AMAZON COM INC

For the period ended May 22, 2024. Filed Apr 11, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 22, 2024 · Filed Apr 11, 2024

AMZN$259.30-0.3%Stored close · as of Nov 6, 2026

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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:

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Preliminary Proxy Statement

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

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Definitive Proxy Statement

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Definitive Additional Materials

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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 all boxes that apply):

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No fee required

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Notice of 2024

Annual Meeting

of Shareholders

& Proxy Statement

9:00 a.m., Pacific Time

Wednesday, May 22, 2024

Virtual Meeting Site: www.virtualshareholdermeeting.com/AMZN2024

PROXY OVERVIEW

ANNUAL MEETING OF SHAREHOLDERS

To Be Held on Wednesday, May 22, 2024

Meeting Agenda

Thank you for being an Amazon shareholder. No matter how large or small your holdings may be, your vote is important to us, and we encourage you to vote your shares in accordance with the Board’s recommendations. The information here is only an overview, and you can learn more before you vote by reading our Proxy Statement and Annual Report.

Voting Items	Board’s VotingRecommendation	More InformationBeginning on Page
1. Election of 12 directors	FOR (each nominee)	2
2. Ratification of Ernst & Young as independent auditors	FOR	26
3. Advisory vote to approve executive compensation	FOR	29
4-17. Shareholder proposals	AGAINST (each proposal)	31

	To express our appreciation for your participation, Amazon will make a $1 charitable donation to Feeding America on behalf of every shareholder account that votes.

Shareholder Engagement (Since Beginning of 2023)

	Engaged 68 of our 100largest unaffiliated shareholders			Director participation shareholders owningmore than 31% of our stock

Board of Directors

	• We have the appropriate mix of skills, qualifications, backgrounds, and tenures on the Board to support and help drive the Company’s long-term performance. • Our director nominees reflect our commitment to diversity, with four women and three directors from underrepresented racial/ethnic groups. • The Board actively oversees our numerous environmental, sustainability, social, and corporate governance policies and initiatives, receives periodic reports on and discusses our enterprise risk assessments, oversees and receives regular reports on our regulatory compliance, and reviews shareholder feedback on these topics as we evolve our practices and disclosures.

Corporate Governance Highlights

	• We have a single class of common stock with equal voting rights, such that one share equals one vote. • We have a declassified board, meaning all of our directors are elected annually. • We have a majority voting standard for the election of directors whenever the number of nominees does not exceed the number of directors to be elected. • We have a lead independent director appointed by the independent directors to promote independent leadership of the Board. • We have robust stock ownership guidelines for our directors. • We engage year-round with our shareholders and other stakeholders, and our lead director and other independent directors periodically meet with our large and long-term shareholders. • Our Board has significant interaction with and access to senior management and other employees. • Our Board and the Leadership Development and Compensation Committee annually review executive succession planning. • Our Board and individual directors conduct annual peer performance evaluations. • We prohibit hedging, speculative, and derivative security transactions by directors, executive officers, and other senior employees. • Shareholders owning at least 25% of our outstanding shares have the right to call a special meeting of the shareholders. • Shareholders have a proxy access right on market-standard terms.

Executive Compensation Overview

	• Our executive compensation philosophy focuses on the true long-term success of our business, not on isolated one-, two-, or three-year goals that encompass only a limited and selective portion of our objectives and that can reward executives with above-target payouts even when the stock price remains flat or declines. • Following our 2023 Annual Meeting of Shareholders, at which more than 68% of the votes cast supported our advisory vote to approve the compensation of our named executive officers, we engaged in extensive outreach to our shareholders, with the Chair of the Leadership Development and Compensation Committee and/or our Lead Independent Director holding one-on-one or small group meetings with most of our 20 largest shareholders. • The Committee did not grant any equity awards to our CEO or any of our named executives during 2023, and our Compensation Discussion and Analysis addresses other matters with respect to our named executives’ compensation. • Our compensation philosophy is anchored on periodic grants of time-vested restricted stock units that vest over the long term, which strongly aligns our executives’ compensation with the returns we deliver to shareholders. For example, due to our stock price performance over the course of 2023, our CEO’s 2023 realized compensation decreased by 12% from 2022, showing the alignment between our executive compensation program and our shareholder returns. • Having considered other approaches to structuring executive compensation arrangements, we remain committed to the structure of our executive compensation because it has worked effectively, having allowed us to: ✓ attract and retain incredibly talented people who have guided our business through countless challenges; ✓ develop our business in ways that we could not have conceived a few years earlier, including initiatives that later became AWS, Kindle, Alexa, Fulfillment by Amazon, Marketplace, and Prime Video; ✓ make long-term commitments to sustainability and other environmental, social, and human capital initiatives and goals; and ✓ drive strong long-term returns to our shareholders.

Shareholder Proposals and Vote Recommendations

· Proposal: · · · Board of DirectorsRecommendation: · · · Page Reference: ·
	4 Shareholder Proposal Requesting an Additional Board Committee to Oversee Public Policy • Our current Board and committee structure already provides an appropriate level of oversight. For example, the Nominating and Corporate Governance Committee is responsible for overseeing and monitoring the Company’s policies and initiatives relating to our environmental, sustainability, and corporate social responsibility practices, and regularly reviews Amazon’s public policy, government relations, and public relations initiatives. The Audit Committee is responsible for overseeing our policies, procedures, and reports with respect to political contributions and lobbying expenses.						AGAINST			33


5 Shareholder Proposal Requesting an Additional Board Committee to Oversee the Financial Impact of Policy Positions • Our current Board and committee structure already provides an appropriate level of oversight. For example, the Nominating and Corporate Governance Committee is responsible for overseeing and monitoring the Company’s policies and initiatives relating to our corporate social responsibility practices, and regularly reviews the Company’s public policy, government relations, and public relations initiatives. The Audit Committee is responsible for overseeing our policies, procedures, and reports with respect to political contributions and lobbying expenses.	AGAINST	35

6 Shareholder Proposal Requesting a Report on Customer Due Diligence • For the fifth year in a row, this proposal continues to rely on the same speculative and outdated concerns and mischaracterizations. The proposal also fails to take into account the fact that we have been updating our technology and enhancing safeguards; that we have avoided or mitigated the risks and concerns posited in this proposal; and that AWS has never received a single verified report of Amazon Rekognition being used in the harmful manner posited in the proposal. • Our Nominating and Corporate Governance Committee has specifically reviewed Amazon Rekognition’s facial recognition capabilities and Ring, focusing on the actual operation and use of Amazon Rekognition and Ring, the potential concerns and misuse that could arise from these technologies, and our actions to resolve or mitigate those risks and concerns. • We have been consistent and proactive in our efforts to address concerns and mitigate the risk of misuse through policy and advocacy efforts, product development processes, customer contractual requirements and training, consultation with third party experts, and other policies and practices.	AGAINST	37

7 Shareholder Proposal Requesting Additional Reporting on Lobbying • We report comprehensively and transparently on our public policy expenditures on an annual basis, including direct and indirect lobbying expenditures. • In addition, we have Board and management processes in place to provide oversight of our public policy activities, and take a number of actions to mitigate the potential risk associated with misalignment between our views and the lobbying activities undertaken by organizations we support. • It is unrealistic to expect that we will agree with every single policy position taken by every organization to which we contribute. We believe that remaining engaged with such organizations despite differing views on a particular matter has value and can influence the organization’s positions over time.	AGAINST	43


8 Shareholder Proposal Requesting Additional Reporting on Gender/Racial Pay • Amazon already provides disclosure on compensation by gender and by race/ethnicity. When evaluating 2023 compensation in the United States, including base compensation, cash bonuses, and stock, our reported data demonstrates that women globally and in the United States earned 99.8 cents and 99.9 cents, respectively, for every dollar that men earned performing the same jobs, and racial/ethnic minorities in the United States earned a dollar for every dollar that white employees earned performing the same jobs.	AGAINST	47

9 Shareholder Proposal Requesting a Report on Viewpoint Restriction • We keep in mind the cultural differences and sensitivities of our global community when making decisions on products, and as a store, we’ve chosen to offer a very broad range of viewpoints. We strive to maximize selection for all customers, even if we do not agree with the message or sentiment of all of the products. • We have risk management processes to protect against risks to the Company. For example, the Nominating and Corporate Governance Committee oversees and monitors our policies and initiatives relating to corporate social responsibility, including human rights and ethical business practices, and related risks most relevant to the Company’s operations and engagement with customers, suppliers, and communities.	AGAINST	51

10 Shareholder Proposal Requesting Additional Reporting on Stakeholder Impacts • As we work toward reaching our climate goals, we are also committed to the people, workers, and communities that support our entire value chain so that they are treated with fundamental dignity and respect. At Amazon, we use our infrastructure, resources, and spirit of invention to address some of the most acute challenges in our communities, as detailed in our annual sustainability report. • In addition, as the world’s largest corporate renewable energy purchaser for the fourth year in a row, we have a unique role to play in supporting a just, equitable, and sustainable energy transition. For example, we are a founding member of Beyond the Megawatt, an initiative of the Clean Energy Buyers Institute to maximize the environmental and social benefits of the clean energy transition. • We believe all employees should have the opportunity to learn new skills, grow, and build their careers as they develop their professional journeys and prepare for economies of the future. We offer programs like Upskilling 2025 and Amazon Career Choice and help to create pathways to careers in fields that will continue growing in the years to come.	AGAINST	53


11 Shareholder Proposal Requesting a Report on Packaging Materials • We recognize the importance of reducing plastic waste and already publicly report on the amount of single-use plastic being used across our global operations network to ship orders to customers. • In 2022, the total metric tons of single-use plastic we used across our global operations network to ship orders to customers decreased by 11.6% from 2021. In addition, in 2022, we shipped 11% of our orders globally without any additional Amazon packaging. • We have innovated and invested in technologies, processes, and materials that since 2015 have helped reduce the weight of the packaging per shipment by 41% on average and avoided more than 2 million tons of packaging material.	AGAINST	57

12 Shareholder Proposal Requesting Additional Reporting on Freedom of Association • While citing no compelling new developments in its supporting statement, the proponent continues to request for the second year in a row a third-party assessment that is unnecessary in light of our policies and practices respecting freedom of association and collective bargaining rights and the regulatory oversight of these policies and practices that already exists in the United States and elsewhere. • We respect the rights of our employees to form, join, or not to join a labor union or other lawful organization of their own selection, without fear of reprisal, intimidation, or harassment, and our policies and practices protect these rights. • In our engagement with the proponent, the proponent revealed the true intent behind this proposal, which is the promotion of “neutrality” agreements and a commitment by Amazon to non-engagement with our employees. This would undermine the open lines of communication between leadership and employees that help us address employee concerns and make improvements, which would deny individuals their right to make informed decisions by permitting only a union’s point of view to be presented.	AGAINST	61

13 Shareholder Proposal Requesting Alternative Emissions Reporting • We annually report both our absolute carbon emissions and carbon intensity and are transparent about the methodology behind each of the emissions models we have built to measure Amazon’s carbon footprint. • We follow guidance from the GHG Protocol’s Corporate Accounting and Reporting Standard in calculating our greenhouse gas emissions (including Scope 3 emissions), and these are assured by independent third parties. • Our carbon intensity has decreased by 24% from 2019 to 2022.	AGAINST	65


14 Shareholder Proposal Requesting a Report on Customer Use of Certain Technologies • For the sixth year in a row, this proposal continues to rely on the same speculative and outdated concerns and mischaracterizations and fails to take into account the fact that we have been updating our technology and enhancing safeguards and have avoided or mitigated the risks and concerns expressed in this proposal and that AWS has never received a single verified report of Amazon Rekognition being used in the harmful manner posited in the proposal. • Our Nominating and Corporate Governance Committee has specifically reviewed Amazon Rekognition’s facial recognition capabilities, focusing on the actual operation and use of Amazon Rekognition, the potential concerns and misuse that could arise from these technologies, and our actions to resolve or mitigate those risks and concerns. • We have been consistent and proactive in our efforts to address concerns and mitigate the risk of misuse through policy and advocacy efforts, product development processes, customer contractual requirements and training, consultation with third party experts, and other policies and practices.	AGAINST	67

15 Shareholder Proposal Requesting a Policy to Disclose Directors’ Political and Charitable Donations • Our processes for nominating directors are designed to advance the long-term interests of shareholders by creating a Board with deep business acumen that reflects a diversity of experience and perspectives. • Director nominees’ personal charitable and political giving does not reflect how the Board manages and oversees the Company. Under Delaware corporate law, our Board has fiduciary duties of care and loyalty to our shareholders and must act in our shareholders’ best interest.	AGAINST	72

16 Shareholder Proposal Requesting an Additional Board Committee to Oversee Artificial Intelligence • Amazon is committed to, and is a leader in, the responsible development and use of AI. • Our Board and Board committees are already overseeing human rights and other risks associated with artificial intelligence and machine learning, including emerging technologies like generative artificial intelligence, foundation models, and artificial general intelligence. • None of our peer companies has a board committee dedicated solely to risks arising from AI.	AGAINST	75

· Proposal: · · · Board of DirectorsRecommendation: · · · Page Reference: ·
	17 Shareholder Proposal Requesting a Report on Warehouse Working Conditions • The audit requested by this proposal would be duplicative because we have already publicly disclosed our workforce incident rates compared with industry data and we are already subject to extensive regulatory oversight and review. Our goal is to be the safest workplace within the industries in which we operate. • From 2019 to 2023, our worldwide lost time incident rate improved by 60% and our worldwide recordable incident rate improved by 30%. From 2022 to 2023, our worldwide lost time incident rate improved by 16% and our worldwide recordable incident rate improved by 8%. • The proposal’s claims that our injury rates are significantly higher than the industry average are incorrect and, in contrast to what this proposal suggests, we do not require employees to meet specific productivity quotas.					AGAINST			78

Global Impact Highlights

Our Customers

We obsess over how to make customers’ lives better and easier every day with new and improved products and services. This is true for consumers, sellers, brands, developers, enterprises, and creators.

We deliver low prices, vast selection, and convenience. In the last year, we:

Held record-breaking shopping events to help consumers save, including our Black Friday and Cyber Monday holiday shopping event, where customers purchased more than 1 billion items and saved nearly 70% more compared to the 11-day period ending on Cyber Monday 2022. This comes on the heels of our biggest-ever Prime Day, where customers saved more than $2.5 billion, and our largest two-day October Holiday Kick-off event—Prime Big Deal Days, where Amazon Prime members saved more than $1 billion.

Delivered to Prime members at the fastest speeds ever globally, with more than 7 billion units arriving the same or next day, including more than 4 billion in the U.S. and 2 billion in Europe.

Launched new and enhanced devices and services, including new Fire TV features, like a generative artificial intelligence (“AI”) powered search; the next generation of Echo smart speakers; expanded home security offerings through Ring and Blink; improved Wi-Fi speeds with eero Max 7; and the Fire Max 11 tablet.

We created new generative AI tools to invent new consumer and seller experiences, such as:

Rufus, a generative AI-powered conversational shopping experience.

Customer review highlights, a generative AI-powered feature that lets shoppers in our store quickly determine what other customers are saying about a product before reading through reviews.

A tool to help sellers create product listings through generative AI.

A preview of a smarter and more conversational Alexa, powered by generative AI and a large language model custom-built for voice interactions.

A generative AI solution to help brands produce lifestyle imagery that can improve the performance of their ads while also making them more engaging.

We launched new generative AI tools and services for AWS customers. In the last year, we:

Reimagined the future of work with new generative AI applications. For example, we launched Amazon Q, the coding companion from AWS. Q is an expert on AWS—it writes code, debugs code, tests code, and does translations, such as moving from an old version of Java to a new one. It can also query AWS customers’ various data repositories to answer questions, summarize data, carry on a conversation, and take action. We also announced the general availability of Amazon CodeWhisperer, an AI-powered productivity tool that generates code suggestions in real time based on a developer’s natural language comments and existing code, providing a giant leap forward in developer productivity.

Provided general availability of Amazon Bedrock, AWS’s fully-managed service for customers to leverage existing large language models and customize them with their own data to build generative AI applications securely, privately, and responsibly.

Announced and launched new chips, including AWS Inferentia2 chips optimized for large-scale generative AI applications with models containing hundreds of billions of parameters, while delivering the lowest cost per inference in the cloud, and AWS Trainium2 chips designed to deliver up to 4x faster training for generative AI applications while improving energy efficiency up to 2x compared to first generation Trainium chips.

We continue to invest in new areas of the business that we believe customers will love, such as:

Our low Earth orbit satellite broadband initiative, Project Kuiper, which launched two prototype satellites into space and achieved a 100% success rate for the mission. The mission validated key technologies that underpin the satellite broadband network, allowing Project Kuiper to scale satellite production ahead of a full-scale deployment beginning this year. This initiative is designed to provide fast, affordable broadband to communities around the world that are currently unserved or underserved by traditional internet and communications options.

World-class entertainment through Prime Video, including Thursday Night Football, the first-ever Black Friday National Football League game, and Amazon Originals films and series like Reacher, Invincible, Mr. and Mrs. Smith, and Citadel.

New offerings to help customers get and stay healthy, including an expanded Amazon Clinic virtual health care marketplace and the acquisition of One Medical, a primary care organization.

Our Employees and Partners

In addition to our focus on customers, we strive to make every day better for our employees and partners.

We continue to invest in offering competitive pay and benefits for our people around the world, including:

Our largest-ever annual investment in U.S. hourly employee pay—$1.3 billion—bringing the average hourly wage

for customer fulfillment and transportation roles to more than $20.50 per hour. Over the last five years, we have invested $10 billion in hourly employee wage increases.

A £170 million investment in UK hourly employees—bringing the average hourly wage for frontline operations employees to between £11.80 and £12.50.

14 new benefits to support employees and their families, including financial wellness resources, mental health offerings, and temporary schedule adjustment policies for flexibility. We also extended family-building and fertility benefits to support more than 1 million employees and their partners.

An $840 million investment in the Delivery Service Partner (DSP) program in the U.S. to support DSPs in providing higher wages and more benefits to drivers, including childcare-support services and tuition reimbursement for coursework at accredited universities as part of the Next Mile education program, which already offers access to more than 2,000 academic programs and up to $5,250 in annual tuition coverage.

We are committed to safety, and continue to increase our investments in keeping our team safe, including:

Facility improvements, safety technology, vehicle safety controls, and engineered ergonomic solutions to reduce risks for employees, partners, and communities.

New robotics technology in our fulfillment centers. For example, Sequoia is a new robotics system that supports employee safety by collecting inventory into totes and bringing the totes to newly designed ergonomic workstations, and Robin uses a robotic arm to help sort customer orders, helping reduce repetitive employee movements like lifting, stacking, and turning at our facilities.

$200 million invested in safety technologies across Amazon’s U.S. transportation network, including front-collision and lane-departure warning systems, speed limiters, and 360-degree camera detection.

Automated Vehicle Inspection (“AVI”), an AI-powered technology that performs a full-vehicle inspection in seconds. The system runs on AWS and can spot anomalies in our delivery vans—from tire deformities and undercarriage wear to bent or warped body pieces—before they become on-road problems. AVI is available in Canada, Germany, the UK, and the U.S.

From 2019 to 2023, our worldwide lost time incident rate improved by 60% and our worldwide recordable incident rate improved by 30%. From 2022 to 2023, our worldwide lost time incident rate improved by 16% and our worldwide recordable incident rate improved by 8%.

We continue to focus on inclusive experiences and technology for employees, customers, and communities across the world. Some of the steps we’ve taken include:

Since 2022, increasing the number of women in senior-level science, technology, engineering, and math-focused roles at Amazon by 66%; increasing senior-level Black and Latino/a/x leaders across the U.S. by 39% and 32%, respectively; and increasing Black and Latino/a/x talent across mid-level positions in the U.S. by 25% and 27%, respectively.

Supporting 13 employee affinity groups, which play an important role in building internal networks for creating a community, advising Amazon business units, leading in service projects, and reaching out to communities where Amazonians live and work.

Learn more ataboutamazon.com/workplace.

Our Planet

We combine data and science with passion and invention to drive everything we do, and we’re applying that same tenacity to how we address some of the world’s biggest environmental challenges.

We set a goal to reach net-zero carbon by 2040 as part of The Climate Pledge, which Amazon co-founded and became the first signatory of in 2019. The Climate Pledge brings together the world’s top companies to accelerate joint action, cross-sector collaboration, and responsible change. We are joined by more than 450 Pledge signatories to date. We also continue to invest in innovation through the Climate Pledge Fund, a $2 billion venture investment program supporting the advancement of sustainable technologies and services.

We continue investing in carbon-free energy to lower our emissions. Some of the highlights in this area include:

We were named the largest corporate buyer of renewable energy according to BloombergNEF for the fourth year in a row.

We invested in more than 100 new solar and wind projects in 2023 and now have more than 500 wind and solar projects globally.

We are innovating through new approaches to renewable energy, both directly—including our first brownfield solar project, which will repurpose a previously polluted Maryland coal mine site into a solar farm—and indirectly—including through the Right Now Climate Fund, which supports projects like a first-of-its-kind seaweed farm and a year’s worth of scientific research into carbon reduction through seaweed farming.

We’re committed to delivering the products our customers love in packaging that protects their items, while minimizing waste and materials used. We continued our efforts in sustainable packaging, including:

Since 2015, we’ve reduced per-shipment packaging weight by 41% on average, avoiding more than 2 million tons of packaging—the equivalent weight of more than 173 Space Needles, Seattle’s iconic tower.

We are decreasing single-use plastic delivery packaging across our global operations and increasing the number of shipping orders globally without any additional Amazon packaging.

In Europe, we replaced our single-use plastic delivery packaging with 100% recyclable paper and cardboard packaging in our fulfillment network.

In India, we eliminated single-use, thin-film plastic packaging from the country’s fulfillment network.

In the U.S., we launched the first fulfillment center to exclusively use paper packaging that’s curbside recyclable, part of a multi-year plan to convert U.S. fulfillment centers to paper packaging.

We expanded the use of zero-emission vehicles to help minimize our impact on the environment, including:

We now have more than 10,000 custom electric delivery vehicles from Rivian on the road across the U.S., and we also brought the custom vans to Europe last year.

We have installed over 12,000 chargers at more than 100 delivery stations across the U.S.

We have more than 15 varieties of electric vehicles on the road across the U.S., the European Union, and India, including delivery vehicles, e-cargo bikes, and e-rickshaws.

We transported goods on the world’s first-ever zero-emission capable cargo ship, taking our efforts to decarbonize our transportation network to the seas.

We invested in solutions like green hydrogen and other alternative fuel methods, such as ultra-low carbon electrofuels, for our delivery and operations.

We continued our commitment to sustainability in our AWS business, including:

More than doubling the amount of lower-carbon concrete and steel used to build our data centers in 2023 compared to 2022.

Setting our first water sustainability goal on our path to be water positive by 2030, returning more water than AWS uses in its operations. Once completed, AWS’s water replenishment projects are expected to return to local communities 3.9 billion liters of water each year. AWS is a leader among cloud providers in water use efficiency.

Learn more atsustainability.aboutamazon.com.

Our Communities

We are committed to our communities and provide cash, product donations and in-kind services to support millions of people. We work to make a difference in the world by empowering and supporting our teams and partners to build long-lasting solutions to some of society’s biggest challenges.

Our investments benefit communities by bringing additional economic vibrancy and creating new opportunities for people living there. The impact we bring to communities includes:

Investing more than $1 trillion in the U.S. since 2010, which has supported more than 2 million indirect jobs.

Through AWS, supporting an estimated annual average of nearly 30,000 jobs in local communities, investing more than $108 billion in U.S. cloud infrastructure from 2011 through 2022, and contributing nearly $38 billion to the U.S. economy.

Creating much-needed jobs in rural communities—two of every five U.S. jobs we create are in small towns, and 47% of people working across our fulfillment and operations network were unemployed before joining Amazon.

Education changes lives, and we invest in programs to help children, higher-education students, and adult learners unlock their potential. Some examples in the last year include:

Our global philanthropic education programs—like Amazon Future Engineer—supported 3.9 million students across seven countries. In the U.S. alone, 6,000 schools and 560,000 students received science, technology, engineering, and math (STEM) education, literacy, and career exploration courses last year thanks to help from our investments. We also helped train over 16,000 teachers to deliver computer science education.

We awarded 400 college scholarships for students from underserved and underrepresented communities.

We launched “AI Ready,” a commitment designed to provide free AI skills training to 2 million people globally by 2025, removing cost as a barrier to accessing AI and generative AI education.

We look to apply our innovative spirit and resources to help improve our communities. Some of the ways we are building stronger communities include:

Through our Amazon Housing Equity Fund, we expanded access to affordable homes in our hometown communities of Washington state’s Puget Sound region; the Arlington, Virginia region; and Nashville, Tennessee. So far, we’ve committed $1.8 billion to the program. We also announced a $40 million program to help moderate-income residents in our hometown communities become homeowners.

In 2022, we donated more than $450 million in cash to local organizations around the world. Amazon was recognized as the top corporate giver in the Puget Sound and Washington, D.C. regions.

Since 2020, we’ve delivered more than 33 million meals directly to underserved families and donated over 88 million pounds of food to food banks.

Our disaster relief and response efforts leverage our technology and global logistics network to provide fast, effective aid for communities impacted by natural disasters:

We activated our disaster relief teams to provide support in response to wildfires in Maui, Chile, and Colombia, Hurricane Idalia in Florida, Hurricane Otis near Acapulco, Mexico, and earthquakes in Morocco, Türkiye, and Syria. Additionally, AWS helped set up temporary communications infrastructure to help provide internet and phone connectivity in Maui and funded mappers to assess the earthquake-affected areas in Morocco.

We doubled the capacity of our Disaster Relief Hub in Atlanta, Georgia, where 2.4 million relief items were pre-positioned ahead of the 2023 hurricane season. We also launched a Disaster Relief Hub in Japan, bringing our global total number of Disaster Relief hubs to five.

Learn more ataboutamazon.com/impact/community and read our Community Impact Report athttps://www.aboutamazon.com/community-impact-report.

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

				Date and Time					Virtual Meeting Site
	Wednesday, May 22, 20249:00 a.m., Pacific Time			www.virtualshareholdermeeting.com/AMZN2024

Items of Business:	Our Board of DirectorsRecommends You Vote:
• To elect the twelve 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, 2024		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 March 28, 2024 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

Mark F. Hoffman

Secretary

Seattle, Washington

April 11, 2024

Important Notice Regarding the Availability of Proxy Materials for the Amazon.com, Inc. Shareholder Meeting to be Held on May 22, 2024. The Proxy Statement and our 2023 Annual Report are available atwww.proxyvote.com.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.