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AMAZON COM INC

For the period ended May 21, 2025. Filed Apr 10, 2025.

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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 21, 2025 · Filed Apr 10, 2025

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

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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

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Notice of 2025

Annual Meeting

of Shareholders

& Proxy Statement

9:00 a.m., Pacific Time

Wednesday, May 21, 2025

Virtual Meeting Site: www.virtualshareholdermeeting.com/AMZN2025

PROXY OVERVIEW

ANNUAL MEETING OF SHAREHOLDERS

To Be Held on Wednesday, May 21, 2025

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​
​4-11. 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 2024)

​Engaged 70 of our 100largest unaffiliated shareholders​​​Independent Director Participation shareholders owning more than 25% of our stock​

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

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. ​​

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Executive Compensation Overview

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

Shareholder Proposals and Vote Recommendations

​ · Proposal: · ​ · ​ · Board of DirectorsRecommendation: · ​ · ​ · Page Reference: · ​
​4 Shareholder Proposal Requesting a Mandatory Policy Separating the Roles of CEO and Chair of the Board ​ • Our governance guidelines and processes enable the Board to determine the optimal leadership structure for Amazon in light of our specific circumstances at any given time. ​ • The proposal’s prescriptive approach, requiring a mandatory policy separating the CEO and Board Chair roles regardless of the circumstances, would simply limit the Board’s ability in the future to tailor our leadership structure to align with the best interests of the Company and its shareholders. ​ • Our governance guidelines and processes reinforce our directors’ fiduciary duty under Delaware law to act in the best interests of the Company and its shareholders, including when making decisions regarding Board leadership. ​​​​​AGAINST​​33​
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​ · Proposal: · ​ · ​ · Board of DirectorsRecommendation: · ​ · ​ · Page Reference: · ​
​5 Shareholder Proposal Requesting a Report on Advertising Risks ​ • Our goal in designing our advertising policies is for our customers to experience relevant and useful ads that help them find products and services that appeal to them. Similarly, when we purchase ads from third parties to market our own products and services, we seek to most effectively reach customers wherever they may shop or are otherwise engaged. These policies and practices are not intended to promote or demote particular political or religious viewpoints. ​ • 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 and related risks most relevant to the Company’s operations and engagement with customers, suppliers, and communities. ​​​​​AGAINST​​35​
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​6 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 (the “GHG Protocol Corporate Standard”) in calculating our greenhouse gas emissions (including Scope 3 emissions). Our reported emissions are verified against the GHG Protocol Corporate Standard by independent third parties. ​ • Consistent with the GHG Protocol Corporate Standard, we focus on accounting for and reporting those activities that are relevant to our business and goals, and for which we are able to obtain reliable information. ​ • We believe our approach to reporting our GHG emissions provides useful and reliable information, while the approach requested by the proposal of including emissions generated by the third-party manufacturing of all the products we sell would result in double-counting of emissions across companies. ​​​​​AGAINST​​37​
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​7 Shareholder Proposal Requesting Additional Reporting on Impact of Data Centers on Climate Commitments ​ • We remain focused on meeting our climate goals, and we already provide regular, public updates on our progress, initiatives, and work to meet our goals, including our efforts to reduce the carbon footprint of artificial intelligence (“AI”) workloads and to make our new data centers more sustainable. Our current public reporting already addresses the specific challenges highlighted by this proposal and makes the report requested in the proposal unnecessary. ​ • In 2023, we reduced our absolute carbon emissions by 3%. In addition, our carbon intensity decreased for the fifth consecutive year, down 13% from 2022 to 2023, demonstrating how we are working to decouple emissions growth from business growth. ​​​​​AGAINST​​40​

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​ · Proposal: · ​ · ​ · Board of DirectorsRecommendation: · ​ · ​ · Page Reference: · ​
​8 Shareholder Proposal Requesting an Assessment of Board Structure for Oversight of AI ​ • We are committed to, and are a leader in, the responsible development and use of AI and machine learning, including technologies like foundation models and generative AI. ​ • Our Board has the proper composition to effectively oversee human rights risks associated with AI and, together with the Board committees, already provides active, informed, and appropriate oversight of human rights and other risks associated with AI. ​ • Shareholders already have spoken on this topic as the focus of this proposal—Board oversight of AI-associated risks—is substantially the same as the proposal submitted last year by this proponent, which received less than 10% support. ​​​​​AGAINST​​43​
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​9 Shareholder Proposal Requesting a Report on Packaging Materials ​ • We already publicly report on the amount of single-use plastic, including flexible plastic, being used across our global operations network to ship orders to customers. ​ • We have continued to take steps to reduce single-use plastics in our outbound packaging. Our average plastic packaging weight per shipment decreased by 9% in 2023 across our global operations network, building on the over 17% reduction achieved in 2022. Since 2020, we have avoided the use of 80,500 metric tons of plastic packaging globally. In addition, in December 2023, two-thirds of our shipments in North America included Amazon-added plastic delivery packaging and, by December 2024, we reduced this to one-third. ​ • As of October 2024, we removed all plastic air pillows from our delivery packaging used at our global fulfillment centers, our biggest reduction in plastic packaging in North America to date. As part of this transition, we were able to quickly expand our use of paper filler made from 100% recycled content across North America. ​ • We have innovated and invested in technologies, processes, and materials that since 2015 have helped reduce the weight of the packaging per shipment by 43% on average and avoided more than 3 million metric tons of packaging material. In 2023, we shipped 12% of our orders globally without any additional Amazon packaging. ​​​​​AGAINST​​48​

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​ · Proposal: · ​ · ​ · Board of DirectorsRecommendation: · ​ · ​ · Page Reference: · ​
​10 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. ​ • From 2019 to 2024, our worldwide recordable incident rate improved by 34% and our worldwide lost time incident rate improved by 65%. From 2023 to 2024, our worldwide recordable incident rate improved by 6% and our worldwide lost time incident rate improved by 13%. ​ • The proposal continues to rely on false, misinformed, and misleading claims about our injury rates made by outside groups with ulterior motives and, in contrast to what this proposal suggests, we do not require employees to meet specific, fixed productivity quotas. ​​​​​AGAINST​​52​
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​11 Shareholder Proposal Requesting a Report on Data Usage Oversight in AI Offerings ​ • We are committed to, and are a leader in, the responsible development and use of AI. We adhere to industry best practices around data collection and design our products with the goal of respecting privacy rights. One of the core dimensions of our commitment to responsible AI is privacy and security, which means that data and models should be appropriately obtained, used, and protected. ​ • Our Board has the proper composition to effectively oversee risks associated with AI and, together with the Board committees, provides active, informed, and appropriate oversight of data usage and other risks associated with AI and machine learning. ​​​​​AGAINST​​56​

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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. More than 60% of sales in our store come from independent sellers—most of which are small and medium-sized businesses.

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

Held record-breaking shopping events to help customers save. Our Black Friday Week and Cyber Monday deal event was the largest ever for independent sellers in our store, and Prime Big Deal Days helped Prime members save more than $1 billion.

Delivered to Prime members at thefastest speeds ever globally, with more than 9 billion items arriving the same or next day and saving U.S. members on average over $500 on fast, free delivery—nearly four times the cost of an annual membership fee.

Launched our Amazon Stores business in South Africa, bringing our total online stores globally to 22.

Introduced Amazon Haul, a new shopping experience in our U.S. shopping app and mobile site with ultra-low prices.

Launchednew and enhanced devices and services, with new Kindles driving a 30% year-over-year increase in devices sold.

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Launched first-ever fuel savings offer for Prime, saving U.S. members 10 cents per gallon on gas at approximately 7,000 bp, Amoco, andampm locations.

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We introduced AI-powered features to invent new consumer and seller experiences, such as:

Rufus, a generative AI expert shopping assistant, available to customers in Canada, France, Germany, India, Italy, Japan, Spain, the UK, and the U.S.

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AI Shopping Guides to simplify product research by using generative AI to pair information about a product category with our wide selection, making it easier for customers to find the right product for their needs.

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Video generation and live image capabilities for advertisers that make it fast and easy for brands to deliver compelling creative for customers.

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

Announced Amazon Nova, ourown family of foundation models that compare favorably in intelligence against the leading models in the world, but offer lower latency, lower price, and integration with key Amazon Bedrock features like fine-tuning, model distillation, knowledge bases, and agentic capabilities.

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Launchednew AI innovations, including Amazon Q, the most capable generative AI-powered assistant for accelerating software development and leveraging companies’ internal data, plus new Amazon SageMaker and Amazon Bedrock capabilities and models from Anthropic, DeepSeek, Luma AI, Meta, Mistral AI, and others.

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Launched the general availability of Trainium2, our highest performing instances for deep learning and generative AI. EC2 Trn2 instances, powered by Trainium2 AI chips, offer 30-40% better price-performance than current generations of GPU-based instances.

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We expanded AWS infrastructure with new AWS Regions in Malaysia, Mexico, and Thailand, and multi-billion-dollar U.S. investments in Georgia, Indiana, Mississippi, and Ohio. AWS now has 114 Availability Zones across 36 geographic regions.

We create and offer world-class entertainment through Amazon Originals and Prime Video, including:

Live NFL games in the U.S., such as weekly Thursday Night Football, Black Friday Football, and our first-ever Wild Card playoff game.

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Expansive global streaming of NBA games for 11 seasons, starting this year.

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Apple TV+ in Prime Video’s collection of over 100 add-on subscription channels in the U.S.

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119 films and series from Amazon MGM Studios, including Mr. & Mrs. Smith, Road House, Fallout, The Idea of You, The Lord of the Rings: The Rings of Power Season Two, Red One, Nickel Boys, Beast Games, You’re Cordially Invited, and Reacher.

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We continue to invent and invest in new areas that we believe customers will love, such as:

Project Kuiper, our low Earth orbit satellite broadband network, which continued to scale satellite testing and production ahead of the start of a full-scale deployment this year.

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More convenient access to medications for U.S. Amazon Pharmacy customers, including same-day delivery in greater Los Angeles and New York City, and an expanded RxPass subscription savings program for Prime Members that enables affordable access to common medications for Medicare beneficiaries.

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Our Employees and Partners

In addition to our focus on customers, we strive to make every day better for our employees and partners. We’ve created more U.S. jobs in the last decade than any other company—in the last five years alone, we’ve added more than 900,000 jobs.

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

Our largest-ever annual investment in U.S. hourly employee wages—more than $2.2 billion across our network in 2024—bringing the average hourly pay for frontline operations employees to over $22 per hour and average total compensation to more than $29 per hour with the value of elected benefits.

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An increase of at least 9.8% in wages for tens of thousands of UK hourly employees—bringing the minimum hourly pay for frontline operations employees to between £13.50 and £14.50, depending on location.

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Since 2012, over 250,000 employees have participated in Career Choice, our program that empowers employees to advance their careers through advanced education, industry certifications, and new skill development.

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Our goal is to become the benchmark of safety excellence across all industries in which we operate, and we continue

to make meaningful, measurable progress.

Since 2019, we’ve invested more than $2 billion toward safety efforts, including new technologies and programs, and in 2025 alone, we’re allocating hundreds of millions of dollars to further our progress.

We support our Delivery Service Partner program with safety programs, training, incentives, and more through an investment of $2.1 billion in North America and 25 billion yen in Japan.

In 2024, we conducted 7.8 million inspections globally—a 24% increase from the 6.3 million conducted in 2023.

We are using new robotics technology in our fulfillment centers, like Proteus—one of our newest and most advanced robots—that can move carts of orders around the floor alongside employees.

We have announced plans to open robotics fulfillment centers in Japan and Spain, which will use advanced technology to improve operational safety, employee experience, and customer delivery.

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Our worldwide Recordable Incident Rate (RIR) improved 34% over the past five years and over 6% year over year. Our worldwide Lost Time Incident Rate (LTIR) improved 65% over the past five years and 13% year over year.

We continue to support our broad and diverse groups of employees, customers, and communities around the world. Some of the steps we’ve taken include:

Hiring more than 100,000 U.S. military veterans and spouses after exceeding our pledge to hire 25,000 by 2021.

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Providing a Flexible Scheduling program for eligible frontline operations employees to decide when and how much to work by choosing their shift schedules.

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Offering an online assessment to help more than 3.5 million candidates identify the best position for them at Amazon, which aims to improve fairness in the hiring process.

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Providing training and support for nearly 16,500 Ukrainians globally through our AWS program ITSkills4U, which helps expand job opportunities in non-IT roles, switching to IT, or advancing an IT career.

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Collaborating to build technology that lets people with hearing loss stream sound—for the first time—from their Amazon Fire TV directly to their cochlear hearing implants via the opensource Audio Streaming for Hearing Aids protocol.

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Supporting globally diverse employee-led groups, inclusion ambassadors, and other efforts to build community and promote an inclusive culture.

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Learn more ataboutamazon.com/workplace.

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Our Planet

We combine data and science with passion and invention to address some of the world’s biggest environmental challenges.

The Climate Pledge is our goal to reach net-zero carbon emissions by 2040. It brings more than 550 signatories from more than 55 industries and more than 45 countries together to accelerate joint action. We also invest to support the advancement of sustainability-focused technologies and services through The Climate Pledge Fund, a $2 billion venture investment program. Examples of investment recipients include:

Glacier, a California-based company, which uses AI-powered robots to automate the sorting of recyclables and collect real-time data on recycling streams for recycling companies and consumer brands.

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Molg, a Virginia-based company, which enables circular manufacturing with robotics and design to help tackle the growing e-waste problem.

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Paebbl, Nordic-Dutch company, which turns CO2 into carbon-storing building materials, transforming the built environment into a permanent carbon sink.

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We’re investing in carbon-free energy to help power our operations.

We were named the world’s largest corporate purchaser of renewable energy by Bloomberg NEF for the fifth straight year, with more than 600 wind and solar projects globally capable of powering the equivalent of an estimated 8.3 million U.S. homes.

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We invested in 11 solar and battery storage agreements to accelerate battery storage capabilities.

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We signed four nuclear energy agreements, including enabling the construction of several new Small Modular Reactors, to help power our operations and bring new sources of energy to the grid.

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We deliver products in packaging that protects items while minimizing waste.

We removed plastic air pillows from all delivery packaging at fulfillment centers globally, using paper filler made from 100% recycled content instead.

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We continue to invent new paper-based packaging for our products, like a paper-padded envelope with a shock-absorbent, 100% paper-based lining that’s rolling out to customers in Europe.

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We continue to expand the use of zero-emission vehicles.

Our electric vans from Rivian delivered more than 1 billion packages to U.S. customers in 2024.

We’ve installed over 24,000 chargers at more than 150 delivery stations across the U.S.

We rolled out nearly 50 heavy-duty electric trucks in the western U.S. to haul cargo containers and customer packages with zero tailpipe emissions.

We placed our largest-ever order of electric heavy goods vehicles—more than 200 trucks will hit the road in the UK and Germany starting this year. They are expected to transport more than 350 million packages every year.

We started piloting a new model of e-cargo delivery bike that can carry up to 120 packages per trip.

We have over 10,000 electric vehicles delivering packages to consumers in India.

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We continue our commitment to operate our AWS business sustainably.

We’re optimizing our water use and investing in freshwater replenishment projects with the aim to return more water to communities than we use in our operations by 2030.

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Our Amazon re:Cycle Reverse Logistics hubs are diverting more than 99% of all AWS securely decommissioned hardware from landfills for reuse in AWS operations, sales in the secondary market for reuse, or recycling.

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We introduced new data center components that simplify the electrical and mechanical design of our data centers.

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We use updated cooling systems, lower-carbon concrete and steel, and backup generators running on renewable diesel to support AI innovation with greater energy efficiency.

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Learn more atsustainability.aboutamazon.com.

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Our Communities

We use our scale and skills to drive positive change, from investing in local infrastructure, to boosting affordable housing and fighting hunger, to strengthening education and responding to disasters. We’re not just doing business—we’re building stronger communities.

Our investments have contributed over $1 trillion to the U.S. economy since 2010, and we support almost 5 million jobs across the country.

We invest in programs that empower children and higher education students, and help adult learners unlock their potential. Some examples include:

Since 2019, we’ve provided free skills training opportunities to more than 350,000 U.S. employees, helping them learn critical skills to move into in-demand, higher-paying roles.

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In 2024, we awarded 400 Amazon Future Engineer scholarships, providing up to $16 million for students to put toward an undergraduate degree in engineering, computer science, or related field.

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Our AWS free cloud computing skills training has reached over 31 million learners across 200 countries and territories since 2020.

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Our AI Ready initiative has trained two million learners globally with free AI skills since it began in 2023.

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We collaborate with our local communities to address their unique needs, from infrastructure to talent attraction and workforce development programs. Some of our investments in local communities include:

Amazon Housing Equity fund, our $3.6 billion commitment to help create and preserve more than 35,000 affordable homes through low-rate loans and grants.

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AWS Health Equity Initiative, which provides free cloud credits and technical expertise to help organizations advance global health through $60 million of support from AWS since 2021.

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Our disaster relief program leverages our technology and global logistics network to provide fast, effective aid for communities around the world impacted by natural disasters. In the last three years, we established 15 Disaster Relief Hubs in disaster-prone areas so we can respond quickly with ready-to-go relief supplies, including new hubs in Mexico and Rheinberg, Germany. Since 2017, we have used our global inventory, logistics infrastructure, and cloud technology to respond to more than 185 natural disasters and donate more than 25 million relief items globally. In the past year, we activated our disaster relief hubs to support disaster relief around the world, including:

California wildfire relief, with over 500,000 essential items and resources, AWS cloud technology to help emergency responders, and $10 million in donations.

Hurricane relief from our hub in Atlanta, Georgia, with donated goods, logistics support, and technology for communities devasted by Hurricanes Helene and Milton.

Fighting wildfires with nonprofits in Chile and Columbia using AWS technology, which enables monitoring active fires, spotting new fires, and evaluating how best to help evacuated residents return to their homes.

Severe storm recovery in Czechia, Poland, and Slovakia with more than 16,000 donated items, including blankets, sleeping bags, cots, hygiene kits, flashlights, and power banks.

Flooding relief in southern Spain with donation and delivery of more than 265,000 essential items.

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Learn more ataboutamazon.com/impact/community and read our Community Impact Report at

aboutamazon.com/community-impact-report.

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NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

​​​Date and Time​​​​Virtual Meeting Site​
​Wednesday, May 21, 20259:00 a.m., Pacific Time​​www.virtualshareholdermeeting.com/AMZN2025​
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, 2025 ​​​​​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 27, 2025 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 10, 2025

Important Notice Regarding the Availability of Proxy Materials for the Amazon.com, Inc. Shareholder Meeting to be Held on May 21, 2025. The Proxy Statement and our 2024 Annual Report are available atwww.proxyvote.com.

ContentsView on SEC.gov

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