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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

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

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

AMAZON.COM, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required

☐

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 2022
Annual Meeting
of Shareholders
& Proxy Statement

9:00 a.m., Pacific Time
Wednesday, May 25, 2022

Virtual Meeting Site: www.virtualshareholdermeeting.com/AMZN2022

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PROXY OVERVIEW

ANNUAL MEETING OF SHAREHOLDERS
To Be Held on Wednesday, May 25, 2022

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 Voting Recommendation	More Information Beginning on Page
1. Election of 11 directors	FOR (each nominee)	2
2. Ratification of Ernst & Young as independent auditors	FOR	19
3. Advisory vote to approve executive compensation	FOR	22
4. Approval of a 20-for-1 stock split and a proportionate increase in authorized shares	FOR	24
5-19. Shareholder proposals	AGAINST (each proposal)	26

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

Stock Price Performance as of FYE 2021

30,716%	1,826%	345%	122%

20 year	10 year	5 year	3 year

Executive Compensation

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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.

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Our emphasis on periodic grants of time-vested restricted stock units that vest over the long term perfectly aligns our executives’ compensation with the returns we deliver to shareholders.

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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:

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attract and retain incredibly talented people who have guided our business through countless challenges;

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develop our business in ways that we could not have conceived a few years earlier, including initiatives that later became AWS, Kindle, Alexa, and our robust third-party seller business;

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make long-term commitments to sustainability and other environmental, social, and human capital initiatives and goals; and

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deliver strong long-term returns to our shareholders.

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Global Impact Highlights

Our People

We now employ more than 1.6 million people worldwide—having created more than 750,000 full- and part-time jobs in the U.S. since the start of the pandemic—and continue to invest in offering competitive pay and benefits. In the U.S., this includes an average starting wage for our front-line employees of more than $18 per hour and comprehensive benefits for regular full-time employees. These benefits include health, vision, and dental insurance; a 401(k) with a company match; up to 20 weeks of paid parental leave for birthing parents; adoption assistance; and access to Amazon’s Career Choice program.

Amazon has been named No. 2 on Fortune’s World’s Most Admired Companies list for six years running and is currently in the Top 10 on LinkedIn’s Top Companies lists in the U.S. (No. 1), Australia, Canada, China, India, Japan, Spain, and the UK.

Some of the programs that earn us this recognition include:

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Family support programs, including Leave Share, which allows U.S. employees to donate up to six weeks of their paid parental time to their partner should their partner’s employer not offer paid parental leave, and Ramp Back, which enables employees to return to work at a flexible schedule for up to eight consecutive weeks after birth or adoption.

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Free mental health resources available 24/7 to all U.S. employees, their families, and anyone in their household, including free counseling sessions.

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Amazon Returnships, which help people who have been without a job or underemployed for at least a year by providing a new opportunity to rejoin the U.S. workforce.

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Amazon’s Career Choice program, which offers fully funded tuition opportunities, including bachelor’s degrees, high school diplomas, GEDs, and ESL programs. This offering, which we began in 2021, is part of Amazon’s $1.2 billion Upskilling 2025 commitment to provide free training to 300,000 employees in the U.S. by 2025.

Safety is integral to everything we do. Our work environments allow employees, regardless of background, skill level, or experience, to work with confidence. In 2022, we published Delivered with Care, a report on safety, health, and well-being at

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Amazon. In 2021, we invested over $300 million in safety improvements, and we have incurred more than $15 billion in COVID-19-related costs since March 2020 to help keep employees safe and deliver for customers. Our scale, resources, and technology allow us to undertake initiatives that benefit the entire industry. For example, we are investing to create technology to improve universal fork truck safety, and we established a first-of-its-kind partnership with the National Safety Council to uncover new ways to prevent and address musculoskeletal disorders.

We believe our future is diverse, inclusive, and accessible across every race, gender, belief, origin, and community. In 2021, we again set ambitious goals focused on increasing diversity in our hiring, building an inclusive work environment, and providing equitable access for all. We’ve also increased the amount and specificity of the data we share publicly, which shows there is more work to do, but also demonstrates progress. We take steps to give employees a sense of belonging, value, and opportunity, such as through our 13 affinity groups (employee resource groups) with more than 90,000 employees across hundreds of chapters worldwide. We actively recruit diverse candidates through our partnerships with Historically Black Colleges and Universities, Hispanic-Serving Institutions, women’s colleges, and tribal colleges, and we have over 45,000 U.S. veterans and military spouses working at Amazon.

Learn more at aboutamazon.com/workplace.

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Our Partners

We work with more than 2 million independent partners in the U.S., including sellers, developers, content creators, authors, and delivery providers. We openly share information, tools, and services with third parties that work with Amazon to foster their business growth. When they thrive, our customers benefit from the products and services they offer. We support a number of different types of partners, including:

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Small and medium-sized businesses selling in Amazon’s stores. These businesses come from every state in the U.S.

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and more than 130 countries around the world. Amazon spent more than $100 million to help small and medium-sized businesses reach more customers during Prime Day and throughout the holiday season, and third-party sellers—most of which are small and medium-sized businesses—achieved record worldwide sales in Amazon’s store for the 2021 holiday season. More than half of sales from Black Friday through Cyber Monday were from third-party sellers, and more than 130,000 third-party sellers surpassed $100,000 in sales during the holiday season.

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More than 3,000 independent Delivery Service Partners. This program began in 2018 and now has companies in the U.S., Canada, the UK, Germany, France, Italy, Spain, Ireland, Brazil, the Netherlands, and India, employing more than 260,000 drivers. More than 2.2 billion packages have been delivered worldwide, and their businesses have generated over $12 billion in revenue, benefitting the community and customers. To address inequality and create long-term change, Amazon launched its diversity grant program in 2020 to help develop pathways for Black, Latinx, and Native American entrepreneurs.

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Millions of organizations in 190 countries around the world powered by Amazon Web Services (AWS). The fastest-growing startups and largest enterprises, as well as nonprofits and government agencies, are powered by AWS’s highly secure, reliable, scalable, and low-cost cloud technology. Using AWS, customers and partners around the world are innovating at a faster pace than ever before, including extraordinary accomplishments like delivering life-saving medications to patients faster, making self-driving cars a reality, and expediting real-world sustainability solutions that are helping everyone on the planet.

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Developers building for Alexa and Appstore. Builders, developers, and entrepreneurs have the opportunity to innovate, build a business, and connect with customers across hundreds of millions of Alexa devices, like Fire TV, Fire Tablet, and Echo. There are over 900,000 developers building for Alexa. Alexa helps generate billions of dollars for the developer and device-maker community, and there are skill developers making more than $1 million annually through in-skill purchasing. Amazon recently introduced the Appstore Small Business Accelerator and the Alexa Skill Developer Accelerator, which help smaller developers build and grow their app and skill businesses while inventing for customers. Amazon Appstore is also curating apps for the Windows 11 storefront, which brings mobile apps and games directly to Windows.

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Millions of writers around the world building successful careers using Kindle Direct Publishing (KDP). KDP authors self-publish and distribute their books to millions of readers around the world, choosing where they want to sell, setting their own prices, and earning up to 70% of every sale in royalties. Thousands of independent authors earned more than $50,000 in royalties in 2021, with more than 2,000 authors surpassing $100,000 in royalties. In addition, since 2009, the Amazon Literary Partnership has provided more than $14 million to organizations across the country that empower writers to create, publish, learn, teach, experiment, and thrive.

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

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Our Planet

The Climate Pledge is Amazon’s commitment to be net-zero carbon by 2040, and we are on a path to powering our operations with 100% renewable energy by 2025. As the world’s largest corporate buyer of renewable energy, Amazon announced dozens of new renewable energy projects in 2021 and now has 274 projects globally. The Climate Pledge has been signed by Amazon and over 300 other companies that commit to the same goals, including Best Buy, IBM, JetBlue, Microsoft, Uber, Unilever, and Verizon. Pledge signatories in total generate over $3.5 trillion in global annual revenues and have more than 8 million employees across 51 industries in 29 countries.

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Amazon continues to take meaningful steps in our journey to be net-zero carbon, including:

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Expanding Climate Pledge Friendly. This program includes more than 200,000 products, making it easier for customers to shop for products that have one or more of 37 different sustainability certifications.

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Supporting the development of sustainable and decarbonizing technologies and services through The Climate Pledge Fund. With an initial $2 billion in funding, this program has invested in 11 visionary companies whose products and solutions will facilitate the transition to a low-carbon economy, such as CMC Machinery, a technology company that manufactures custom-sized boxes while eliminating the need for single-use plastic padding, and Infinium, a company developing low-carbon electrofuels for air, marine, and heavy-truck fleets.

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Restoring and conserving forests, wetlands, and grasslands around the world through the Right Now Climate Fund. Last year, this $100 million fund announced investments in a nature-based carbon removal initiative in the Brazilian Amazon and a commitment of approximately $23.5 million (€20 million) for projects across Europe. The first recipient of new funding aims to plant 22 million trees across 14 metropolitan areas in Italy.

Some of our latest initiatives include:

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Mobilizing $1 billion to protect tropical forests via the LEAF (Lowering Emissions by Accelerating Forest finance) Coalition, an ambitious public-private initiative designed to protect tropical forests.

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Opening Climate Pledge Arena in Seattle, the first net-zero carbon certified arena in the world, which Amazon secured naming rights to in 2020.

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Partnering with automakers who share in our decarbonization ambitions. We are excited to work with partners like Rivian, Stellantis, and others to help us accelerate the available supply of high-performance electric vehicles. Our custom order of 100,000 electric delivery vehicles in partnership with Rivian will hit the road by 2030.

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Collaborating with others to reduce packaging waste. Since 2015, we have reduced the weight of outbound packaging by more than 36% and eliminated the equivalent of 2 billion shipping boxes.

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Issuing a $1 billion sustainability bond. The bond funds new and ongoing projects in five areas: renewable energy, clean transportation, sustainable buildings, affordable housing, and socioeconomic advancement and empowerment.

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Participating in industry and government efforts, such as co-founding The Cargo Owners for Zero Emission Vessels network alongside the Aspen Institute, which aims to transition ocean freight vessels from fossil fuels to zero-carbon fuels by 2040; participating in the launch of The First Movers Coalition, which targets emissions reductions in aviation, ocean shipping, steel, and trucking; supporting the creation of the Sustainable Aviation Buyers Alliance’s Aviators Group, which is focused on accelerating the transition to net-zero emissions air transport; and supporting the launch of the Clean Energy Demand Initiative, which advances clean energy goals by leveraging corporate clean energy commitments.

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Becoming the first consumer electronics manufacturer to commit to addressing, through renewable energy development, the electricity used by its devices. By 2025, Amazon aims to produce the clean energy equivalent of all the electricity used by Fire TV and Ring devices worldwide.

Learn more at sustainability.aboutamazon.com.

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Our Communities

We work side by side with community partners helping to solve some of the world’s most pressing challenges and build both long-term programs and what we call “Right Now Needs” programs to help build strong inclusive communities.

Our long-term programs support communities in a range of ways. For example:

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Amazon Future Engineer is our global childhood-to-career computer science program that inspires and educates students from underserved and underrepresented communities. In 2021, the program reached 1.8 million students in the U.S., Canada, France, Germany, India, and the UK. Students explore computer science by meeting Amazon employees in career talks or exploring our innovations. We support educators with school curriculum on topics like using code to make music and programming robots; we award 100 students in the U.S. each year with four-year, $40,000 scholarships and paid internships at Amazon; and we honor Teacher of the Year Award winners with more than $30,000.

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We provide free cloud skills training, with the goal to reach 29 million people around the world by 2025. The AWS-designed programs range from self-paced online courses to intensive reskilling programs that help participants build new careers in the technology industry. In 2021, we launched AWS Skill Builder, a new digital learning experience; added AWS courses to the Amazon.com website; expanded the AWS re/Start global reskilling program; and opened Amazon’s first dedicated, in-person cloud learning space in Seattle.

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Amazon launched the AWS Artificial Intelligence & Machine Learning Scholarship, a $10 million education and scholarship program aimed at preparing underrepresented and underserved students globally for careers in machine learning.

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Amazon launched the Amazon Housing Equity Fund in January 2021. This is the Company’s more than $2 billion commitment to preserve and create affordable homes in Washington state’s Puget Sound region; the Washington, D.C., and Arlington, Virginia, metropolitan areas; and Nashville, Tennessee by providing low-rate loans and grants to traditional and non-traditional housing partners, public agencies, and minority-led organizations. As of March 2022, Amazon has announced details of $1.2 billion of the commitment, which will create and preserve more than 8,000 affordable housing units helping an estimated 18,000 people.

Our Right Now Needs programs include increasing access to food and basic goods for children and their families. For example:

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Amazon donates its logistics network to support food banks and community organizations, delivering groceries and

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pre-packaged meals directly to vulnerable families and those disproportionately impacted by COVID-19. Deliveries in 2021 totaled more than 20 million meals in the U.S., Australia, Japan, Singapore, Spain, and the UK.

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We leverage our operational excellence, technologies, and worldwide logistics network to support organizations fighting large-scale natural disasters. For example, we fill cargo jets with Amazon-donated items for communities ravaged by hurricanes, help governments and nonprofits expedite response efforts through our AWS cloud services, and respond more quickly to natural disasters in the region from our Disaster Relief Hub in an Atlanta fulfillment center. In late 2021, Amazon donated more than 300,000 emergency aid items to support communities affected by tornadoes in the Midwest and Southern U.S.; wildfires in Colorado; and flooding in Chennai and Uttarakhand, India and in British Columbia, Canada. Through the AWS Disaster Response team, we worked with organizations to rebuild infrastructure and connectivity in the aftermath of hurricanes in the Atlantic.

Learn more at aboutamazon.com/impact/community.

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NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS

				Date and Time						Virtual Meeting Site
	Wednesday, May 25, 2022 9:00 a.m., Pacific Time						www.virtualshareholdermeeting.com/AMZN2022

Items of Business:	Our Board of Directors Recommends 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, 2022		FOR the ratification of the appointment

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

• To approve an amendment to our Restated Certificate of Incorporation to effect a 20-for-1 split of our common stock and a proportionate increase in the number of authorized shares of common stock		FOR approval of the amendment to our Restated Certificate of Incorporation

• 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 31, 2022 as the record date for determining shareholders entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Only shareholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting.

By Order of the Board of Directors

David A. Zapolsky
Secretary

Seattle, Washington
April 14, 2022

Important Notice Regarding the Availability of Proxy Materials for the Amazon.com, Inc. Shareholder Meeting to be Held on May 25, 2022. The Proxy Statement and our 2021 Annual Report are available at www.proxyvote.com.

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ITEM 1—Election of Directors		2
BOARD OF DIRECTORS INFORMATION		3
Biographical Information		3
Director Nominee Diversity, Tenure, Skills, and Characteristics		9
Corporate Governance		10
Board Meetings and Committees		14
Compensation of Directors		17
ITEM 2—Ratification of the Appointment of Ernst & Young LLP as Independent Auditors	<

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