, 2029; 13,236 shares on each of May 21, 2029, August 21, 2029, and November 21, 2029; and 13,235 shares on February 21, 2030. (6) This award vests based upon the following vesting schedule: 5,050 shares on each of May 21, 2025, August 21, 2025, and November 21, 2025; 5,049 shares on February 21, 2026; 5,530 shares on each of May 21, 2026, August 21, 2026, and November 21, 2026; 5,529 shares on February 21, 2027; 5,797 shares on each of May 21, 2027 and August 21, 2027; 5,796 shares on each of November 21, 2027 and February 21, 2028; 10,474 shares on each of May 21, 2028, August 21, 2028, and November 21, 2028; 10,473 shares on February 21, 2029; 8,067 shares on each of May 21, 2029 and August 21, 2029; and 8,066 shares on each of November 21, 2029 and February 21, 2030. Due to Mr. Selipsky’s resignation effective June 2024, this award was forfeited prior to any shares vesting. Outstanding Equity Awards and Stock Vested The following table sets forth information concerning the outstanding stock awards held at December 31, 2024 by the named executive officers.

  59. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End

  60. Outstanding Equity Awards at 2024 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 | 1,250,680(2) | $274,386,685 | | Jeffrey P. Bezos | — | — | | Brian T. Olsavsky Restricted stock units | 275,205(3) | 60,377,225 | | Matthew S. Garman Restricted stock units | 349,261(4) | 76,624,371 | | Douglas J. Herrington Restricted stock units | 455,722(5) | 99,980,850 | | David A. Zapolsky Restricted stock units | 275,205(6) | 60,377,225 | | Adam N. Selipsky Restricted stock units | —(7) | — |

  61. Outstanding Equity Awards at 2024 Fiscal Year-End

    (1) Reflects the closing market price of our common stock on December 31, 2024, $219.39, multiplied by the number of restricted stock units that were not vested as of December 31, 2024. (2) Reflects shares of our common stock subject to: (a) a restricted stock unit award that vested as to 31,960 shares on February 21, 2025; and vesting as follows, assuming continued employment: 24,680 shares on each of May 21, 2025, August 21, 2025, November 21, 2025, and February 21, 2026; and (b) a restricted stock unit award that vested as to 20,000 shares on February 21, 2025; and vesting as follows, assuming continued employment: 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 11,380 shares on February 21, 2025; and vesting as follows, assuming continued employment: 8,760 shares on each of May 21, 2025, August 21, 2025, and November 21, 2025; and 8,780 shares on February 21, 2026; (b) a restricted stock unit award that vested as to 3,240 shares on February 21, 2025; and vesting as follows, assuming continued employment: 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; and (c) a restricted stock unit award vesting as follows, assuming continued employment: 5,050 shares on each of May 21, 2025, August 21, 2025, and November 21, 2025; 5,049 shares on February 21, 2026; 5,530 shares on each of May 21, 2026, August 21, 2026, and November 21, 2026; 5,529 shares on February 21, 2027; 5,797 shares on each of May 21, 2027 and August 21, 2027; 5,796 shares on each of November 21, 2027 and February 21, 2028; 10,474 shares on each of May 21, 2028, August 21, 2028, and November 21, 2028; 10,473 shares on February 21, 2029; 8,067 shares on each of May 21, 2029 and August 21, 2029; and 8,066 shares on each of November 21, 2029 and February 21, 2030. The number and value of shares that would have vested in the event of death as of December 31, 2024 is 131,929 shares and $28,943,903. (4) Reflects shares of our common stock subject to: (a) a restricted stock unit award that vested as to 3,780 shares on February 21, 2025; (b) a restricted stock unit award that vested as to 4,000 shares on February 21, 2025; and vesting as follows, assuming continued employment: 4,000 shares on each of May 21, 2026, August 21, 2026, November 21, 2026, and February 21, 2027; (c) a restricted stock unit award that vested as to 4,300 shares on February 21, 2025; and vesting as follows, assuming continued employment: 6,320 shares on each of May 21, 2025 and August 21, 2025; 6,300 shares on each of November 21, 2025 and February 21, 2026; and 4,860 shares on each of May 21, 2026, August 21, 2026, November 21, 2026, and February 21, 2027; (d) a restricted stock unit award that vested as to 3,160 shares on February 21, 2025; and vesting as follows, assuming continued employment: 6,960 shares on each of May 21, 2025, August 21, 2025, and November 21, 2025; 6,940 shares on February 21, 2026; 1,500 shares on May 21, 2026; 1,480 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; (e) a restricted stock unit award vesting as follows, assuming continued employment: 13,500 shares on each of May 15, 2026 and May 15, 2028; and (f) a restricted stock unit award vesting as follows, assuming continued employment: 7,643 shares on each of May 21, 2025, August 21, 2025, November 21, 2025, and February 21, 2026; 7,836 shares on each of May 21, 2026, August 21, 2026, and November 21, 2026; 7,835 shares on February 21, 2027; 7,845 shares on each of May 21, 2027 and August 21, 2027; 7,844 shares on each of November 21, 2027 and February 21, 2028; 12,344 shares on each of May 21, 2028, August 21, 2028, and November 21, 2028; 12,343 shares on February 21, 2029; 9,514 shares on May 21, 2029; and 9,513 shares on each of August 21, 2029, November 21, 2029, and February 21, 2030. The number and value of shares that would have vested in the event of death as of December 31, 2024 is 166,920 shares and $36,620,579. (5) Reflects shares of our common stock subject to: (a) a restricted stock unit award that vested as to 12,660 shares on February 21, 2025; and vesting as follows, assuming continued employment: 9,760 shares on each of May 21, 2025, August 21, 2025, November 21, 2025, and February 21, 2026; (b) a restricted stock unit award 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; (c) a restricted stock unit award that vested as to 2,600 shares on February 21, 2025; and vesting as follows, assuming continued employment: 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; (d) a restricted stock unit award that vested as to 13,752 shares on February 15, 2025; and vesting as follows, assuming continued employment: 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; and (e) a restricted stock unit award vesting as follows, assuming continued employment: 3,827 shares on each of May 21, 2025, August 21, 2025, November 21, 2025, and February 21, 2026; 5,565 shares on each of May 21, 2026, August 21, 2026, and November 21, 2026; 5,564 shares on February 21, 2027; 6,785 shares on May 21, 2027; 6,784 shares on each of August 21, 2027, November 21, 2027, and February 21, 2028; 17,162 shares on each of May 21, 2028 and August 21, 2028; 17,161 shares on each of November 21, 2028 and February 21, 2029; 13,236 shares on each of May 21, 2029, August 21, 2029, and November 21, 2029; and 13,235 shares on February 21, 2030. The number and value of shares that would have vested in the event of death as of December 31, 2024 is 221,009 shares and $48,487,165. (6)

  62. Outstanding Equity Awards at 2024 Fiscal Year-End

    Reflects shares of our common stock subject to: (a) a restricted stock unit award that vested as to 11,380 shares on February 21, 2025; and vesting as follows, assuming continued employment: 8,760 shares on each of May 21, 2025, August 21, 2025, and November 21, 2025; and 8,780 shares on February 21, 2026; (b) a restricted stock unit award that vested as to 3,240 shares on February 21, 2025; and vesting as follows, assuming continued employment: 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; and (c) a restricted stock unit award vesting as follows, assuming continued employment: 5,050 shares on each of May 21, 2025, August 21, 2025, and November 21, 2025; 5,049 shares on February 21, 2026; 5,530 shares on each of May 21, 2026, August 21, 2026, and November 21, 2026; 5,529 shares on February 21, 2027; 5,797 shares on each of May 21, 2027 and August 21, 2027; 5,796 shares on each of November 21, 2027 and February 21, 2028; 10,474 shares on each of May 21, 2028, August 21, 2028, and November 21, 2028; 10,473 shares on February 21, 2029; 8,067 shares on each of May 21, 2029 and August 21, 2029; and 8,066 shares on each of November 21, 2029 and February 21, 2030. The number and value of shares that would have vested in the event of death as of December 31, 2024 is 131,929 shares and $28,943,903. (7) Mr. Selipsky forfeited all of his unvested restricted stock units upon his resignation from the Company effective June 2024, and, as a result, he did not hold any outstanding awards as of December 31, 2024.

  63. Stock Vested in 2024

    Stock Vested in 2024 The following table sets forth information concerning stock awards that vested during the last fiscal year with respect to the named executive officers.

  64. Stock Vested in 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting(1) | | Andrew R. Jassy | 211,000 | $38,475,495 | | Jeffrey P. Bezos | — | — | | Brian T. Olsavsky | 60,600 | 11,032,256 | | Matthew S. Garman | 63,320 | 11,527,695 | | Douglas J. Herrington | 120,398 | 21,992,827 | | David A. Zapolsky | 60,600 | 11,032,256 | | Adam N. Selipsky | 62,440 | 11,037,520 |

  65. Stock Vested in 2024

    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 $219.39 on December 31, 2024 is set forth in notes (3) through (6) of the “Outstanding Equity Awards at 2024 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, 2024, 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 $219.39 on December 31, 2024 is set forth in the “Outstanding Equity Awards at 2024 Fiscal Year-End” table. Pay Versus Performance Table The following table and accompanying description sets forth information for the past five fiscal years regarding compensation as calculated under SEC rules and certain financial performance measures specified under SEC rules.

  66. Pay Versus Performance

    Pay Versus Performance

  67. 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 | | | 2024 | N/A | $1,596,889 | N/A | $92,371,410 | $25,795,963 | $25,724,704 | $237 | $247 | $218 | $59,248 | | 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 |

  68. Pay Versus Performance

    (1) The Company’s Non-CEO NEOs in 2024 were Jeffrey P. Bezos, Brian T. Olsavsky, Matthew S. Garman, Douglas J. Herrington, David A. Zapolsky, and Adam N. Selipsky; in 2023 and 2022, they were Mr. Bezos, Mr. Olsavsky, Mr. Herrington, Mr. Selipsky, and Mr. Zapolsky; in 2021, they were Mr. Olsavsky, David H. Clark, Mr. Selipsky, 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 Consumer Discretionary Distribution & Retail Index (formerly known as 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), and minus (4) the fair value of unvested restricted stock unit awards granted to our executives in prior years that were forfeited during the year, if any, valued as of the end of the prior year (Row E in the table below). A reconciliation between Summary Compensation Table Total Compensation and Compensation Actually Paid for 2024 is set forth below. The proxy statements for our 2024 and 2023 Annual Meetings of Shareholders include corresponding information for fiscal years 2023 and 2020 through 2022, respectively. 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).

  69. Pay Versus Performance

    | | Jassy 2024 | 2024 Average for Non-CEO NEOs | | Summary Compensation Table Total Compensation | $1,596,889 | $25,795,963 | | A (Minus) Grant Date Fair Value of Awards Granted During the Year | N/A | (25,172,216) | | B Plus Fair Value as of Year-End of Equity Awards Granted During the Year | N/A | 23,633,568 | | C Plus (Minus) Change from Prior Year-End in Fair Value of Awards That Vested During the Year | 6,416,155 | 1,801,030 | | D Plus (Minus) Year-over-Year Change in Fair Value of Unvested Awards Granted in Prior Years | 84,358,366 | 7,970,893 | | E (Minus) Fair Value as of Prior Year-End of Forfeited Equity Awards Granted in Prior Years | N/A | (8,304,534) | | Compensation Actually Paid | $92,371,410 | $25,724,704 |

  70. 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 2024 when our share price TSR was up approximately 45% for the year, our CEO’s Compensation Actually Paid was approximately $92.4 million, reflecting the fact that the value of restricted stock units that vested during the year increased by approximately $6.4 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 $84.4 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, 2023, or 2024. The Compensation Actually Paid to Mr. Bezos, who served as our CEO in 2020 and the first half of 2021, consisted of a fixed salary and the value of security arrangements provided for Mr. Bezos. Due to Mr. Bezos’s substantial stock ownership, he believes he is appropriately incentivized and his interests are appropriately aligned with shareholders’ interests. Accordingly, Mr. Bezos has never received any stock-based compensation or any cash compensation from Amazon other than his salary. Similarly, as shown in the graphic below, the change in the fair value of restricted stock unit awards held by our Non-CEO NEOs (Rows C and D in the table above) closely aligns with year-over-year changes in our TSR. Restricted stock unit awards granted as new-hire, promotion, or periodic awards and restricted stock unit awards forfeited in 2020 through 2024 were the other primary elements 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 five fiscal years.