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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

AMAZON.COM, INC.

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

☐

Fee paid previously with preliminary materials.

☐

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

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Notice of 2021
Annual Meeting
of Shareholders
& Proxy Statement

9:00 a.m., Pacific Time
Wednesday, May 26, 2021

Virtual Meeting Site: www.virtualshareholdermeeting.com/AMZN2021

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Global Impact Highlights

Our People

In 2020, Amazon created approximately 500,000 jobs for people with all types of experience, education, and skill levels. In addition to offering starting pay of at least $15 per hour in the U.S., more than double the federal minimum wage, Amazon offers comprehensive benefits, including health care coverage, parental leave, ways to save for the future, and other resources to improve health and well-being. Regular full-time employees get the same health care benefits as our most senior executives starting on their first day on the job.

Our top priority during the COVID-19 pandemic has been to help ensure the health and safety of our approximately 1.3 million employees worldwide and to deliver for customers. We are

[MISSING IMAGE: tm2035374d1-pht_peoplebw.jpg]

A front-line employee from Amazon’s pharmacy fulfillment
center in Arizona receiving a COVID-19 vaccination.

working to achieve this by:

•

Providing over $2.5 billion in bonuses and incentives to our front-line employees and establishing a relief fund for delivery drivers and seasonal associates.

•

Making over 150 process updates across operations, including enhanced cleaning, social distancing measures, disinfectant spraying, and temperature checks, as well as providing masks and gloves.

•

Launching voluntary, free on-site COVID-19 testing at hundreds of sites and conducting tens of thousands of tests a day to keep our front-line employees safe.

•

Providing an up-to-$80 benefit to hourly employees in the U.S. who get a COVID-19 vaccine off-site. We have also begun building on-site vaccination options at many of our operations sites.

We believe our future is diverse, inclusive, and accessible across every color, gender, belief, origin, and community. We’re constantly learning and innovating—and our long-term efforts in diversity, equity, and inclusion are no different, including:

•

Doubling the number of Black directors and vice presidents in 2020 and again in 2021 through effective executive development and recruitment programs. Amazon recruits diverse talent through a number of initiatives, including partnerships with groups like AfroTech and Lesbians Who Tech, collaborating with Management Leadership for Tomorrow, and committing to the Historically Black Colleges and Universities Partnership Challenge.

•

Making direct donations and matching employee donations to organizations focused on combating systemic racism through the legal system as well as those dedicated to expanding educational and economic opportunity for Black communities, such as Black Lives Matter, Brennan Center for Justice, and the NAACP.

•

Having 12 employee-led affinity (resource) groups with more than 90,000 members across hundreds of chapters.

Amazon also employs over 40,000 veterans and military spouses in the U.S. and is committed to supporting the military veteran community. This includes building long-term and innovative programs that address the community’s greatest challenges, including mental health awareness, suicide prevention, and homelessness.

Amazon provides skills training and upskilling opportunities to help adult learners and employees advance in their careers. Program milestones include:

•

Announcing that 40,000 employees have participated in Career Choice, a program that prepays tuition for in-demand fields.

•

Continuing to deliver Upskilling 2025, a $700 million commitment to help 100,000 employees gain technical skills so they can move into higher-skilled, better-paying roles.

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Announcing plans to offer free cloud computing skills training to 29 million people around the world by 2025 to get them ready for jobs in one of the fastest-growing industries.

•

Promoting 35,000 employees across our operations network in 2020.

Learn more at aboutamazon.com/workplace.

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Our Partners

We provide tools and resources to help small and medium-sized businesses grow their own companies. They’re able to serve their communities, while providing more choice to customers around the world. We support a number of different types of partners, including:

•

Over 1.9 million small and medium-sized businesses selling in Amazon’s store. We support the rapid growth of

[MISSING IMAGE: tm2035374d1-pht_partnerbw.jpg]

Iowa small business BLK & Bold prepares specialty coffee
and tea for sale on Amazon.

small and medium-sized businesses from every state in the U.S. and from more than 130 countries selling their products in our store. These businesses now make up close to 60% of the sales in our store and have created more than 2.2 million jobs globally as a result of selling on Amazon. The 2020 holiday season was the best ever for independent businesses selling on Amazon—sellers surpassed $4.8 billion in worldwide sales from Black Friday through Cyber Monday, growing about 60% from the previous year. During the holiday season as a whole, small and medium-sized businesses in the U.S. sold nearly one billion products in Amazon’s store.

•

Over 2,400 Delivery Service Partners across Brazil, Canada, Germany, Ireland, Italy, Spain, the UK, and the U.S. These partners have created over 158,000 jobs in their communities, and, since 2018, they’ve delivered more than 2.8 billion packages worldwide and generated over $6 billion in revenue for their small businesses. In 2020, Amazon announced a new diversity grant to help reduce the barriers to entry for Black, Latinx, and Native American entrepreneurs—offering $10,000 for each qualified candidate to build their own businesses in the U.S.

•

Hundreds of thousands of small and medium-sized businesses, startups, and partners around the world launch and scale their businesses with Amazon Web Services (“AWS”). These businesses rely on AWS for highly reliable, scalable, secure, and low-cost infrastructure in the cloud. As part of the AWS Activate program, Amazon also provided more than $1 billion in AWS credits during 2020 to help early-stage startups launch their businesses and accelerate their growth. With this help, startups are using reliable and secure cloud services like compute, storage, database, analytics, Internet of Things, machine learning, and many others from AWS to scale their businesses.

•

Over 700,000 developers building for Alexa. Alexa is an opportunity for builders, developers, and entrepreneurs to innovate and build a voice-first business for the hundreds of millions of Alexa devices in customers’ hands. Skill developers can earn more than $100,000 per year through in-skill purchasing.

•

Millions of writers using Kindle Direct Publishing (“KDP”). KDP authors self-publish and distribute their books to millions of readers around the world, choosing where they want to sell, setting their own prices, and earning up to 70% of every sale in royalties. Since KDP launched in 2007, millions of authors from around the world have self-published millions of books through the program—many of whom are building incredibly successful writing careers as a result. In 2020, thousands of independent authors earned more than $50,000 through KDP, with more than 1,000 authors surpassing $100,000 in royalties. KDP authors have earned more than $1.5 billion from participation in Kindle Unlimited since 2014.

Learn more at aboutamazon.com/impact/empowerment/small-businesses.

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Our Planet

We are committed to and invested in sustainability because it’s a win all around—it’s good for the planet, business, customers, and communities. From building the largest wind farm in rural Texas to deploying a new fleet of electric vehicles, we are reducing Amazon’s carbon footprint across all our business operations and are leading the way for other companies to decarbonize worldwide. The Climate Pledge is Amazon’s commitment to be net-zero carbon by 2040, and the Company is on a path to powering its operations with 100% renewable energy by 2025—five years earlier than our original target of 2030. The Climate Pledge has been signed by over 50 other companies that commit to the same goals, including Best Buy, IBM, JetBlue, Microsoft, Uber, Unilever, and Verizon.

Amazon is taking meaningful steps in its journey to be net-zero carbon by 2040 through significant investments in renewable energy and sustainability initiatives, including:

•

[MISSING IMAGE: tm2035374d1-pht_planetbw.jpg]

An Amazon electric delivery vehicle passes a windfarm
outside of Los Angeles.

In 2020, Amazon became the world’s largest corporate purchaser of renewable energy. The Company has 187 solar and wind projects worldwide delivering more than 20,000 gigawatt hours of renewable energy annually. They include 62 utility-scale wind and solar projects and 125 solar rooftops on fulfillment centers and sort centers around the globe. Amazon Web Services is also helping other enterprises mitigate their environmental impact by providing technology infrastructure that is 3.6 times more energy efficient than many major companies’ data operations.

•

Climate Pledge Friendly makes it easy for customers to discover and shop for more sustainable products in Amazon’s store. The Climate Pledge Friendly label signifies that the products have one or more of 19 different sustainability certifications that help preserve the natural world.

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The Climate Pledge Fund started with $2 billion from Amazon to invest in companies creating products, services, and technologies to protect the planet. The fund supports the development of sustainable technologies that help to decarbonize the economy and protect the planet.

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Right Now Climate Fund is a $100 million fund that takes immediate action to remove or avoid carbon emissions by supporting nature-based climate solutions. Amazon is working with The Nature Conservancy to identify projects that can create real and lasting carbon reductions, while also empowering communities, enhancing natural environments, and protecting wildlife.

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Climate Pledge Arena in Seattle is expected to be the first net-zero carbon certified arena in the world, developed in partnership with Amazon, Oak View Group, and NHL Seattle. In 2020, Amazon secured naming rights to the historic arena, which is scheduled to open in 2021.

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Amazon’s custom order of 100,000 electric delivery vehicles—designed and produced in partnership with Rivian—is the largest-ever order of electric delivery vehicles. These vehicles raise the bar for next generation delivery and started hitting the road in February 2021.

•

Amazon collaborates with others to reduce packaging waste for customers and the planet. Since 2015, we have reduced the weight of outbound packaging by more than 33% and eliminated over 1 million tons of packaging material—that is the equivalent of 2 billion shipping boxes.

•

In September 2020, Amazon became the first consumer electronics company to commit to addressing the use phase of our devices through renewable energy investments, announcing that we are building new wind and solar farms to produce clean energy equivalent to the electricity used by every customer’s Echo device.

Learn more at sustainability.aboutamazon.com.

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Our Communities

Amazon is committed to supporting communities that we are proud to call home. We look to leverage our scale for good and use our ability to innovate quickly to strengthen communities around the world where our employees live and work. Amazon’s culture is built around solving impossible problems, which is why we’re able to take a different, more hands-on approach than most.

We’ve donated tens of millions of dollars in cash and in-kind contributions to organizations fighting the COVID-19 pandemic, including:

•

Donating critically needed personal protective equipment in the U.S., including 4.4 million masks; 273,000 gallons of hand sanitizer; and thousands of contactless thermometers.

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Collaborating with nonprofits, food banks, and schools to donate delivery services for over 12 million meals in more than 25 U.S. cities and in communities in Australia, Japan, Singapore, Spain, and the UK.

•

Donating over 65,000 Echo devices, Fire Tablets, and other devices globally to organizations that support front-line workers and first responders, in order to help keep patients, students, and communities impacted by the COVID-19 pandemic connected.

We work side-by-side with community partners to find solutions to the world’s most pressing challenges and build long-term, innovative programs that have a lasting, positive impact.

For example:

•

[MISSING IMAGE: tm2035374d1-pht_commbw.jpg]

A student from Seattle’s Lowell Elementary participating
in an Amazon-hosted summer coding camp.

Amazon launched a Housing Equity Fund—a $2 billion commitment to preserve and create over 20,000 affordable housing units in Washington state’s Puget Sound region; Arlington, Virginia; and Nashville, Tennessee. The Fund provides below-market loans and grants to housing partners, public agencies, and minority-led organizations, starting with 2,300 affordable apartment homes. The fund will support Amazon’s commitment to affordable housing and will help ensure moderate- to low-income families can afford housing in communities with easy access to neighborhood services, amenities, and jobs.

•

Mary’s Place and Amazon opened Mary’s Place Family Center in The Regrade, a first-of-its-kind family shelter inside our Seattle headquarters. Amazon is providing more than $100 million in cash and in-kind donations to support the shelter.

•

Amazon continues to grow Amazon Future Engineer, a comprehensive childhood-to-career education program designed to inspire and educate children and young adults from underserved communities to pursue careers in computer science. This program now benefits millions of students globally, including hundreds of thousands of students in the U.S., as well as students in Canada, France, and the UK.

•

Amazon donated more than 1 million emergency aid items to community partners providing disaster relief to people affected by wildfires in California, Oregon, and Washington, as well as those impacted by Hurricane Laura along the Gulf Coast.

Learn more at aboutamazon.com/impact/community.

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NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS

				Date and Time						Virtual Meeting Site
	Wednesday, May 26, 2021 9:00 a.m., Pacific Time						www.virtualshareholdermeeting.com/AMZN2021

Items of Business:	Our Board of Directors Recommends You Vote:
• To elect the ten directors named in the Proxy Statement to serve until the next Annual Meeting of Shareholders or until their respective successors are elected and qualified		FOR the election of each director nominee

• To ratify the appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2021		FOR the ratification of the appointment

• To conduct an advisory vote to approve our executive compensation		FOR approval, on an advisory basis

• To consider and act upon the shareholder proposals described in the Proxy Statement, if properly presented at the Annual Meeting		AGAINST each of the shareholder proposals

• To transact such other business as may properly come before the meeting or any adjournment or postponement thereof

The Board of Directors has fixed April 1, 2021 as the record date for determining shareholders entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Only shareholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting.

By Order of the Board of Directors

David A. Zapolsky
Secretary

Seattle, Washington
April 15, 2021

Important Notice Regarding the Availability of Proxy Materials for the Amazon.com, Inc. Shareholder Meeting to be Held on May 26, 2021. The Proxy Statement and our 2020 Annual Report are available at www.proxyvote.com.

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	ANNUAL MEETING INFORMATION					1
	General					1
	Outstanding Securities and Quorum					1
	Internet Availability of Proxy Materials					1
	Proxy Voting					2
	Voting Standard					3
	Revocation					3
	Participating in the Annual Meeting					3
	ITEM 1—Election of Directors					5
	BOARD OF DIRECTORS INFORMATION					5
	Biographical Information					6
	Director Nominee Tenure, Skills, and Characteristics					11
	Corporate Governance					11
	Board Meetings and Committees					15
	Compensation of Directors					17
	ITEM 2—Ratification of the Appointment of Ernst & Young LLP as Independent Auditors					19
	AUDITORS					19
	Fee Information					19
	Pre-Approval Policies and Procedures					20
	Audit Committee Report					20
	ITEM 3—Advisory Vote to Approve Executive Compensation					22
	SHAREHOLDER PROPOSALS					23
	BENEFICIAL OWNERSHIP OF SHARES					62
	EXECUTIVE COMPENSATION					63
	Compensation Discussion and Analysis					63
	Leadership Development and Compensation Committee Report					68
	Summary Compensation Table					69
	Grants of Plan-Based Awards					70
	Outstanding Equity Awards and Stock Vested					71
	Potential Payments Upon Termination of Employment or Change-in-Control					72
	SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS					73
	PAY RATIO DISCLOSURE					74
	CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS					74
	OTHER INFORMATION					75

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 and other sustainability plans and goals, made in this document are forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our 2020 Annual Report on Form 10-K. 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.

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AMAZON.COM, INC.

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
To Be Held on Wednesday, May 26, 2021

ANNUAL MEETING INFORMATION

General

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 at 9:00 a.m., Pacific Time, on Wednesday, May 26, 2021, and any adjournment or postponement thereof. We will conduct a virtual online Annual Meeting this year, so our shareholders can participate from any geographic location with Internet connectivity. We believe this enhances accessibility to our Annual Meeting for all of our shareholders and reduces the carbon footprint of our activities, and is particularly important for our shareholders, employees, and community in light of the COVID-19 pandemic. Shareholders may participate in the Annual Meeting at www.virtualshareholdermeeting.com/AMZN2021 and may submit questions during or in advance of the Annual Meeting. Our principal offices are located at 410 Terry Avenue North, Seattle, Washington 98109. This Proxy Statement is first being made available to our shareholders on or about April 15, 2021.

Outstanding Securities and Quorum

Only holders of record of our common stock, par value $0.01 per share, at the close of business on April 1, 2021, the record date, will be entitled to notice of, and to vote at, the Annual Meeting. On that date, we had 504,116,631 shares of common stock outstanding and entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each other item to be voted on at the Annual Meeting. A majority of the outstanding shares of common stock entitled to vote, present or represented by proxy, constitutes a quorum for the transaction of business at the Annual Meeting. Abstentions and broker nonvotes will be included in determining the presence of a quorum for the Annual Meeting.

Internet Availability of Proxy Materials

We are furnishing proxy materials to some of our shareholders via the Internet by mailing a Notice of Internet Availability of Proxy Materials, instead of mailing or e-mailing copies of those materials. The Notice of Internet Availability of Proxy Materials directs shareholders to a website where they can access our proxy materials, including our proxy statement and our annual report, and view instructions on how to vote via the Internet, mobile device, or by telephone. If you received a Notice of Internet Availability of Proxy Materials and would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you have previously elected to receive our proxy materials via e-mail, you will continue to receive access to those materials electronically unless you elect otherwise.

2021 Proxy Statement 1

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ANNUAL MEETING INFORMATION

We encourage you to register to receive all future shareholder communications electronically, instead of in print. This means that access to the annual report, proxy statement, and other correspondence will be delivered to you via e-mail.

Proxy Voting

Shares that are properly voted via the Internet, mobile device, or by telephone or for which proxy cards are properly executed and returned will be voted at the Annual Meeting in accordance with the directions given or, in the absence of directions, will be voted in accordance with the Board’s recommendations as follows: “FOR” the election of each of the nominees to the Board named herein; “FOR” the ratification of the appointment of our independent auditors; “FOR” approval, on an advisory basis, of our executive compensation as described in this Proxy Statement; and “AGAINST” each of the shareholder proposals. It is not expected that any additional matters will be brought before the Annual Meeting, but if other matters are properly presented, the persons named as proxies in the proxy card or their substitutes will vote in their discretion on such matters.

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:


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

The manner in which your shares may be voted depends on how your shares are held. If you own shares of record, meaning that your shares are represented by certificates or book entries in your name so that you appear as a shareholder on the records of Computershare, our stock transfer agent, you may vote by proxy, meaning you authorize individuals named in the proxy card to vote your shares. You may provide this authorization by voting via the Internet, mobile device, by telephone, or (if you have received paper copies of our proxy materials) by returning a proxy card. You also may participate in and vote during the Annual Meeting. If you own common stock of record and you do not vote by proxy or at the Annual Meeting, your shares will not be voted.

If you own shares in street name, meaning that your shares are held by a bank, brokerage firm, or other nominee, you may instruct that institution on how to vote your shares. You may provide these instructions by voting via the Internet, mobile device, by telephone, or (if you have received paper copies of proxy materials through your bank, brokerage firm, or other nominee) by returning a voting instruction form received from that institution. You also may participate in and vote during the Annual Meeting. If you own common stock in street name and do not either provide voting instructions or vote during the Annual Meeting, the institution that holds your shares may nevertheless vote your shares on your behalf with respect to the ratification of the appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2021, but cannot vote your shares on any other matters being considered at the meeting.

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ANNUAL MEETING INFORMATION

Voting Standard

A nominee for director shall be elected to the Board if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. If the votes cast for any nominee do not exceed the votes cast against the nominee, the Board will consider whether to accept or reject such director’s resignation, which is tendered to the Board pursuant to the Board of Directors Guidelines on Significant Corporate Governance Issues. Abstentions and broker nonvotes will have no effect on the outcome of the election. Broker nonvotes occur when a person holding shares in street name, such as through a brokerage firm, does not provide instructions as to how to vote those shares and the broker does not then vote those shares on the shareholder’s behalf.

For all other matters proposed for a vote at the Annual Meeting, the affirmative vote of a majority of the outstanding shares of common stock present or represented by proxy and entitled to vote on the matter is required to approve the matter. For these matters, abstentions are not counted as affirmative votes on a matter but are counted as present and entitled to vote, and broker nonvotes, if any, will have no effect on the outcome of these matters.

Revocation

If you own common stock of record, you may revoke your proxy or change your voting instructions at any time before your shares are voted at the Annual Meeting by delivering to the Secretary of Amazon.com, Inc. a written notice of revocation or a duly executed proxy (via the Internet, mobile device, or telephone or by returning a proxy card) bearing a later date or by participating in and voting during the Annual Meeting. A shareholder owning common stock in street name may revoke or change voting instructions by contacting the bank, brokerage firm, or other nominee holding the shares or by participating in and voting during the Annual Meeting.

Participating in the Annual Meeting

This year’s Annual Meeting will be accessible through the Internet. We are conducting a virtual online Annual Meeting so our shareholders can participate from any geographic location with Internet connectivity. We believe this enhances accessibility to our Annual Meeting for all of our shareholders and reduces the carbon footprint of our activities, and is particularly important for our shareholders, employees, and community in light of the COVID-19 pandemic. We have worked to offer the same rights and opportunities to participate as were provided at the in-person portion of our past meetings, while providing an online experience available to all shareholders regardless of their location.

You are entitled to participate in the Annual Meeting if you were a shareholder as of the close of business on April 1, 2021, the record date, or hold a valid proxy for the meeting. To participate in the Annual Meeting, including to vote and to view the list of registered shareholders as of the record date during the meeting, shareholders of record must access the meeting website at www.virtualshareholdermeeting.com/AMZN2021 and enter the 16-digit control number found on the Notice of Internet Availability of Proxy Materials or on the proxy card provided to you with this Proxy Statement, or that is set forth within the body of the email sent to you with the link to this Proxy Statement. If your shares are held in street name and your Notice of Internet Availability of Proxy Materials or voting instruction form indicates that you may vote those shares through the www.proxyvote.com website, then you may access, participate in, and vote at the Annual Meeting with the 16-digit control number indicated on that Notice of Internet Availability of Proxy Materials or voting instruction form. Otherwise, shareholders who hold their shares in street name should contact their bank, broker, or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in, or vote at the Annual Meeting.

Regardless of whether you plan to participate in the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Accordingly, we encourage you to vote in advance of the Annual Meeting.

Shareholders are able to submit questions for the Annual Meeting’s question and answer session during the meeting through www.virtualshareholdermeeting.com/AMZN2021. Shareholders who have been provided or obtained a 16-digit control number may submit a question in advance of the meeting at www.proxyvote.com after logging in with that control

2021 Proxy Statement 3

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ANNUAL MEETING INFORMATION

number. Each shareholder will be limited to one question. We will post answers to shareholder questions received regarding our Company on our investor relations website at www.amazon.com/ir as soon as is practical after the meeting. We also will post a replay of the Annual Meeting on our investor relations website, which will be available following the meeting. Additional information regarding the rules and procedures for participating in the Annual Meeting (including any adjournment thereof) will be set forth in our meeting rules of conduct, which shareholders can view during the meeting at the meeting website or during the ten days prior to the meeting at www.proxyvote.com.

We encourage you to access the Annual Meeting before it begins. Online check-in will be available at www.virtualshareholdermeeting.com/AMZN2021 approximately 15 minutes before the meeting starts on May 26, 2021. If you have difficulty accessing the meeting, please call 844-986-0822 (toll free) or 303-562-9302 (international). We will have technicians available to assist you.

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ITEM 1—ELECTION OF DIRECTORS

In accordance with our Bylaws, the Board has fixed the number of directors constituting the Board at ten. The Board, based on the recommendation of the Nominating and Corporate Governance Committee, proposed that the following ten 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:

•

Jeffrey P. Bezos

•

Keith B. Alexander

•

Jamie S. Gorelick

•

Daniel P. Huttenlocher

•

Judith A. McGrath

•

Indra K. Nooyi

•

Jonathan J. Rubinstein

•

Thomas O. Ryder

•

Patricia Q. Stonesifer

•

Wendell P. Weeks

Each of the nominees is currently a director of Amazon.com, Inc. and has been elected to hold office until the 2021 Annual Meeting or until his or her successor has been elected and qualified. Keith B. Alexander was elected as a director by the Board of Directors on September 9, 2020, and the other nominees were most recently elected at the 2020 Annual Meeting. Biographical and related information on each nominee is set forth below. Rosalind G. Brewer resigned from the Board of Directors effective February 16, 2021.

The Board expects that the ten 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.

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

BOARD OF DIRECTORS INFORMATION

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

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BOARD OF DIRECTORS INFORMATION

Biographical Information

[MISSING IMAGE: ph_jeffreybezos-bwlr.jpg]

Jeffrey P. Bezos

Founder, Chairman, and
CEO of Amazon

Background

Mr. Bezos has been Chairman of the Board since founding the Company in 1994 and Chief Executive Officer since May 1996. Mr. Bezos served as President from founding until June 1999 and again from October 2000 to the present. Mr. Bezos has announced his intention to transition to the role of Executive Chair in the third quarter of 2021.

Qualifications and Skills

Mr. Bezos’ 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 on-going contributions as founder and CEO.

Age:
57

Director since:
July 1994

Board committees:
None

Other current public company boards:
None

[MISSING IMAGE: ph_keithbalexander-bw.jpg]

General (Ret.) Keith B. Alexander

Co-CEO, President, and
Chair of IronNet

Background

General (Ret.) Keith B. Alexander has been the Co-Chief Executive Officer, President, and Chair of IronNet Cybersecurity, Inc. (“IronNet”), a cybersecurity technology company he founded, since 2014. Gen. Alexander served as the Commander of U.S. Cyber Command from May 2010 to March 2014 and was Director of the National Security Agency and Chief of the Central Security Service from August 2005 to March 2014.

Gen. Alexander served as a director of CSRA, Inc. from November 2015 to April 2018.

Qualifications and Skills

Gen. Alexander’s individual qualifications and skills as a director include his leadership and public policy experience as a high-ranking military official responsible for intelligence and national security affairs, through which he gained experience with emerging technologies and cybersecurity. Gen. Alexander further honed his entrepreneurial and commercial experience and customer experience skills in his role at IronNet.

Age:
69

Director since:
September 2020

Board committees:
Audit

Other current public company boards:
None

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Jamie S. Gorelick

Partner with Wilmer Cutler
Pickering Hale and Dorr LLP

Background

Ms. Gorelick has been a partner with the law firm Wilmer Cutler Pickering Hale and Dorr LLP since July 2003. She has held numerous positions in the U.S. government, serving as Deputy Attorney General of the United States, General Counsel of the Department of Defense, Assistant to the Secretary of Energy, and a member of the bipartisan National Commission on Terrorist Threats Upon the United States.

Ms. Gorelick has served as a director of VeriSign, Inc. since January 2015, a director of United Technologies Corporation from February 2000 to December 2014, and a director of Schlumberger Limited from April 2002 to June 2010.

Qualifications and Skills

Ms. Gorelick’s individual qualifications and skills as a director include her experience as a lawyer, her leadership experience in senior governmental positions, including experience with regulatory and compliance matters, her corporate governance experience, as well as her customer experience skills and skills relating to public policy and financial statement and accounting matters.

Age:
70

Director since:
February 2012

Board committees:
Nominating and Corporate Governance (Chair)

Other current public company boards:
VeriSign, Inc.

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Daniel P. Huttenlocher

Dean of MIT Schwarzman College
of Computing

Background

Mr. Huttenlocher has been the Dean of MIT Schwarzman College of Computing since August 2019. He served as Dean and Vice Provost, Cornell Tech at Cornell University from 2012 to July 2019 and worked for Cornell University from 1988 to 2012 in various positions.

Mr. Huttenlocher has served as a director of Corning Incorporated since February 2015.

Qualifications and Skills

Mr. Huttenlocher’s individual qualifications and skills as a director include his experience in senior positions at MIT and Cornell University, both leading universities, Cornell Tech, a research, technology commercialization, and graduate-level educational facility, and the Xerox Palo Alto Research Center, a technology research facility, through which he gained experience with emerging technologies, as well as his customer experience skills.

Age:
62

Director since:
September 2016

Board committees:
Leadership Development and Compensation

Other current public company boards:
Corning Incorporated

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Judith A. McGrath

Former Chair and CEO
of MTV Networks

Background

Ms. McGrath served as Chair and Chief Executive Officer of MTV Networks Entertainment Group worldwide, a division of Viacom, Inc., including Comedy Central and Nickelodeon, from July 2004 until May 2011. She was part of the original founding and launch team for MTV in 1981. Subsequent to leaving Viacom, Ms. McGrath formed a multi-media joint venture with Sony Music Entertainment called Astronauts Wanted: No Experience Necessary, identifying and creating content with emerging digital media talent, at which Ms. McGrath served as President from June 2013 to March 2018 and continued as a senior advisor from March 2018 to December 2019.

Qualifications and Skills

Ms. McGrath’s individual qualifications and skills as a director include her leadership and multimedia operations experience as a longtime senior executive of MTV Networks Entertainment Group, through which she gained experience with content creation, advertising, and content distribution, as well as her customer experience skills. Ms. McGrath further honed her digital and entrepreneurial experience with global customers in her role at Astronauts Wanted: No Experience Necessary.

Age:
68

Director since:
July 2014

Board committees:
Leadership Development and
Compensation (Chair)

Other current public company boards:
None

Indra K. Nooyi

Former Chair and CEO
of PepsiCo, Inc.

Background

Mrs. Nooyi was the Chief Executive Officer of PepsiCo, Inc., a multinational food, snack, and beverage company, from October 2006 to October 2018, where she also served as the Chair of its board of directors from May 2007 to February 2019. She was elected to PepsiCo’s board of directors and became its President and Chief Financial Officer in 2001, and held leadership roles in finance, corporate strategy and development, and strategic planning after joining PepsiCo in 1994.

Mrs. Nooyi served as a director of Schlumberger Limited from April 2015 to April 2020.

Qualifications and Skills

Mrs. Nooyi’s individual qualifications and skills as a director include her leadership experience as a longtime senior executive at a large corporation with international operations, through which she gained experience with consumer-focused product development, international operations, and marketing issues, as well as her customer experience skills and skills relating to financial statement and accounting matters.

Age:
65

Director since:
February 2019

Board committees:
Audit (Chair)

Other current public company boards:
None

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Jonathan J. Rubinstein

Former co-CEO of Bridgewater
Associates, LP

Background

Mr. Rubinstein was co-CEO of Bridgewater Associates, LP, a global investment management firm, from May 2016 to April 2017. Previously, Mr. Rubinstein was Senior Vice President, Product Innovation, for the Personal Systems Group at the Hewlett-Packard Company (“HP”), a multinational information technology company, from July 2011 to January 2012, and served as Senior Vice President and General Manager, Palm Global Business Unit, at HP from July 2010 to July 2011. Mr. Rubinstein was Chief Executive Officer and President of Palm, Inc., a smartphone manufacturer, from June 2009 until its acquisition by HP in July 2010, and Chair of the Board of Palm, Inc. from October 2007 through the acquisition. Prior to joining Palm, Mr. Rubinstein was a Senior Vice President at Apple Inc., also serving as the General Manager of the iPod Division.

Mr. Rubinstein served as a director of Qualcomm Incorporated from May 2013 to May 2016.

Qualifications and Skills

Mr. Rubinstein’s individual qualifications and skills as a director include his leadership and technology experience as a senior executive at large financial and technology companies, through which he gained experience with hardware devices and emerging technologies, as well as his customer experience skills and skills relating to financial statement and accounting matters.

Age:
64

Director since:
December 2010

Board committees:
Nominating and
Corporate Governance

Other current public company boards:
None

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Thomas O. Ryder

Former Chair and CEO of
Reader’s Digest Association, Inc.

Background

Mr. Ryder was Chair of the Reader’s Digest Association, Inc. from April 1998 to December 2006, and was Chief Executive Officer from April 1998 to December 2005. From 1984 to 1998, Mr. Ryder worked in several roles at American Express, including as President of American Express Travel Related Services International.

Mr. Ryder served as a director of ILG, Inc. from May 2016 to September 2018, a director of RPX Corporation from December 2009 to June 2017, a director of Quad/Graphics, Inc. from July 2010 to May 2017, a director of Starwood Hotels & Resorts Worldwide, Inc. from April 2001 to September 2016, and Chair of the Board of Directors at Virgin Mobile USA, Inc. from October 2007 to November 2009.

Qualifications and Skills

Mr. Ryder’s individual qualifications and skills as a director include his leadership experience as a senior executive of Reader’s Digest, a large media and publishing company, and American Express, a large financial services company, through which he gained experience with intellectual property, media, enterprise sales, payments, and international operations, as well as his customer experience skills and skills relating to financial statement and accounting matters.

Age:
76

Director since:
November 2002

Board committees:
Leadership Development and Compensation

Other current public company boards:
None

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Patricia Q. Stonesifer

Former President and CEO of
Martha’s Table

Background

Ms. Stonesifer served as the President and CEO of Martha’s Table, a non-profit, from April 2013 to March 2019. She served as Chair of the Board of Regents of the Smithsonian Institution from January 2009 to January 2012 and as Vice Chair from January 2012 to January 2013. From September 2008 to January 2012, she served as senior advisor to the Bill and Melinda Gates Foundation, a private philanthropic organization, where she was Chief Executive Officer from January 2006 to September 2008 and President and Co-chair from June 1997 to January 2006. Since September 2009, she has also served as a private philanthropy advisor. From 1988 to 1997, she worked in many roles at Microsoft Corporation, including as a Senior Vice President of the Interactive Media Division, and also served as the Chairwoman of the Gates Learning Foundation from 1997 to 1999.

Qualifications and Skills

Ms. Stonesifer’s individual qualifications and skills as a director include her leadership experience as a senior executive at the Bill and Melinda Gates Foundation and at Microsoft, through which she gained experience with emerging technologies and consumer-focused product development and marketing issues, her knowledge of Amazon from having served as a director since 1997, as well as her customer experience skills and skills relating to public policy and financial statement and accounting matters.

Age:
64

Director since:
February 1997

Board committees:
Nominating and Corporate
Governance

Other current public company boards:
None

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Wendell P. Weeks

Chairman and CEO of
Corning Incorporated

Background

Mr. Weeks has been the Chief Executive Officer of Corning Incorporated, a glass and materials science innovator, since April 2005 and Chairman of the board of directors since April 2007. He has held a variety of financial, commercial, business development, and general management positions across Corning’s businesses and technologies since he joined the company in 1983.

Mr. Weeks served as a director of Merck & Co., Inc. from February 2004 to May 2020.

Qualifications and Skills

Mr. Weeks’ individual qualifications and skills as a director include his leadership and operations experience as a senior executive at a large, multinational corporation, experience with restructuring, emerging technologies, and product development, as well as his customer experience skills and skills relating to financial statement and accounting matters.

Age:
61

Director since:
February 2016

Board committees:
Audit

Other current public company boards:
Corning Incorporated

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Director Nominee Tenure, Skills, and Characteristics

The Nominating and Corporate Governance Committee annually reviews the tenure, performance, and contributions of existing Board members to the extent they are candidates for re-election, and considers all aspects of each candidate’s qualifications and skills in the context of the Company’s needs at that point in time and, as stated in the Board of Directors Guidelines on Significant Corporate Governance Issues, seeks out candidates with a diversity of experience and perspectives, including diversity with respect to race, gender, geography, and areas of expertise. The Nominating and Corporate Governance Committee includes, and has any search firm that it engages include, women and individuals from underrepresented racial/ ethnic groups in the pool from which the Committee selects director candidates. When considering candidates as potential Board members, the Board and the Nominating and Corporate Governance Committee evaluate the candidates’ ability to contribute to such diversity. The Board assesses its effectiveness in this regard as part of its annual Board and director evaluation process. Currently, of our nine independent director nominees, four are women, one is from an underrepresented racial/ethnic group, 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 three new directors on-boarding and three directors leaving in the last three years). The tenure range of our director nominees is as follows:

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

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.

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 currently is our founder and CEO, Jeff Bezos. The Board believes that this leadership structure is appropriate given Mr. Bezos’ role in founding Amazon and his significant ownership stake. The Board believes that this leadership structure improves the Board’s ability to focus on key policy and operational issues and helps the Company operate in the long-term interests of shareholders. In addition, the independent directors on the Board have appointed a lead director from the Board’s independent directors, currently Jonathan J. Rubinstein, in order to promote independent leadership of the Board. The lead director presides over the executive sessions of the independent directors, chairs Board meetings in the Chair’s absence, works with management and the independent directors to approve agendas, schedules, information, and materials for Board meetings, and is available to engage directly with major shareholders where appropriate. In addition, the lead director confers from time to time with the Chair of the Board and the independent directors and reviews, as appropriate, the annual schedule of regular Board meetings and major Board meeting agenda topics. The guidance and direction provided by the lead director reinforce the Board’s independent oversight of management and contribute to communication among members of the Board.

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Director Independence

The Board has determined that the following directors are independent as defined by Nasdaq rules: Gen. Alexander, Ms. Gorelick, Mr. Huttenlocher, Ms. McGrath, Mrs. Nooyi, Mr. Rubinstein, Mr. Ryder, Ms. Stonesifer, and Mr. Weeks. In addition, the Board determined that Ms. Brewer, who served as a director until February 16, 2021, 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 Gen. Alexander, the Board considered payments in the past three years in the ordinary course of business from IronNet to Amazon for AWS services, which were under standard, arms-length terms and were not significant to the Company. For Ms. Brewer and Mr. Weeks, the Board considered payments in the past three years in the ordinary course of business from the Company to Starbucks Corporation and Corning Incorporated, respectively, or their affiliates. All such payments were not significant for any of these companies. For Mr. Ryder, the Board considered that his son-in-law has been employed with Amazon since 2008 in a non-officer and non-strategic position, as disclosed in “Certain Relationships and Related Person Transactions.”

Risk Oversight

As part of regular Board and committee meetings, the directors oversee executives’ management of risks relevant to the Company. While the full Board has overall responsibility for risk oversight, the Board has delegated responsibility related to certain risks to the Audit Committee, the Leadership Development and Compensation Committee, and the Nominating and Corporate Governance Committee. The Audit Committee is responsible for overseeing management of risks related to our financial statements and financial reporting process, data privacy and security, 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, and our compliance policies and procedures. 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 safety, culture, diversity, discrimination, and harassment. The Nominating and Corporate Governance Committee is responsible for overseeing management of risks related to our environmental, sustainability, and corporate social responsibility practices, including risks related to our operations and our supply chain. 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 Restated Certificate of Incorporation and Bylaws;

•

the Board of Directors Guidelines on Significant Corporate Governance Issues, which includes policies on shareholder communications with the Board, director attendance at our annual meetings, director resignations to facilitate our majority vote standard, director stock ownership guidelines, succession planning, and compensation clawbacks;

•

the charters approved by the Board for the Audit Committee, the Leadership Development and Compensation Committee, and the Nominating and Corporate Governance Committee;

•

the Code of Business Conduct and Ethics; and

•

our U.S. Political Engagement Policy and Statement.

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Sustainability, Environmental, Social, and Human Capital Initiatives

We regularly publish information regarding our sustainability, environmental, social, and human capital goals and initiatives on our website, including in our sustainability report titled “All In: Staying the Course on Our Commitment to Sustainability.” This report also includes our reporting under the Sustainability Accounting Standards Board (“SASB”) and Task Force on Climate-Related Financial Disclosures (“TCFD”) frameworks. Key highlights from our website and this report include:

•

The Climate Pledge. With our co-founder Global Optimism, in 2019 we announced The Climate Pledge, a commitment to be net-zero carbon across our business by 2040, a decade ahead of the Paris Agreement’s goal of 2050. We are proud that more than 50 companies have joined The Climate Pledge. As part of this commitment, we publish our carbon footprint and calculation methodology and announced in 2020 that we have joined the Science Based Target Initiative.

•

Renewable Energy. In 2020, we announced that we are on a path to powering our operations with 100% renewable energy by 2025—five years ahead of our original target of 2030. We also published details about how we calculate our renewable energy use.

•

Shipment Zero. Shipment Zero is our vision to make all Amazon shipments net-zero carbon, with a goal of delivering 50% of shipments with net-zero carbon by 2030. Shipment Zero means that the various parts of our fulfillment operations to deliver a customer’s shipment are net-zero carbon—from the fulfillment center, to the packaging materials, to the mode of transportation that gets the package to the customer’s door.

•

Electric Vehicles. In 2019, we announced the order of 100,000 new electric delivery vehicles from U.S. electric vehicle manufacturer Rivian. We plan to have 10,000 of these vehicles on the road as early as 2022 and all 100,000 vehicles on the road by 2030.

•

Sustainable Packaging. We created our Frustration-Free Packaging program to encourage manufacturers to package their products in easy-to-open, 100% recyclable packaging, and since 2015, we have eliminated more than one million tons of packaging material.

•

Right Now Climate Fund. 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.

•

The Climate Pledge Fund. In 2020, we announced The Climate Pledge Fund, with an initial $2 billion in funding, to support the development of technologies and services that decarbonize and help preserve the natural world.

•

The Housing Equity Fund. In 2021, we established the Housing Equity Fund to provide more than $2 billion in below-market loans and grants to preserve and create over 20,000 affordable homes for individuals and families earning moderate to low incomes in our three hometown communities.

•

Global Responsible Sourcing. In 2019, we updated our Supply Chain Standards, published a supplier list and map for our Amazon-branded products, including apparel, consumer electronics, and home goods, provided more public information on how we work with suppliers to build their capacity and remediate issues, and announced our key commitments to a number of issues, including fair wages, safe workplaces, and women’s empowerment. In 2020, we expanded our supplier map to include additional suppliers, capacity building programs, and product categories.

•

Human Rights. In 2019, we codified our commitment to human rights in our Amazon Global Human Rights Principles and made a public commitment to understand our greatest human rights risks and assess the impact of these issues across our global supply chain and operations. As part of this commitment, in 2020, we launched an assessment of salient human rights risks across the Company, executed our first human rights impact assessment, and expanded human trafficking awareness programs for employees around the world. This information is included in the People section of our sustainability report detailing Amazon’s commitment to our employees, the workers in our supply chains, and the communities in which we operate, and our approach to human rights under the United Nations Guiding Principles Reporting Framework.

•

Human Capital. We continue to support our employees through initiatives focusing on workplace health and safety, including committing $11.5 billion in 2020 on COVID-19-related initiatives to help keep employees safe and to get items to customers; investments in benefits and opportunities; and employee engagement.

•

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requires employers to assess and make meaningful progress toward achieving Black equity internally while supporting Black equity in society. Additionally, in 2020, we set and achieved a goal to double the number of Black directors and vice presidents at the Company, which was accomplished through external hiring as well as internal promotions, and we are committed to doubling representation again in 2021. Our 12 employee-led Affinity Groups, which engage employees across hundreds of chapters around the world, further foster our commitment to diversity, equity, and inclusion.

These ambitious and impactful goals and initiatives build on Amazon’s long-term commitment to sustainability, as well as our commitment to supporting our employees, partners in our supply chain, and our communities. These are just some examples of the sustainability, environmental, social, and human capital initiatives we have underway, as we seek to constantly invent across the Company. We encourage you to learn more about our many sustainability, environmental, social, and human capital initiatives and our progress towards meeting our goals by reviewing our sustainability report titled “All In: Staying the Course on Our Commitment to Sustainability” and website at sustainability.aboutamazon.com, our views on certain issues at www.aboutamazon.com/about-us/our-positions, and other postings on our “About Amazon” website at www.aboutamazon.com.

Shareholder Engagement

We believe that effective corporate governance includes year-round engagement with our shareholders and other stakeholders. We meet regularly with our shareholders, including both large and small investors, to discuss business strategy, performance, compensation philosophy, corporate governance, and environmental and social topics. In a typical year, we will engage with dozens of shareholders, including our largest shareholders, two to three times a year. This outreach is complementary to the hundreds of touchpoints our Investor Relations team has with shareholders each year. We find it beneficial to have ongoing dialogue with our shareholders throughout the year on a full range of investor priorities (instead of engaging with shareholders only prior to our annual meeting on issues to be voted on in the proxy statement). Depending on the circumstance, our lead director or another independent director may engage in these conversations with shareholders as well. In 2020, as part of our corporate governance engagement, we met with corporate governance representatives at shareholders owning over 35% of our stock (excluding the approximately 14% voted by our founder and Chief Executive Officer) and responded to numerous letters from our investors. Our direct engagement with shareholders helps us better understand our shareholders’ priorities, perspectives, and issues of concern, while giving us an opportunity to elaborate on our many initiatives and practices and to address the extent to which various aspects of these matters are (or are not) significant given the scope and nature of our operations and our existing practices. We take insights from this feedback into consideration and regularly share them with our Board as we review and evolve our practices and disclosures.

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Board Meetings and Committees

The Board meets regularly during the year, and holds special meetings and acts by unanimous written consent whenever circumstances require. During 2020, there were 6 meetings of the Board. All incumbent directors attended at least 75% of the aggregate of the meetings of the Board and committees on which they served occurring during 2020. All directors then serving attended the 2020 Annual Meeting of Shareholders.

The Board has established an Audit Committee, a Leadership Development and Compensation Committee, and a Nominating and Corporate Governance Committee, each of which is comprised entirely of directors who meet the applicable independence requirements of the Nasdaq rules. The Committees keep the Board informed of their actions and provide assistance to the Board in fulfilling its oversight responsibility to shareholders. The table below provides current membership information as well as meeting information for the last fiscal year.

Name	Audit Committee	Leadership Development and Compensation Committee	Nominating and Corporate Governance Committee
Jeffrey P. Bezos
Keith B. Alexander(1)
Jamie S. Gorelick
Daniel P. Huttenlocher
Judith A. McGrath
Indra K. Nooyi
Jonathan J. Rubinstein
Thomas O. Ryder
Patricia Q. Stonesifer
Wendell P. Weeks
Total Meetings in 2020	6	7	4

Committee Chair

(1)

Gen. Alexander joined the Audit Committee on September 9, 2020.

The functions performed by these Committees, which are set forth in more detail in their charters, are summarized below.

Audit Committee

The Audit Committee represents and assists the Board in fulfilling its oversight responsibility relating to our financial statements and financial reporting process, the qualifications, independence, and performance of our independent auditors, the performance of our internal audit function, legal and regulatory matters, data privacy and security matters, and our compliance policies and procedures. The Board has designated each of Mr. Weeks and Mrs. Nooyi as an Audit Committee Financial Expert, as defined by Securities and Exchange Commission (“SEC”) rules. During the past year, the Audit Committee met with management and reviewed matters that included the Company’s risk assessment and compliance functions, data privacy and security, public policy expenditures, treasury and investment matters, accounting industry issues, the reappointment of our independent auditor, and pending litigation. The Audit Committee annually reviews the Company’s U.S. Political Engagement Policy and Statement and a report on the Company’s public policy expenditures. The Audit Committee also met with the auditors to review the scope and results of the auditor’s annual audit and quarterly reviews of the Company’s financial statements.

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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 2020. 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. During the past year, the Leadership Development and Compensation Committee met with management and reviewed matters that included the design, amounts, and effectiveness of the Company’s compensation of senior executives, management succession planning, the Company’s benefit and compensation programs, the Company’s human resources programs, including review of workplace discrimination and harassment reports, worker safety and workplace conditions, and feedback from the Company’s shareholder engagement. In addition, the Committee, as well as the full Board, reviewed the Company’s response to the COVID-19 pandemic and the Company’s actions to address and mitigate the pandemic’s impact on employees in regularly scheduled calls throughout 2020.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee reviews and assesses the composition and compensation of the Board, assists in identifying potential new candidates for director, recommends candidates for election as director, and oversees the Company’s environmental, social, and corporate governance policies and initiatives. The Nominating and Corporate Governance Committee also recommends to the Board compensation for newly elected directors and reviews director compensation as necessary. During the past year, the Nominating and Corporate Governance Committee met with management and reviewed matters that included the Board’s composition, diversity, and skills in the context of identifying and evaluating new director candidates to join the Board, the Board’s recruitment and self-evaluation processes, Board compensation, Board Committee membership and qualifications, consideration of the Company’s policies and initiatives regarding the environment and sustainability, corporate social responsibility, and corporate governance, and feedback from the Company’s shareholder engagement on the foregoing matters.

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. Gen. Alexander was initially recommended to the Nominating and Corporate Governance Committee by a third-party search firm pursuant to a director recruitment process conducted in 2019 and 2020, and the search firm included women and individuals from underrepresented racial/ethnic groups in its pool of candidates. The Nominating and Corporate Governance Committee evaluates director candidates recommended by shareholders in the same way that it evaluates candidates recommended by its members, other members of the Board, or other persons, as described above under “Director Nominee Tenure, Skills, and Characteristics.” 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.

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To be considered by the Nominating and Corporate Governance Committee for the 2022 Annual Meeting of Shareholders, a director candidate recommendation must be received by the Secretary of Amazon.com, Inc. by December 16, 2021.

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

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 Stock Incentive Plan (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.

Based on the Nominating and Corporate Governance Committee’s recommendation, the Board approved restricted stock unit awards for: (1) 288 shares to Ms. McGrath on September 9, 2020, vesting in three equal annual installments on August 15, 2021, August 15, 2022, and August 15, 2023; (2) 288 shares to Gen. Alexander on September 9, 2020, vesting in three equal annual installments on November 15, 2021, November 15, 2022, and November 15, 2023; and (3) 294 shares to Ms. Gorelick on November 4, 2020, vesting in three equal annual installments on February 15, 2022, February 15, 2023, and February 15, 2024. The September 2020 and November 2020 awards were designed to provide approximately $313,000 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.

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The following table sets forth for the year ended December 31, 2020 all compensation reportable for directors who served during 2020, as determined by SEC rules.

Director Compensation for 2020

Name	Stock Awards(1)
Jeffrey P. Bezos(2)		$	—
Keith B. Alexander(3)			934,297
Rosalind G. Brewer(4)			—
Jamie S. Gorelick(5)			938,533
Daniel P. Huttenlocher(6)			—
Judith A. McGrath(7)			934,297
Indra K. Nooyi(8)			—
Jonathan J. Rubinstein(6)			—
Thomas O. Ryder(6)			—
Patricia Q. Stonesifer(6)			—
Wendell P. Weeks(4)			—

(1)

Stock awards are reported at aggregate grant date fair value as determined under applicable accounting standards. The grant date fair value for restricted stock units as reported in the table above is determined based on the number of shares granted multiplied by the average of the high and the low trading price of common stock of the Company on the grant date, without regard to the fact that the grants vest over 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 2020 Annual Report on Form 10-K.

(2)

Mr. Bezos does not receive any compensation for his services as a director in addition to his compensation as Chief Executive Officer.

(3)

Gen. Alexander held 288 unvested restricted stock units as of December 31, 2020.

(4)

Ms. Brewer and Mr. Weeks each held 380 unvested restricted stock units as of December 31, 2020. Ms. Brewer’s 190 unvested restricted stock units remaining as of February 16, 2021 were cancelled as of such date when she ceased to serve as a director.

(5)

Ms. Gorelick held 501 unvested restricted stock units as of December 31, 2020.

(6)

Ms. Stonesifer and Messrs. Huttenlocher, Rubinstein, and Ryder each held 344 unvested restricted stock units as of December 31, 2020.

(7)

Ms. McGrath held 288 unvested restricted stock units as of December 31, 2020.

(8)

Mrs. Nooyi held 366 unvested restricted stock units as of December 31, 2020.

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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, 2021. 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 2022 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.

	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, 2021.

AUDITORS

Representatives of E&Y are expected to participate in the Annual Meeting and will have an opportunity to make a statement and to respond to appropriate questions from shareholders.

Fee Information

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. The aggregate audit fees billed and expected to be billed by E&Y for the fiscal year ended December 31, 2020 were $26,608,000. The aggregate audit fees we were billed by E&Y for the fiscal year ended December 31, 2019 were $22,486,000.

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 to provide certain attest reports. The aggregate audit-related fees billed and expected to be billed by E&Y for services rendered during the fiscal year ended December 31,

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AUDITORS

2020 were $4,200,000. The aggregate audit-related fees we were billed by E&Y for services rendered during the fiscal year ended December 31, 2019 were $2,966,000.

Tax Fees

Tax fees were for tax compliance services and assistance with federal and provincial tax-related matters for certain international entities. The aggregate tax fees billed and expected to be billed by E&Y for services rendered during the fiscal year ended December 31, 2020 were $0. The aggregate tax fees we were billed by E&Y for services rendered during the fiscal year ended December 31, 2019 were $0.

All Other Fees

All other fees were for advisory services related to compliance with regulatory reporting requirements. The aggregate other fees billed and expected to be billed by E&Y for services rendered during the fiscal year ended December 31, 2020 were $95,000. The aggregate other fees we were billed by E&Y for services rendered during the fiscal year ended December 31, 2019 were $181,000.

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 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, 2020 (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.

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AUDITORS

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, 2020, for filing with the Securities and Exchange Commission.

The Audit Committee

Keith B. Alexander
Indra K. Nooyi
Thomas O. Ryder
Wendell P. Weeks

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ITEM 3—ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

We are asking shareholders to approve, on an advisory basis, the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table, and the related compensation tables and narrative.

As described in the “Compensation Discussion and Analysis” section of this Proxy Statement, the Leadership Development and Compensation Committee has structured our executive compensation program to tie total compensation to long-term performance that supports shareholder value, as reflected primarily in our stock price.

We believe our compensation philosophy has served our employees and shareholders well, since as of the end of 2020, our stock price had increased approximately 20,828% over twenty years (a compound annual growth rate of 31%), 1,709% over ten years, 382% over five years, and 178% over three years. In addition, in 2020, as part of our corporate governance engagement with our shareholders, including both large and small investors, we met with corporate governance representatives at shareholders owning over 35% of our stock (excluding the approximately 14% voted by our founder and Chief Executive Officer). During the course of these meetings, investors indicated that they understand and appreciate the long-term, owner-oriented nature and size of our stock awards. In general, shareholders expressed no concerns with the manner in which our executive compensation program operates.

We urge shareholders to read the “Compensation Discussion and Analysis,” as well as the Summary Compensation Table and related compensation tables and narrative, which provide detailed information on the compensation of our named executive officers. The Leadership Development and Compensation Committee and the Board believe that the policies and procedures articulated in the “Compensation Discussion and Analysis” are effective in achieving our goals and that the compensation of our named executive officers has supported and contributed to our success.

This item is being presented pursuant to Section 14A of the Securities Exchange Act of 1934, as amended. After the 2021 Annual Meeting, our next advisory vote on executive compensation will occur at our 2022 Annual Meeting of Shareholders. Although this advisory vote is not binding, the Leadership Development and Compensation Committee will consider the voting results when evaluating our executive compensation program.

	The Board of Directors recommends a vote “FOR” approval, on an advisory basis, of our executive compensation as described in this Proxy Statement.

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SHAREHOLDER PROPOSALS

We believe that effective corporate governance includes year-round engagement with our shareholders and other stakeholders. We meet regularly with both large and small investors to discuss business strategy, performance, compensation philosophy, corporate governance, and environmental and social topics. This direct engagement helps us better understand our shareholders’ priorities, perspectives, and issues of concern, while giving us an opportunity to elaborate on our many initiatives and practices and to address the extent to which various aspects of these matters are (or are not) significant given the scope and nature of our operations and our existing practices. We take insights from this feedback into consideration and regularly share them with our Board as we review and evolve our practices and disclosures.

Items 4 through 14 are shareholder proposals that will be voted on at the Annual Meeting only if properly presented by or on behalf of the shareholder proponent. Some of these proposals contain assertions that we believe are incorrect, and we have not attempted to refute all of the inaccuracies.

This year, certain of the shareholder proposals relate to environmental, sustainability, social, or governance issues, often requesting that we prepare a report, adopt a policy, or take some other particular action. In many cases, we already support some of the initiatives or share the concerns addressed in such proposals, and we often already have taken actions that we believe address the underlying concerns of a proposal or that report on those aspects of a matter that are most relevant to us, but we may disagree with how the proposal seeks to prescribe the manner in which we approach or report on the issue.

For example, the following are some of Amazon’s goals and initiatives highlighted on our website and in our sustainability report titled “All In: Staying the Course on Our Commitment to Sustainability”:

•

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SHAREHOLDER PROPOSALS

number of issues, including fair wages, safe workplaces, and women’s empowerment. In 2020, we expanded our supplier map to include additional suppliers, capacity building programs, and product categories.

•

Diversity, Equity, and Inclusion. We continue to prioritize pay equity and publish details on gender and racial/ethnic group pay statistics. We are investing in internal and external programs to assist diverse leaders to advance into more senior roles. For example, we are one of the initial twelve launch employers participating in the MLT Black Equity at Work Certification Program, which is a clear and comprehensive new standard that requires employers to assess and make meaningful progress toward achieving Black equity internally while supporting Black equity in society. Additionally, in 2020, we set and achieved a goal to double the number of Black directors and vice presidents at the Company, which was accomplished through external hiring as well as internal promotions, and we are committed to doubling representation again in 2021. Our 12 employee-led Affinity Groups, which engage employees across hundreds of chapters around the world, further foster our commitment to diversity, equity, and inclusion.

For these reasons, we generally oppose proposals requesting other specific reports, policies, or initiatives as they do not take into account the actions we are already taking or have already reported on to address such issues, the decisions we have made in prioritizing our initiatives, or the unique and evolving nature of our operations. We devote significant time and resources to enhancing transparency about our many sustainability, environmental, social, and human capital initiatives and our progress towards meeting our goals. We encourage you to review our sustainability report titled “All In: Staying the Course on Our Commitment to Sustainability” and website at sustainability.aboutamazon.com, our views on certain issues at www.aboutamazon.com/about-us/our-positions, and other postings on our “About Amazon” website at www.aboutamazon.com.

We will promptly provide each shareholder proponent’s name, address, and, to our knowledge, share ownership upon a shareholder’s oral or written request to the Corporate Secretary of Amazon.com, Inc. at Amazon.com, Inc., 410 Terry Avenue North, Seattle, Washington 98109.

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SHAREHOLDER PROPOSALS

	ITEM 4—SHAREHOLDER PROPOSAL REQUESTING A REPORT ON CUSTOMER DUE DILIGENCE

Beginning of Shareholder Proposal and Statement of Support:

Resolved, Shareholders request the Board of Directors commission an independent third-party report, at reasonable cost and omitting proprietary information, assessing Amazon’s process for customer due diligence, to determine whether customers’ use of its products or services with surveillance or computer vision capabilities or cloud products contributes to human rights violations.

Whereas, Amazon’s surveillance and cloud products may exacerbate systemic inequities, compromise oversight, and contribute to mass surveillance. Amazon Web Services (AWS), the top cloud provider with 2019 revenue of $35 billion, serves all U.S. intelligence agencies, and international governments.

In 2019, the UN Special Rapporteur on freedom of opinion and expression recommended “an immediate moratorium on the global sale and transfer of private surveillance technology until rigorous human rights safeguards are put in place.”1

“Know Your Customer” due diligence mitigates clients’ risks and human rights impacts,2 and informs decisions around which business to pursue or avoid. It can reveal whether “the technologies provided by the company will be used to facilitate governmental human or civil rights or civil liberties violations.”3 In 2020, the Department of State offered due diligence guidance for companies on foreign sales of “products or services that have surveillance capabilities,” including to consider if “the end-user will likely misuse the product or service to carry out human rights violations.”4

Inadequate due diligence around surveillance and cloud products presents material privacy and data security risks. Negative perceptions about Amazon’s ties to U.S. government surveillance may impact competitiveness with other governments.

Amazon’s surveillance technologies perpetuate human rights impacts, including systemic racism, even if used according to Amazon’s guidelines:

•

Amazon’s work with U.S. Immigration and Customs Enforcement (ICE) and Palantir drew employee and customer protests over ICE’s human rights abuses.

•

Ring’s 1,600 police partnerships threaten civil rights and civil liberties, and may threaten sales.5 Police disproportionately seek surveillance footage from Black and brown communities. Lawmakers have requested information on police partnerships. Civil rights groups asked Congress to investigate Amazon’s “surveillance empire.” 6 Senator Markey’s 2019 Ring investigation found “no oversight/compliance mechanisms” protecting privacy.7

•

Despite content moderation, racist speech is rampant on Ring’s Neighbors application, and users disproportionately labeled people of color as “suspicious.” 8

•

After police murdered George Floyd, Amazon announced a yearlong moratorium on Rekognition sales to police. While it is unclear how this impacted existing customers, Amazon facilitated increased police surveillance: Ring established 280 new police partnerships following Floyd’s killing.9 In 2020, Amazon reported increased police requests for customer data.

•

Amazon lacks systems to effectively monitor customer use of its technologies. AWS’s top executive said: “I don’t think we know the total number of police departments that are using facial recognition technology.”10 Jackson, Mississippi police used Ring footage for real-time surveillance without Amazon’s involvement.11

Despite potential misuse and lack of effective oversight, Amazon continues releasing surveillance products (home drone, vein scanner) with civil liberties concerns.

https://www.ohchr.org/EN/Issues/FreedomOpinion/Pages/SR2019ReporttoHRC.aspx

https://www.humanrights.dk/sites/humanrights.dk/files/media/document/Phase%204_%20Impact%20prevention%2C%20mitigation%20and
%20remediation_n.pdf

https://www.eff.org/deeplinks/2018/07/should-your-company-help-ice-know-your-customer-standards-evaluating-domestic

https://www.state.gov/key-topics-bureau-of-democracy-human-rights-and-labor/due-diligence-guidance/

https://gizmodo.com/dont-buy-anyone-a-ring-camera-1840070640

https://thehill.com/policy/technology/471903-civil-rights-groups-press-for-congressional-investigation-into-amazons

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SHAREHOLDER PROPOSALS

https://www.markey.senate.gov/news/press-releases/senator-markey-investigation-into-amazon-ring- doorbell-reveals-egregiously-lax-privacy-
policies-and-civil-rights-protections

https://media-alliance.org/2020/11/ringing-alarm-bells/

SEC Form DEF 14A filed by Amazon.com, Inc.