AMAZON COM INC

For the period ended May 20, 2026. Filed Apr 9, 2026.

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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 20, 2026 · Filed Apr 9, 2026

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 2026

Annual Meeting

of Shareholders

& Proxy Statement

9:00 a.m., Pacific Time

Wednesday, May 20, 2026

Virtual Meeting Site: www.virtualshareholdermeeting.com/AMZN2026

PROXY OVERVIEW

ANNUAL MEETING OF SHAREHOLDERS

To Be Held on Wednesday, May 20, 2026

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 11 directors	FOR (each nominee)	2
2. Ratification of Ernst & Young as independent auditors	FOR	25
3. Advisory vote to approve executive compensation	FOR	28
4-7. Shareholder proposals	AGAINST (each proposal)	30

Shareholder Engagement (Since Beginning of 2025)

	Engaged 66 of our 100largest unaffiliated shareholders			Independent Director Participation shareholders owningmore than 22% 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 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 independent 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 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 2025 Annual Meeting of Shareholders, 78% of the votes cast supported our advisory vote to approve the compensation of our named executive officers. We are pleased with the broad support among our shareholders for our compensation practices, which we believe reflects the success of our extensive engagement with, and responsiveness to, shareholders in prior years. • The Leadership Development and Compensation Committee did not grant any equity awards to our CEO or any of our named executives during 2025 and has not granted our CEO an award since 2021. Our Compensation Discussion and Analysis addresses other matters with respect to our named executives’ compensation. • Having considered other approaches to structuring executive compensation arrangements, we remain committed to the structure of our executive compensation because it has worked effectively, having allowed us to: ✓ attract and retain incredibly talented people who have guided our business through countless challenges; ✓ develop our business in ways that we could not have conceived a few years earlier, including initiatives that later became AWS, Kindle, Alexa, Fulfillment by Amazon, Marketplace, and Prime Video; ✓ make long-term commitments to sustainability and other environmental, social, and human capital initiatives and goals; and ✓ drive strong long-term returns to our shareholders.

Shareholder Proposals and Vote Recommendations


4 Shareholder Proposal Requesting a Report on Charitable Partnerships • We support a wide range of programs that help thousands of charities and communities across the U.S. and around the world. We select and work directly with community organizations for our corporate charitable giving that includes efforts such as expanding access to food and other critical social needs; supporting disaster relief efforts; investing in access to education, skills, and training; and creating affordable housing. • We have risk management processes to protect 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	33
5 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 in pursuit of our climate goals, including routinely reporting on our carbon intensity and on our efforts to reduce the carbon footprint of artificial intelligence (“AI”) workloads and make our data centers more sustainable and efficient. Our current public reporting already addresses the specific challenges highlighted by this proposal and makes the report requested in the proposal unnecessary. • In 2024, our carbon intensity decreased for the sixth consecutive year, down 4% from 2023, with 11% business growth in the same period, demonstrating how we are working to decouple emissions growth from business growth.	AGAINST	35

6 Shareholder Proposal Requesting a Report on Impact of Climate Commitments • We evaluate and adapt our sustainability approach to navigate evolving business, industry, and customer demands. While we are firm on our sustainability goals, our approach will continuously evolve with emerging challenges and opportunities, as we are seeing with the rapid adoption of AI. • We continue to work at increasing the energy and water efficiency of our data centers, including through advances in power systems, cooling technology, and hardware architecture. • The additional financial reporting requested by the proposal would be impractical, potentially misleading, and not meaningful to shareholders.	AGAINST	38

· Proposal: · · · Board of DirectorsRecommendation: · · · PageReference: ·
	7 Shareholder Proposal Requesting a Mandatory Independent Board Chair Policy • We are committed to strong, independent leadership of the Board. Our lead independent director reinforces the Board’s independent oversight of management. • 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. • Our current governance structure provides robust risk oversight by independent directors, and our current leadership structure and corporate governance practices are designed to be in the best interests of shareholders.						AGAINST			42

Global Impact Highlights

Our Customers

We obsess over making customers’ lives better and easier with products and services for consumers, sellers, brands, developers, enterprises, and creators.

We offer sharp pricing, vast selection, and record delivery speeds. In 2025, we:

Delivered to Prime members at our fastest speeds ever, with over 13 billion items arriving the same or next day globally.

Held our biggest Prime Day event ever, with customers saving billions and independent sellers achieving record sales.

Were named the lowest-priced U.S. retailer by Profitero, with online prices on average 14% lower than other major U.S. retailers.

Expanded Same-Day and Next-Day Delivery to tens of millions of customers in more than 4,000 smaller U.S. cities, towns, and rural communities.

Added perishable groceries to Same-Day Delivery, growing availability to more than 2,300 U.S. cities and towns.

Launched 30-minute delivery on thousands of items from Amazon Now in various cities in India, Mexico, and the UAE, and tested in communities in the U.S. and UK.

Debuted the redesigned Kindle Scribe lineup and expanded accessibility across our devices with eye gaze control for Fire tablets, real-time call translation on Alexa, adaptive controls for motor impairments, and AI-enhanced audio features on Fire TV and Prime Video.

We launched new AI-powered features that enhance shopping, selling, and home experiences, such as adding Alexa+ capabilities across Echo, Fire TV, and Ring devices for intelligent shopping and home management. We scaled our Rufus AI shopping assistant to more than 300 million customers and grew the number of customers using AI visual search with Lens by 45% year-over-year. In addition, we enhanced our generative AI Seller Assistant with agentic AI capabilities that enable AI to not just respond, but to reason, plan, and help take action with a seller’s permission, transforming how they run their businesses.

We launched generative AI tools and services that give AWS customers more choice and performance. In the last year, we:

Launched a new class of AI agents, called frontier agents, to solve tasks more autonomously and over longer durations, such as Kiro, AWS Security Agent, and AWS DevOps Agent.

Continued gaining momentum with AWS custom chips. Trainium2 is fully subscribed with 1.4 million chips landed and powers the majority of inference on Bedrock, a service used by over 100,000 companies. We launched Trainium3, which is up to 40% more price performant than Trainium2, and Graviton5, AWS’s most powerful and advanced CPU for a broad set of cloud workloads.

Expanded Amazon Bedrock with more than 50 fully-managed models—including new Amazon Nova models—enabling customers to test and switch between models without rewriting code while accessing capabilities in coding, reasoning, and agentic workflows.

We create and offer world-class entertainment through Prime Video, Amazon MGM Studios, Amazon Music, and Amazon Games, including breaking several viewership records and expanding our sports line up. We produced the most-watched season in Thursday Night Football’s 20-year history, presented the most-streamed NFL game ever with the Packers vs. Bears Wild Card Playoff game, debuted NBA on Prime in more than 200 countries, and extended UEFA Champions League broadcast rights across four European countries through 2031. In addition, we added Peacock Premium Plus and Fox One to Prime Video, offering more than 100 subscriptions in the U.S., and launched the reimagined Luna cloud gaming service.

We continue to invent and invest in new areas that we believe customers will love. In the last year, we:

Expanded the Amazon Leo low Earth orbit satellite fleet to more than 200 satellites; announced commercial agreements with JetBlue, Australia’s National Broadband Network, and Kazakhtelecom; and began initial network testing ahead of a wider commercial rollout.

Unveiled Leo Ultra, an enterprise-grade customer terminal delivering simultaneous download speeds up to 1 Gbps and upload speeds up to 400 Mbps—the fastest commercial phased array antenna in production.

Began offering Zoox’s robotaxi service in Las Vegas—the first fully autonomous ride-hailing service in a purpose-built robotaxi.

Expanded Amazon Pharmacy Same-Day Delivery to more than 3,000 U.S. cities and towns.

Our Employees and Partners

In addition to inventing and delivering for customers, we strive to make every day better for our employees and partners. With more than one million employees across the U.S., we have created more jobs in the country than any other company over the past decade.

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

Our $1 billion investment in U.S. employee pay and benefits, bringing average total compensation for U.S. fulfillment and transportation employees to more than $30 per hour including the value of elected benefits.

Increased the minimum starting annual salary for UK operations employees to £29,744. Frontline operations employees across the UK receive starting pay at a minimum of £14.30 per hour.

Lowered health costs for U.S. fulfillment and transportation employees, bringing basic medical plan costs down to $5 per week for employees. This is just one of the many benefits we offer, which also include a free Prime membership, pre-paid tuition programs, 401(k) with company match, and more.

Our goal is to set the benchmark for safety excellence across every industry in which we operate, and we continue

to make meaningful, sustained improvement.

Our Global Recordable Incident Rate improved 43% over the past six years and 14% year over year. Our Global Lost Time Incident Rate improved 70% over the past six years and 14% year-over-year.

We’ve invested more than $2.5 billion to advance safety progress since 2019, including innovations, ergonomic improvements, and training programs.

We announced plans to invest an additional $1.9 billion in the Delivery Service Partner program, adding to our total investment over the last seven years of $16.7 billion.

We trained over 180,000 Delivery Service Partner drivers on essential safety skills before they began road deliveries at our Amazon Integrated Last Mile Driver Academy.

We introduced Vulcan, our first robot to combine sight and touch to navigate cluttered spaces like humans do, making jobs safer and easier.

We conducted 10.4 million safety inspections globally—a 33% increase from 2024.

We support employees, partners, and members of our communities in preparing for the jobs of the future through education programs that enable advancement to higher-skilled, higher-earning roles:

Announced Future Ready 2030, a $2.5 billion goal to provide education and skills training for 50 million people globally, including employees and the broader workforce.

Upskilled over 700,000 employees globally, including frontline hourly workers in fulfillment centers and delivery stations.

Expanded our Career Choice program in the U.S., which prepays up to 100% of tuition fees and expanded learning pathways and partner institutions. More than 300,000 employees have participated since launch.

Launched robotics and engineering apprenticeships in the U.S. to prepare employees for AI-driven roles. Graduates of our Mechatronics and Robotics Apprenticeship earn up to 49% more after completion—approximately $21,500 more annually than entry-level fulfillment center roles.

Learn more ataboutamazon.com/workplace.

Our Planet

We work to create real, long-lasting positive impact on our customers, the communities where we operate, and the planet.

The Climate Pledge is our goal to reach net-zero carbon emissions by 2040. It brings more than 640 signatories from more than 60 industries and more than 45 countries together to accelerate joint action. We’ve also invested in more than 20 climate-tech startups to help drive innovative new solutions that can accelerate a path forward. Examples of investment recipients include startups like Brimstone, which produces low-carbon concrete, and Electra, which decarbonizes steel, both essential materials in building construction.

We’re investing in building design and lower carbon construction materials. This past year, we:

Opened DII5, a first-of-its-kind mass-timber delivery station that includes 40 climate-forward designs under one roof, including lower-carbon concrete, rainwater runoff collection and reuse, and electric heat pumps.

Brought a fulfillment center online in Japan that uses geothermal technology, known as geo-exchange, for heating and cooling, and leverages vertical solar panels to help power its operations with carbon-free energy.

Continued building data centers using lower-carbon concrete and steel and implementing technology to operate more efficiently, including our custom designed In-Row Heat Exchanger—a closed-loop liquid cooling system that is 20% more power efficient than off-the-shelf solutions while using 9% less water than fully air-cooled sites.

Announced in collaboration with Rio Tinto that AWS secured the first low-carbon copper for use in U.S. data centers as the first customer of industry pioneer Nuton Technology. AWS will provide cloud-based data and analytics to help optimize Nuton’s operations.

We continue efforts to minimize energy and water consumption in our data centers, with increased energy efficiency, significant investments in carbon-free energy, and many of our data centers only using water for cooling about 5% of the year as we work toward our 2030 goal of returning more water to communities than we use in AWS’s direct operations. This past year, we:

Announced a plan to expand water recycling to over 120 data centers in the U.S. by 2030, expected to preserve over 530 million gallons of drinking water annually.

Invested in 45 water replenishment projects, which are expected to return over 18 billion liters of water each year once all are completed—equal to enough water to fill 7,300 Olympic swimming pools.

Leveraged AI tools, such as FlowMS for leak detection at over 200 sites and BBAM for utility efficiency at over 300 sites, to make our buildings more efficient.

Announced the launch of Get Blue in collaboration with Water.org, Gap, and Starbucks, an initiative to help fund access to safe water and sanitation through Water.org’s proven solutions.

Were named one of the world’s largest corporate purchasers of carbon-free energy by Bloomberg NEF.

Announced we have invested in more than 700 carbon-free energy projects worldwide, with the capacity to generate more than 40 gigawatts of electricity.

We deliver products in packaging that protects items while minimizing waste and making it easier to recycle, which has avoided 4.2 million metric tons of packaging since 2015. In 2024, we removed all plastic air pillows from our delivery packaging globally, helping avoid nearly 15 billion plastic air pillows annually. We retrofitted more than 120 of our automated packing machines that made plastic bags to now create made-to-fit paper bags across the U.S., helping us avoid more than 134 million plastic bags in 2024. We saw a significant year-over-year decrease in the number of shipments that contained single-use plastic delivery packaging in North America, reducing by almost half the number of shipments.

We continue to expand the use of zero-tailpipe-emission vehicles. We have deployed more than 40,000 electric delivery vehicles in our global transportation network, including more than 30,000 custom delivery vans making deliveries across thousands of U.S. cities. In 2024, Rivian vans delivered more than 1 billion packages to customers with zero tailpipe emissions.

Learn more atsustainability.aboutamazon.com.

Our Communities

We are committed to improving customers’ lives and contributing to the fabric of communities. We want communities to thrive because we’re there—creating jobs and affordable housing, investing in education, empowering small businesses, providing disaster relief, and operating sustainably at scale. These are all core to how we interact with communities.

When we become a part of a community, we work hard to be a good neighbor and make our communities stronger. That means creating jobs with good pay and benefits, building our fulfillment and data centers responsibly, and investing in local infrastructure like schools, affordable housing, and other essential services.

Our investments in the U.S. reached more than $340 billion in 2025, and we have contributed more than $1.8 trillion to the U.S. economy since 2010.

We engage and collaborate with local communities to address their unique needs, from infrastructure to talent attraction and workforce development programs. For example:

More than 134,000 employees across 55 countries volunteered during our annual Global Month of Volunteering, supporting more than 2,500 organizations and communities.

We delivered more than 60 million free meals from food banks across the U.S. and UK directly to families and individuals in need.

We increased our commitment to help create and preserve affordable homes in our hometown regions of Puget Sound, National Capital, and Nashville, with plans to invest a total of $3.6 billion in funding to make more than 35,000 properties remain affordable for 99 years.

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. We operate dedicated disaster relief hubs around the world to deliver relief to communities within hours of a hurricane, wildfire, or other disaster. Since 2017, we have used our global inventory, logistics infrastructure, and technology to support communities impacted by more than 200 natural disasters. We’ve donated and delivered more than 26 million relief items—like emergency supplies, hygiene kits, diapers, baby formula, and water—globally. In 2025, we responded to 30 natural disasters across 12 countries, including:

Donating and delivering over 500,000 relief items to 29 organizations during the L.A. wildfires, part of Amazon’s $10 million response with drone and cloud technology support.

Working with more than 200 food banks across central and southeastern Mexico to distribute more than 2,000 boxes of food after devastating flooding. Each box held enough food to support a family of four for up to 10 days.

Donating $3 million to support the Washington State Emergency Fund, American Red Cross, and United Ways of the Pacific Northwest to respond to destructive rains, winds, and landslides in western Washington and delivering more than 75,000 relief items in the hours and days after the floods.

Delivering portable technology solutions to power and connect hospitals, police stations, and emergency operations in Jamaica as part of our commitment to help Caribbean communities recover from Hurricane Melissa.

Flying Amazon Air to Alaska to deliver more than 6,800 relief items after Typhoon Halong swept homes into the sea.

Bringing together 600 employees to unload and sort donations to support communities impacted by flooding in Central Texas.

Learn more ataboutamazon.com/impact/community.

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS

				Date and Time					Virtual Meeting Site
	Wednesday, May 20, 20269:00 a.m., Pacific Time			www.virtualshareholdermeeting.com/AMZN2026

Items of Business:	Our Board of DirectorsRecommends You Vote:
• To elect the eleven 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, 2026		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 26, 2026 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

Susan K. Jong

Secretary

Seattle, Washington

April 9, 2026

Important Notice Regarding the Availability of Proxy Materials for the Amazon.com, Inc. Shareholder Meeting to be Held on May 20, 2026. The Proxy Statement and our 2025 Annual Report are available atwww.proxyvote.com.

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