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

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.     )

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Filed by a Party other than the Registrant   ☐

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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.

Shareholder Engagement (Since Beginning of 2024)

 

Board of Directors

Corporate Governance Highlights

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Executive Compensation Overview

Shareholder Proposals and Vote Recommendations

 

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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:

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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.

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Delivered to Prime members at the fastest 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.

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

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

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Launched new 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, and ampm locations.

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

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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:

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Announced Amazon Nova, our own 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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Launched new 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:

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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:

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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:

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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.

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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.

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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.

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

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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.

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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:

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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 at aboutamazon.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:

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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.

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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.

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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.

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

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

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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.

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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.

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

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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.

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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 at sustainability.aboutamazon.com.

 

 

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:

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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:

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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:

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

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

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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.

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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.

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

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Learn more at aboutamazon.com/impact/community and read our Community Impact Report at
aboutamazon.com/community-impact-report.

 

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

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 at www.proxyvote.com.

TABLE OF CONTENTS

This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including statements regarding our environmental, social, and other sustainability plans, initiatives, projections, goals, commitments, expectations, or prospects, are forward-looking. We use words such as anticipates, believes, commits, expects, future, goal, intends, plans, projects, seeks, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results or outcomes could differ materially due to a variety of factors. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our 2024 Annual Report on Form 10-K and our 2023 Amazon Sustainability Report. Any standards of measurement and performance made in reference to our environmental, social, and other sustainability plans and goals are developing and based on assumptions, and no assurance can be given that any such plan, initiative, projection, goal, commitment, expectation, or prospect can or will be achieved. Inclusion of environmental, social, or other sustainability information is not an indication that the subject or information is material to our business, strategy, outlook, operating results, or financial condition or material as it relates to our impact on other parties or sustainability matters. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

AMAZON.COM, INC.

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
To Be Held on Wednesday, May 21, 2025

The enclosed proxy is solicited by the Board of Directors of Amazon.com, Inc. (“Amazon” or the “Company”) for the Annual Meeting of Shareholders to be held virtually, via the Internet, at 9:00 a.m., Pacific Time, on Wednesday, May 21, 2025, and any adjournment or postponement thereof. For more information about the Annual Meeting, including how to attend and vote your shares, please see “Annual Meeting Information” on page 84.

Voting via the Internet, mobile device, or by telephone helps save money by reducing postage and proxy tabulation costs. To vote by any of these methods, read this Proxy Statement, have your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form in hand, and follow the instructions below for your preferred method of voting. Each of these voting methods is available 24 hours per day, seven days per week.

We encourage you to cast your vote by one of the following methods:

Our principal offices are located at 410 Terry Avenue North, Seattle, Washington 98109. This Proxy Statement is first being made available to our shareholders on or about April 10, 2025.

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ITEM 1— ELECTION OF DIRECTORS

In accordance with our Bylaws, the Board has fixed the number of directors constituting the Board at twelve. The Board, based on the recommendation of the Nominating and Corporate Governance Committee, proposed that the following twelve nominees be elected at the Annual Meeting, each of whom will hold office until the next Annual Meeting of Shareholders or until his or her successor shall have been elected and qualified:

Each of the nominees is currently a director of Amazon.com, Inc. and has been elected to hold office until the 2025 Annual Meeting or until his or her successor has been elected and qualified. The nominees were most recently elected at the 2024 Annual Meeting. Biographical and related information on each nominee is set forth below.

The Board expects that the twelve nominees will be available to serve as directors. However, if any of them should be unwilling or unable to serve, the Board may decrease the size of the Board or may designate substitute nominees, and the proxies will be voted in favor of any such substitute nominees.

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BOARD OF DIRECTORS INFORMATION

In evaluating the nominees for the Board of Directors, the Board and the Nominating and Corporate Governance Committee take into account the qualities they seek for directors, and the directors’ individual qualifications, skills, expertise, and background in the context of the Company’s operations, so that collectively the Board operates as a diverse, engaged, and effective body to oversee and direct the Company’s management, operations, and strategy. Each of our director candidates possesses many skills and qualifications that enable them to effectively and productively contribute to the Board’s oversight of Amazon, and key aspects of their skills, qualifications, expertise, and background are discussed below in each biography and under “Board Composition.” When evaluating re-nomination of existing directors, the Committee also considers the nominees’ past and ongoing effectiveness on the Board, the Board’s current composition and succession planning, and the Company’s evolving business needs.

Biographical Information

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Board Composition

The Nominating and Corporate Governance Committee annually reviews the tenure, performance, and contributions of existing Board members to the extent they are candidates for re-election and considers all aspects of each candidate’s qualifications and skills in the context of the Company’s needs at that point in time. Among the qualifications and skills of a candidate considered important by the Nominating and Corporate Governance Committee are: a commitment to representing the long-term interests of shareholders; customer experience skills; Internet savvy; an inquisitive and objective perspective; the willingness to take appropriate risks; leadership ability; human capital management; personal and professional ethics, integrity, and values; practical wisdom and sound judgment; international business experience; and business and professional experience in fields such as retail, operations, technology, finance/accounting, product development, intellectual property, law, multimedia entertainment, and marketing. In evaluating director candidates’ time commitments, the Nominating and Corporate Governance Committee annually considers whether each candidate is in compliance with the limits on other public company board service contained in our Guidelines on Significant Corporate Governance Issues.

As stated in the Board of Directors Guidelines on Significant Corporate Governance Issues, the Nominating and Corporate Governance Committee seeks out candidates with a diversity of experience and perspectives. The Nominating and Corporate Governance Committee seeks to include, and has any search firm that it engages seek to include, women, individuals from underrepresented racial/ethnic groups, and individuals who identify as LGBTQ+ in the pool from which the Committee selects qualified director candidates. The Board assesses its effectiveness in this regard as part of its annual Board and director evaluation process. Currently, of our ten independent director nominees, four are women, three are from underrepresented racial/ethnic groups, and four have served for five years or less. Our Board’s composition also represents a balanced approach to director tenure, allowing the Board to benefit from the experience of longer-serving directors combined with fresh perspectives from newer directors (with two new directors on-boarding and one director leaving within the last three years). The tenure range of our director nominees is as follows:

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BOARD OF DIRECTORS INFORMATION

Board Skills and Characteristics

Each of our director nominees has substantial senior leadership experience needed to oversee a company of our size and scale, human capital management experience that is required to oversee our large, diverse, and talented workforces, and other relevant professional experience. Key skills, qualifications, and attributes of our director nominees include:

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Corporate Governance

Board Leadership

The Board is responsible for the control and direction of the Company. The Board represents the shareholders and its primary purpose is to build long-term shareholder value. The Chair of the Board is selected by the Board, and Jeff Bezos, our founder, currently serves as Executive Chair. The Board believes that this leadership structure is appropriate given Mr. Bezos’s role in founding Amazon and his significant ownership stake. The Board believes that this leadership structure improves the Board’s ability to focus on key policy and operational issues and helps the Company operate in the long-term interests of shareholders.

In addition, the independent directors on the Board have appointed a lead director from the Board’s independent directors, currently Jamie S. Gorelick, in order to promote independent leadership of the Board. The lead director presides over the executive sessions of the independent directors, chairs Board meetings in the Chair’s absence, works with management and the independent directors to approve agendas, schedules, information, and materials for Board meetings, and is available to engage directly with major shareholders where appropriate. In addition, the lead director confers from time to time with the Chair of the Board and the independent directors and reviews, as appropriate, the annual schedule of regular Board meetings and major Board meeting agenda topics. The guidance and direction provided by the lead director reinforce the Board’s independent oversight of management and contribute to communication among members of the Board.

Director Independence and Other Considerations

The Board has determined that the following directors are independent as defined by Nasdaq rules: Gen. Alexander, Ms. Cooper, Ms. Gorelick, Dr. Huttenlocher, Dr. Ng, Mrs. Nooyi, Mr. Rubinstein, Mr. Smith, Ms. Stonesifer, and Mr. Weeks. In addition, the Board determined that Judith A. McGrath, who served as a director until May 22, 2024, was independent during the time she served as a director. In assessing directors’ independence, the Board took into account certain transactions, relationships, and arrangements involving some of the directors and concluded that such transactions, relationships, and arrangements did not impair the independence of the director. For Ms. Stonesifer, the Board considered payments in the last three years in the ordinary course of business from Amazon to entities that publish The Washington Post, including during the period when Ms. Stonesifer served as interim Chief Executive Officer. For Mr. Weeks, the Board considered payments in the past three years in the ordinary course of business from the Company to Corning Incorporated or its affiliates. All such payments were not significant for any of these companies. In October 2023, IronNet, where Gen. Alexander served as Chief Executive Officer and President from July 2014 to July 2023, filed a voluntary petition for reorganization under the U.S. Bankruptcy Code.

Risk Oversight

As part of regular Board and committee meetings, the directors oversee executives’ management of risks relevant to the Company. While the full Board has overall responsibility for risk oversight, the Board has delegated responsibility related to certain risks to the Audit Committee, the Leadership Development and Compensation Committee, the Nominating and Corporate Governance Committee, and the Security Committee.

The Audit Committee is responsible for overseeing management of risks related to our financial statements and financial reporting process, assessment of risks related to business continuity and operational risks, the qualifications, independence, and performance of our independent auditors, the performance of our internal audit function, legal and regulatory matters, our compliance policies and procedures, tax planning and compliance, and political contributions and lobbying expenses.

The Leadership Development and Compensation Committee is responsible for overseeing management of risks related to succession planning and compensation for our executive officers and our overall compensation program, including our equity-based compensation plans, as well as risks related to other human capital management matters, including workplace health and safety, culture, diversity, discrimination, and harassment. The Nominating and Corporate Governance Committee is responsible for overseeing management of risks related to our sustainability and other environmental and corporate social responsibility practices, including risks related to our operations and our supply chain. In particular, the Nominating and Corporate Governance Committee and the Leadership Development and Compensation Committee oversee and receive

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regular reports from, and provide direction to, management on our strategies related to sustainability, human capital, health and safety, public policy, and diversity and inclusion.

The Security Committee oversees the Company’s policies and procedures for protecting the Company’s security infrastructure and for compliance with applicable data protection and security regulations, and related risks. The Security Committee receives reports regarding such risks from management, including our chief security officer, and reports to the Board at least annually. The Committee also oversees the Board’s response to any significant cybersecurity incidents. The Company requires employees with access to information systems, including all corporate employees, to undertake data protection and cybersecurity training and compliance programs annually.

The full Board regularly reviews reports from management on various aspects of our business, including related risks and tactics and strategies for addressing them. At least annually, the Board reviews our CEO succession planning as described in our Board of Directors Guidelines on Significant Corporate Governance Issues.

Corporate Governance Documents

Please visit our investor relations website at www.amazon.com/ir, “Corporate Governance,” for additional information on our corporate governance, including:

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our Amended and Restated Certificate of Incorporation and Bylaws;

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

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

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the Code of Business Conduct and Ethics; and

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our U.S. Political Engagement Policy and Statement.

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Sustainability Initiatives

We regularly publish information regarding our sustainability and other environmental, social, and human capital goals and initiatives on our website, including in our annual sustainability report. We also disclose our performance against the Sustainability Accounting Standards Board (“SASB”), the United Nations (“UN”) Sustainable Development Goals, the Task Force on Climate-related Financial Disclosures (“TCFD”), and the UN Guiding Principles on Business and Human Rights reporting frameworks. Key highlights from our website and our sustainability report include:

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The Climate Pledge and Carbon-Free Energy. In 2019, we co-founded The Climate Pledge, a goal to reach net-zero carbon emissions across our operations by 2040, a decade ahead of the Paris Agreement’s goal of 2050. We are proud that more than 550 companies across more than 55 industries and more than 45 countries have joined The Climate Pledge. As part of this commitment, we publish our carbon footprint and calculation methodology. In 2023, our absolute carbon emissions decreased by 3%, driven by an 11% reduction in emissions from electricity and a 5% decrease in indirect and supply chain emissions. Our carbon intensity decreased for the fifth consecutive year, down 13% from 2022 to 2023.

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Amazon also launched The Climate Pledge Fund in 2020 to support the advancement of sustainable technologies and services. This dedicated investment program—with an initial $2 billion in funding—specifically targets hard-to-abate sectors for investment, with the goal of supporting companies building breakthrough solutions that could eventually lower the overall cost to decarbonize Amazon and the broader industry. In addition, we established the Right Now Climate Fund, a $100 million fund to remove or avoid carbon emissions by restoring and conserving forests, wetlands, and grasslands around the world. In 2023, 100% of the electricity consumed by our global operations was matched with renewable energy sources—seven years ahead of our original 2030 goal. In 2024, we continued to be the world’s largest corporate

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purchaser of renewable energy—a position we have held since 2020. We are also decarbonizing our transportation network by deploying zero-emission vehicles, using low-carbon fuels, investing in emerging technologies, and collaborating with others to accelerate cross-sector innovation. We plan to deploy 100,000 electric delivery vans by 2030, with more than 20,000 on the road now.

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Circular Economy and Avoiding and Managing Waste. We are working to send less material to landfills and more back into the circular economy. Amazon is minimizing waste, including food waste and plastics, increasing recycling, and providing options for our customers to keep items in use longer through repair, refurbishment, resale as pre-owned, or recycling. We created our Ships in Product Packaging program to test and certify products that can ship safely in just their original manufacturers’ packaging—without an additional Amazon box, envelope, or bag. Since 2015, we have reduced the average per-shipment packaging weight by 43% and avoided more than 3 million metric tons of packaging material. We are improving the design and materials used for our packaging, reducing weight, using machine learning algorithms and AI models to identify optimal packaging type and size, and improving the composition of our plastic packaging to use less material and incorporate more recycled content. We have continued to take steps to reduce single-use plastics in our outbound packaging, and as of October 2024, we have removed all plastic air pillows from our delivery packaging used at our global fulfillment centers. Since 2021, we have disclosed the total metric tons of single-use plastic used across our global operations network to ship orders to customers and our reduction of average plastic packaging weight per shipment. We are also giving customers access to products that are more sustainable, including both Amazon-branded products and third-party items we offer that feature sustainability certifications through our Climate Pledge Friendly program.

​

•

Water and Other Natural Resources. We strive to use natural resources in a responsible way across our business and supply chain, while investing in conservation and restoration initiatives. For example, AWS has set a goal of being water positive by 2030—returning more water to communities than it uses in direct operations. We aim to achieve this by improving water use effectiveness, using more sustainable sources such as recycled water and harvested rainwater, reusing cooling water in communities, and delivering water replenishment. At the end of 2023, AWS was more than 40% of the way toward achieving its water positive goal (based on measuring reused water and water from replenishment projects versus total water withdrawal net of water from sustainable sources).

​

•

Investing in Our Communities. Amazon supports our communities by providing access to food and basic needs, supporting disaster relief and response efforts, and investing in access to computer science education, skills, and training. Amazon’s $3.6 billion Housing Equity Fund provides low-rate loans and grants to create and preserve affordable homes for individuals and families earning moderate to low incomes in our three hometown communities—Washington state’s Puget Sound region; the Arlington, Virginia/National Capital region; and Nashville, Tennessee. The Amazon Housing Equity Fund has had a significant, positive impact on rental affordability in communities Amazon calls home, with over $2.2 billion in loans and grants committed. These commitments have created or preserved over 21,000 affordable homes and supported more than 46,000 residents.

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•

Human Rights. Our commitment and approach to human rights are informed by leading international standards and frameworks developed by the UN and the International Labour Organization (“ILO”). Amazon is committed to respecting and supporting the UN Guiding Principles on Business and Human Rights, the UN Universal Declaration of Human Rights, the Core Conventions of the ILO, and the ILO Declaration on Fundamental Principles and Rights at Work. We have codified our commitment to human rights in our Amazon Global Human Rights Principles. We also publish Supply Chain Standards, which detail the requirements and expectations for our suppliers, their supply chains, and selling partners who list products in our stores, and which are grounded in principles of inclusivity, continuous improvement, and supply chain accountability. We focus our supply chain efforts on six priority commitment areas: safe and healthy workplaces, gender equity, fair wages, responsible recruitment and freely chosen employment, environmental protection, and access to effective grievance mechanisms. In addition, as we continue to improve and expand our human rights due diligence practices, we leverage human rights assessment methodologies to identify and mitigate human rights risks. These assessments help us understand causes of systemic issues, enhance ongoing engagement with critical stakeholders, implement the correct risk-based mitigation measures, and refine strategies for ongoing risk management across our supply chain. For example, in 2023, we conducted a human rights saliency assessment for Amazon Private Brands to better understand priority human rights risks across our products and how to best address them.

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•

Human Capital. We support our employees through initiatives focusing on workplace health and safety, investments in benefits and opportunities, and employee engagement, and we publish information about our innovations in worker safety and key safety metrics. Our goal is to be the safest workplace within the industries in which we operate. Since 2019, we have invested more than $2 billion in safety efforts, including new technologies and programs to protect our employees,

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2025 Proxy Statement       19​

BOARD OF DIRECTORS INFORMATION

and in 2025, we have allocated hundreds of millions of dollars in safety investments across our operations. In the United States, we invested $2.2 billion in 2024 toward pay and benefits increases for our front-line employees across our customer fulfillment and transportation network, bringing the average base wage for those roles to more than $22 per hour, more than triple the federal minimum wage. In addition, our average total compensation for front-line employees, including the value of elected benefits, is more than $29 per hour. Benefits include health care, a 401(k) plan with a Company match, flexible work hours, and up to 20 weeks of paid pregnancy/parental leave (six weeks for eligible supporting parents). We are also empowering our employees to build the skills they need to remain competitive, grow their careers, and move into higher-paying roles. In 2023, we achieved our goal to invest $1.2 billion to provide prepaid education and technical skills training to over 300,000 of our U.S. employees by 2025—with over 350,000 U.S. employees participating in our upskilling programs.

•

Inclusive Experiences. We are committed to creating a diverse and inclusive company with equal opportunity for all, helping us build the best range of products and services for our broad customer base. This drives our commitment to equitable and inclusive employment and business opportunities. Our employee-led groups, which engage employees around the world, foster a sense of belonging and create connections to our local communities. In 2021, we pledged to hire 100,000 veterans and military spouses worldwide by 2024, and in January 2024, we exceeded that goal. We are committed to compensating our employees fairly and equitably and publish details on gender and racial/ethnic group pay statistics. When evaluating 2024 compensation, our reported data demonstrates that women globally and in the United States earned 99.9 cents for every dollar that men earned performing comparable jobs, and racial/ethnic minorities in the United States earned 99.4 cents for every dollar that white employees earned performing comparable jobs.

​

These ambitious and impactful goals and initiatives build on Amazon’s long-term commitment to sustainability, as well as our commitment to supporting our employees, partners in our supply chain, and our communities. These are just some examples of the many sustainability and other environmental, social, and human capital initiatives we have underway, as we seek to constantly invent across the Company. We encourage you to learn more about these initiatives and our progress towards meeting our goals by reviewing our reports, policies, and commitments, many of which are available at www.aboutamazon.com/about-us/amazon-reports.

Shareholder Engagement

We believe that effective corporate governance includes year-round engagement with our shareholders. Our shareholder engagement team includes employees whose full-time, year-round responsibilities include engaging with our investors, communicating with management and directly with our Board members to inform them on topics discussed and feedback received in the course of their engagement meetings, and coordinating and promoting the effectiveness of direct shareholder engagement meetings that our directors participate in. We meet regularly with our shareholders, including both large and small investors, to discuss business strategy, performance, compensation philosophy, corporate governance, and environmental and social topics. In a typical year, we will engage with dozens of shareholders, including our largest shareholders, two or more times a year. This outreach is complementary to the hundreds of touchpoints our Investor Relations team has with shareholders each year. We find it beneficial to have ongoing dialogue with our shareholders throughout the year on a full range of investor priorities (instead of engaging with shareholders only prior to our annual meeting on issues to be voted on in the proxy statement). Depending on the circumstance, our lead director or another independent director engage in these conversations with shareholders as well.

Since the beginning of 2024, we have engaged with 70 of our 100 largest unaffiliated shareholders, as well as with numerous other shareholders. Our lead independent director, the Chair of the Nominating and Corporate Governance Committee, or the Chair of the Leadership Development and Compensation Committee participated in meetings with shareholders owning more than 25% of our stock, including one-on-one or small group meetings with most of our 20 largest shareholders. In addition, the Board and Board committees receive a number of letters from investors, and our directors review our responses to such correspondence and provide direction as necessary. Our direct engagement with shareholders helps us better understand our shareholders’ priorities, perspectives, and areas of concern, while giving us an opportunity to elaborate on our many initiatives and practices and to address the extent to which various aspects of these matters are (or are not) significant given the scope and nature of our operations and our existing practices. We take insights from this feedback into consideration and regularly share them with our Board as we review and evolve our practices and disclosures.

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BOARD OF DIRECTORS INFORMATION​

Board Meetings and Committees

The Board meets regularly during the year, and holds special meetings and acts by unanimous written consent whenever circumstances require. During 2024, there were 5 meetings of the Board. All incumbent directors attended at least 75% of the aggregate of the meetings of the Board and committees on which they served occurring during 2024. All directors then serving attended the 2024 Annual Meeting of Shareholders. In addition, during 2024, the Board participated in regularly scheduled teleconference discussions on various topics, generally on a monthly basis.

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

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  Executive Chair

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  Committee Chair

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  Lead Independent Director

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The functions performed by these Committees are summarized below.

Audit Committee

The Audit Committee represents and assists the Board in fulfilling its oversight responsibility relating to our financial statements and financial reporting process, assessment of risks related to business continuity and operational risks, the qualifications, independence, and performance of our independent auditors, the performance of our internal audit function, legal and regulatory matters, our compliance policies and procedures, tax planning and compliance, and policies, procedures, and reports on political contributions and lobbying expenses. The Board has designated each of Messrs. Smith and Weeks and Mrs. Nooyi as an Audit Committee Financial Expert, as defined by Securities and Exchange Commission (“SEC”) rules.

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BOARD OF DIRECTORS INFORMATION

Leadership Development and Compensation Committee

The Leadership Development and Compensation Committee evaluates our programs and practices relating to talent and leadership development, reviews and establishes compensation of the Company’s executive officers, oversees management of risks for succession planning and our overall compensation program, including our equity-based compensation plans, and oversees the Company’s strategies and policies related to human capital management, all with a view towards maximizing long-term shareholder value. The Committee may engage compensation consultants but did not do so in 2024, and during 2024 reviewed and discussed peer company compensation benchmarking and surveys prepared by management and by a consulting firm hired by management to provide survey data. The Committee oversees the Company’s Code of Business Conduct and Ethics with respect to compliance with, and reports pursuant to, the Company’s workplace non-discrimination and anti-harassment policies. Additional information on the Committee’s processes and procedures for considering and determining executive compensation is contained in the Compensation Discussion and Analysis section of this Proxy Statement.

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BOARD OF DIRECTORS INFORMATION​

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee reviews and assesses the composition and compensation of the Board, assists in identifying potential new candidates for director, recommends candidates for election as director, and oversees the Company’s sustainability, corporate social responsibility, and corporate governance policies and initiatives. The Nominating and Corporate Governance Committee also recommends to the Board compensation for newly elected directors and reviews director compensation as necessary.

Security Committee

The Security Committee oversees the Company’s policies and procedures for protecting the Company’s security infrastructure and for compliance with applicable data protection and security regulations, and related risks. The Security Committee receives reports regarding such risks from management, including our chief security officer, and reports to the Board at least annually. The Committee also oversees the Board’s response to any significant cybersecurity incidents.

Director Nominations

The Nominating and Corporate Governance Committee considers candidates for director who are recommended by its members, by other Board members, by shareholders, and by management, as well as those identified by a third-party search firm retained to assist in identifying and evaluating possible candidates. The Nominating and Corporate Governance Committee evaluates director candidates recommended by shareholders in the same way that it evaluates candidates recommended by its members, other members of the Board, or other persons, as described above under “Board Composition.”

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BOARD OF DIRECTORS INFORMATION

Shareholder Recommendations for Directors

Shareholders wishing to submit recommendations for director candidates for consideration by the Nominating and Corporate Governance Committee must provide the following information in writing to the attention of the Secretary of Amazon.com, Inc. by certified or registered mail:

•

the name, address, and biography of the candidate, and an indication of whether the candidate has expressed a willingness to serve;

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•

the name, address, and phone number of the shareholder or group of shareholders making the recommendation; and

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•

the number of shares of common stock beneficially owned by the shareholder or group of shareholders making the recommendation, the length of time held, and to the extent any shareholder is not a registered holder of such securities, proof of such ownership.

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To be considered by the Nominating and Corporate Governance Committee for the 2026 Annual Meeting of Shareholders, a director candidate recommendation must be received by the Secretary of Amazon.com, Inc. by December 11, 2025.

Our Bylaws provide a proxy access right for shareholders, pursuant to which a shareholder, or group of up to 20 shareholders, may include director nominees (representing up to 20% of the number of directors in office) in our proxy materials for annual meetings of our shareholders. To be eligible to utilize these proxy access provisions, the shareholder or group must have owned at least 3% of the aggregate of the issued and outstanding shares of our common stock continuously for at least the prior three years and must satisfy the additional eligibility, procedural, and disclosure requirements set forth in our Bylaws.

Compensation of Directors

Director Compensation Philosophy

Our directors do not receive cash compensation for their services as directors or as members of committees of the Board, but we pay reasonable expenses incurred for attending meetings. At the discretion of the Board, directors are eligible to receive stock-based awards under the 1997 Plan. Similar to compensation for our employees, the compensation for our Board members is aligned with long-term value creation because it consists solely of restricted stock unit awards that have three-year vesting periods. Likewise, because our compensation program is designed to promote long-term performance and operate over a period of years, directors typically do not receive stock-based awards every year, and instead have in the past received awards only once every three years. Our Board members’ compensation will be negatively impacted if our stock price declines and will be favorably impacted if the stock performs beyond the initial stock price at grant date. By not accepting cash compensation, only restricted stock unit awards, the Board sets a tone at the top that compensation should be based on long-term value creation.

2024 Stock Awards

Based on the Nominating and Corporate Governance Committee’s recommendation, the Board approved restricted stock unit awards for: (1) 5,952 shares to Dr. Ng on April 12, 2024, vesting in three equal annual installments on May 15, 2025, May 15, 2026, and May 15, 2027; (2) 6,126 shares to Ms. Cooper on September 11, 2024, vesting in three equal annual installments on November 15, 2025, November 15, 2026, and November 15, 2027; and (3) 5,448 shares to Mr. Weeks on November 20, 2024, vesting in three equal annual installments on February 15, 2026, February 15, 2027, and February 15, 2028. The awards were designed to provide approximately $355,000 in compensation annually, in each case based on an assumed value of the restricted stock units vesting in each year, which compensation represents the 50th percentile for annual director compensation among a group of peer companies. When determining the amount and vesting schedule for directors’ restricted stock unit awards, the Nominating and Corporate Governance Committee and Board have not varied awards based on specific committee service.

Each grant compensates for future performance, and no portion of a restricted stock unit award vests until the year after it is granted. If a director leaves the Board prior to a vest date for any reason, he or she will forfeit all or any portion of the restricted stock unit award that has not previously vested.

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BOARD OF DIRECTORS INFORMATION​

The following table sets forth for the year ended December 31, 2024 all compensation reportable for directors who served during 2024, as determined by SEC rules.

Director Compensation for 2024

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(1)

Stock awards are reported at aggregate grant date fair value as determined under applicable accounting standards. The grant date fair value for restricted stock units as reported in the table above is determined based on the number of shares granted multiplied by the average of the high and the low trading price of common stock of the Company on the grant date, without regard to the fact that the grants vest annually over three years. See Note 1, “Description of Business, Accounting Policies, and Supplemental Disclosures—Stock-Based Compensation,” in Item 8, “Financial Statements and Supplementary Data,” in our 2024 Annual Report on Form 10-K.

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(2)

Mr. Bezos and Mr. Jassy did not receive any compensation for their services as directors in addition to their compensation for services as executive officers.

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(3)

Gen. Alexander and Mr. Smith each held 5,210 unvested restricted stock units as of December 31, 2024.

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(4)

Ms. Cooper held 6,126 unvested restricted stock units as of December 31, 2024.

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(5)

Ms. Gorelick held 8,031 unvested restricted stock units as of December 31, 2024.

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(6)

Ms. Stonesifer, Dr. Huttenlocher, and Mr. Rubinstein each held 2,473 unvested restricted stock units as of December 31, 2024.

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(7)

Ms. McGrath, who ceased to serve as a director in May 2024, did not hold any unvested restricted stock units as of December 31, 2024.

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(8)

Dr. Ng held 5,952 unvested restricted stock units as of December 31, 2024.

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(9)

Mrs. Nooyi held 2,120 unvested restricted stock units as of December 31, 2024.

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(10)

Mr. Weeks held 7,348 unvested restricted stock units as of December 31, 2024.

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2025 Proxy Statement       25​

ITEM 2—RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS

Under the rules and regulations of the SEC and Nasdaq, the Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of our independent auditors. In addition, the Audit Committee considers the independence of our independent auditors and participates in the selection of the independent auditor’s lead engagement partner. The Audit Committee has appointed, and, as a matter of good corporate governance, is requesting ratification by the shareholders of the appointment of, the registered public accounting firm of Ernst & Young LLP (“E&Y”) to serve as independent auditors for the fiscal year ending December 31, 2025. E&Y has served as our independent auditor since 1996. The Audit Committee considered a number of factors in determining whether to re-engage E&Y as the Company’s independent registered public accounting firm, including the length of time the firm has served in this role, the firm’s professional qualifications and resources, the firm’s past performance, and the firm’s capabilities in handling the breadth and complexity of our business, as well as the potential impact of changing independent auditors.

The Board of Directors and the Audit Committee believe that the continued retention of E&Y as the Company’s independent auditor is in the best interests of the Company and its shareholders. If shareholders do not ratify the selection of E&Y, the Audit Committee will evaluate the shareholder vote when considering the selection of a registered public accounting firm for the audit engagement for the 2026 fiscal year. In addition, if shareholders ratify the selection of E&Y as independent auditors, the Audit Committee may nevertheless periodically request proposals from the major registered public accounting firms and as a result of such process may select E&Y or another registered public accounting firm as our independent auditors.

26

 

AUDITORS

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

Fee Information

The table below sets forth the aggregate audit fees billed and expected to be billed by E&Y for the indicated fiscal year and the fees billed and expected to be billed by E&Y for all other services rendered during the indicated fiscal year:

Audit Fees

Audit fees include the aggregate fees for the audit of our annual consolidated financial statements and internal controls, and the reviews of each of the quarterly consolidated financial statements included in our Forms 10-Q. These fees also include statutory and other audit work performed with respect to certain of our subsidiaries.

Audit-Related Fees

Audit-related fees include accounting advisory services related to the accounting treatment of transactions or events, including acquisitions, and to the adoption of new accounting standards, as well as additional procedures related to accounting records performed to comply with regulatory reporting requirements and providing certain attest reports, including for sustainability reporting.

Tax Fees

Tax fees, if any, include tax compliance services and assistance with tax audits.

All Other Fees

All other fees were for advisory services related to sustainability reporting and ISO compliance.

Pre-Approval Policies and Procedures

All of the fees described above were approved by the Audit Committee. The Audit Committee is responsible for overseeing the audit fee negotiations associated with the retention of E&Y to perform the audit of our annual consolidated financial statements and internal controls. The Audit Committee has adopted a pre-approval policy under which the Audit Committee approves in advance all audit and non-audit services to be performed by our independent auditors. As part of its pre-approval policy, the Audit Committee considers whether the provision of any proposed non-audit services is consistent with the SEC’s rules on auditor independence. In accordance with the pre-approval policy, the Audit Committee has pre-approved certain specified audit and non-audit services to be provided by E&Y if they are initiated within 18 months after the date of the pre-approval (or within such other period from the date of pre-approval as may be provided). If there are any additional

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AUDITORS

services to be provided, a request for pre-approval must be submitted by management to the Audit Committee for its consideration under the policy. Finally, in accordance with the pre-approval policy, the Audit Committee has delegated pre-approval authority to each of its members. Any member who exercises this authority must report any pre-approval decisions to the Audit Committee at its next meeting.

Audit Committee Report

The Audit Committee is composed solely of independent directors meeting the applicable requirements of the Nasdaq rules. The Audit Committee reviews the Company’s financial reporting process on behalf of the Board. Management has the primary responsibility for establishing and maintaining adequate internal control over financial reporting, for preparing the financial statements, and for the reporting process. The Audit Committee members do not serve as professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management and the independent registered public accounting firm. The Company’s independent auditors are engaged to audit and report on the conformity of the Company’s financial statements to accounting principles generally accepted in the United States and the effectiveness of the Company’s internal control over financial reporting.

In this context, the Audit Committee reviewed and discussed with management and the independent auditors the audited financial statements for the year ended December 31, 2024 (the “Audited Financial Statements”), management’s assessment of the effectiveness of the Company’s internal control over financial reporting, and the independent auditors’ evaluation of the Company’s system of internal control over financial reporting. The Audit Committee has discussed with Ernst & Young LLP, the Company’s independent auditors, the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the Securities and Exchange Commission. In addition, the Audit Committee has received the written disclosures and the letter from the independent auditors required by applicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence, and has discussed with the independent auditors the independent auditors’ independence.

Based upon the reviews and discussions referred to above, the Audit Committee recommended to the Board that the Audited Financial Statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, for filing with the Securities and Exchange Commission.

The Audit Committee

Indra K. Nooyi
Brad D. Smith
Wendell P. Weeks

28

 

ITEM 3—ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

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

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

We believe our executive compensation program works well for our employees and for our shareholders. For example, as of the end of 2024, our stock price had increased approximately 9,807% over twenty years (a compound annual growth rate of 26%), 1,314% over ten years, and 137% over five years. This does not mean that our stock price increased on a year-over-year basis each of these years; for example, in 2014, our stock declined by 22%, and in 2022, our stock declined by 50%.

Our 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. For example, due to our stock price performance, our CEO’s 2024 realized compensation increased by 37% from 2023 while his 2023 realized compensation decreased by 12% from 2022, showing the alignment between our executive compensation program and our shareholder returns.

In addition, 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. 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.

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

This item is being presented pursuant to Section 14A of the Securities Exchange Act of 1934, as amended. After the 2025 Annual Meeting, our next advisory vote on executive compensation will occur at our 2026 Annual Meeting of Shareholders. Although this advisory vote is not binding, the Leadership Development and Compensation Committee will consider the voting results when evaluating our executive compensation program.

2025 Proxy Statement       29​

 

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SHAREHOLDER PROPOSALS

We believe strongly that we can conduct our business in ways that support long-term shareholder value by supporting our environment and communities around the globe. We begin each day with a determination to make better, do better, and be better for our customers, our employees, our partners, and the world at large. The discussion above under “Corporate Governance—Sustainability Initiatives” describes some of the many sustainability and other environmental, social, and human capital initiatives we have underway, as we seek to constantly invent across the Company. These ambitious and impactful goals and initiatives build on Amazon’s long-term commitment to sustainability as well as our commitment to supporting our employees, partners in our supply chain, and our communities. We devote significant time and resources to enhancing transparency about these initiatives and our progress towards meeting our goals. We post reports and updates on these goals and initiatives as well as other reports, policies, and commitments on our website, many of which are also available at www.aboutamazon.com/about-us/amazon-reports:

Reports, Policies, and Commitments

We also value hearing from and engaging with our shareholders on these topics, as we believe that effective corporate governance includes year-round engagement with our shareholders. We meet regularly with both large and small investors throughout the year and engage in productive discussions regarding business strategy, performance, compensation philosophy, corporate governance, and environmental and social topics. Our lead independent director, the Chair of the Nominating and Corporate Governance Committee, or the Chair of the Leadership Development and Compensation Committee join many of these meetings. This direct engagement helps us better understand our shareholders’ priorities, perspectives, and areas of concern, while giving us an opportunity to elaborate on our many initiatives and practices and to address the extent to which various aspects of these matters are (or are not) significant given the scope and nature of our operations and our existing practices. We take insights from this feedback into consideration and regularly share them with our Board as we review and evolve our practices and disclosures.

We also receive a large number of shareholder proposals each year—18 or more in each of the past five years (and more than 170 in the last decade alone)—most of which relate to sustainability, environmental, workforce and human capital management, social, or governance issues. Each year, our Board, Company leaders, members of our legal, public policy, public

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SHAREHOLDER PROPOSALS

relations, investor relations, sustainability, inclusive experiences and technology, and other teams, subject matter experts throughout our business, and our external advisors devote countless hours and significant resources (including financial resources) to carefully considering, discussing, and addressing shareholder proposals. We have engaged directly with most shareholder proponents, before and/or after they have submitted a proposal, and carefully evaluate each proposal to assess the extent to which we already address the requested action. We also assess whether a proposal could be implemented in alignment with our existing principles, goals, and priorities, would be in the best interests of the Company as we weigh risks and opportunities, and would generate long-term shareholder value. When a proposal aligns with and supports these considerations, we may implement that proposal, although we may do so in a manner that is different than recommended in the proposal. Moreover, when a proposal is anticipated to receive or actually receives a significant level of support, we seek feedback on the topic as part of our year-round engagement with our shareholders.

For each shareholder proposal that we receive, we craft thorough and detailed responses and engage with numerous internal and external stakeholders to share our views and receive their feedback. Most of these proposals request that we prepare a report, adopt a policy, undertake a review, or take some other particular action. In many cases, we already support the initiatives and have addressed the concerns raised in such proposals. However, we often oppose these proposals, especially the many proposals that largely repeat prior years’ proposals, as they do not take into account the actions we already are taking or have taken that we believe resolve or mitigate the underlying concerns of a proposal, the decisions we have made in prioritizing our initiatives, or the unique and evolving nature of our operations. And in the vast majority of cases, we believe the costs of implementing the proposals significantly outweigh the benefits or the potential impact of speculative risks or concerns posited in the proposals, and that the proposals do not enhance or create shareholder value. We also may disagree with how a proposal seeks to dictate prescriptive or unrealistic detail in how we approach or report on the issue.

We also receive proposals from a subset of shareholders who appear to have objectives that are not aligned with investors’ and fiduciaries’ goal of enhancing the economic value of their investments, such as seeking publicity or fundraising for a particular issue or campaign, or for themselves or their organizations. These proposals, and proxy advisory firm commentary on them, often contain or repeat inaccurate or biased assertions regarding our operations, even when such inaccuracies or biases are highlighted to them, fail to evaluate or weigh the costs of implementation relative to the claimed benefits or risks that they address, or fail to acknowledge steps we have taken to address their issue. Some of these proposals are submitted year after year with little or no variance, or are revised slightly to avoid acknowledging actions we have taken that address the underlying concerns. Other proposals highlight a specific societal concern but may have little or nothing to do with our business or operations. We believe that the vast amount of time and financial resources that our Board, management, and business teams spend deliberating and addressing these proposals could be better spent focused on building our business, strengthening the existing and new initiatives we have underway, and creating long-term shareholder value.

Items 4 through 11 are the shareholder proposals that will be voted on at the Annual Meeting if properly presented by or on behalf of the shareholder proponent. Of the eight proposals, seven seek some form of report and two seek an independent, third-party assessment or study. In addition, four are repeat proposals that failed in prior years, and all eight are brought by proponents and/or representatives appointed by the shareholder who have previously submitted proposals at Amazon. As noted above, some of these proposals contain assertions that we believe are incorrect or that reflect a fundamental lack of understanding of how our business operates, and we have not attempted to refute all of the inaccuracies. We identify below each proposal the shareholder who is the proponent or, where applicable, the lead proponent, as well as any representative appointed by the shareholder, and will promptly provide each shareholder proponent’s name, address, and, to our knowledge, share ownership upon a shareholder’s oral or written request to the Corporate Secretary of Amazon.com, Inc. at Amazon.com, Inc., 410 Terry Avenue North, Seattle, Washington 98109.

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SHAREHOLDER PROPOSALS​

Beginning of Shareholder Proposal and Statement of Support:

Proposal seeking to codify the separation of Amazon’s Board Chair and CEO roles.

RESOLVED: Shareholders ask the Board to adopt a policy and amend the governance documents as necessary to require that the CEO and Board Chair positions remain separate (i.e. continue to be held by different people).

DEAR FELLOW SHAREHOLDERS:

Like the majority of S&P 500 companies, Amazon’s CEO and Board Chair roles are separated, with Andy Jassy serving as CEO and Jeff Bezos as Executive Chair.

The Board says this separation enhances its ability to focus on critical policy and operational issues, ultimately serving the long-term interests of shareholders.

Indeed, separating the roles of Board Chair and CEO creates clear and unambiguous lines of authority. And at companies that separate the roles, this strong counterbalancing structure allows the Board to focus on corporate governance and oversight and the CEO to focus on the company’s business.

The issue Amazon shareholders face is that the company hasn’t codified this separation into a policy, giving the Board the ability to freely combine the roles at any time, for any reason.

In fact, opposing a 2021 shareholder proposal regarding its leadership structure, Amazon’s Board expressed its desire to retain “flexibility to establish the leadership structure that it determines best supports its operations and the Company at a particular time.”

We certainly recognize and appreciate the need for flexibility but believe it must be framed by sound governance structure and practice. And codifying the separation of the CEO and Chair into policy would provide exactly that framework, demonstrating a strong, enduring commitment to shareholder interests and stable corporate governance.

With the positions currently separated, now would be an opportune time to do so. After all, an ounce of prevention is worth a pound of cure. And in an era of heightened scrutiny on corporate governance, this would reinforce Amazon’s dedication to shareholders and long-term value creation.

By adopting this policy, Amazon can continue its legacy of innovation and leadership while eliminating the risk that the Chair and CEO roles become combined. Thank you.

End of Shareholder Proposal and Statement of Support

Shareholder: The Accountability Board, Inc.

2025 Proxy Statement       33​

SHAREHOLDER PROPOSALS

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 Board believes that it is in our shareholders’ best interests to maintain our current governance guidelines and processes, which authorize the Board to establish the leadership structure that it determines best supports the Company at any given time. In contrast, the prescriptive approach set forth in this proposal, if implemented, 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, without regard to whatever circumstances exist at the time. In addition, in considering this proposal, the Board considered the fact that peer benchmarking data indicates the proposal’s requested policy is not common practice.

As the proposal notes, the roles of CEO and Chair of the Board are currently separate. However, since Amazon’s founding in 1994, the Board has implemented a variety of different leadership structures depending on what the Board determined appropriate at the time. Initially, Jeff Bezos served as Chair of the Board, but not CEO. From 1996 until Mr. Bezos stepped down as CEO in 2021, Mr. Bezos served as both CEO and Chair of the Board. In 2021, after careful consideration of the Board’s leadership structure and functions, the Board determined it to be in the best interests of the Company and its shareholders to separate the roles of CEO and Chair of the Board, and for Mr. Bezos to serve as Executive Chair of the Board. In addition, since 2010, the independent directors on the Board have appointed a lead independent director, who is empowered to play an important role in the Board’s leadership. In light of our success through these various leadership structures, the Board believes that shareholders are better served by the Board retaining the ability to adapt to our evolving needs and implement the optimal leadership structure at any given time.

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

The proposal objects to the Board’s ability to “freely combine the roles [of CEO and Chair] at any time, for any reason.” However, under Delaware corporate law, our Board must act in the best interests of the Company and its shareholders, including when making decisions regarding board leadership. Therefore, concerns about the Board carelessly changing our leadership structure without sufficient reasons are unfounded. Instead, consistent with our directors’ fiduciary duty to routinely evaluate and determine the most appropriate leadership structure for Amazon and our shareholders, our governance guidelines and processes authorize the Board to determine on a case-by-case basis the most effective leadership structure for the Company. This approach acknowledges that the Board is best positioned to evaluate and establish the leadership structure that will allow it to operate most effectively in light of the composition of the Board, the strengths and demands upon our leadership team, and the strategic goals, opportunities, and challenges facing the Company.

Implementing the proposal would not change our leadership structure or further enhance the independent oversight the Board already exercises. Our current leadership structure, which has the support of all of the independent directors on the Board, consists of an Executive Chair, who as the proposal notes is not also the CEO, and a lead independent director, who is elected by the independent directors. The lead director presides over the executive sessions of the independent directors, chairs Board meetings in the Chair’s absence, works with management and the independent directors to approve agendas, schedules, information, and materials for Board meetings, and is available to engage directly with major shareholders where appropriate. In addition, the lead director confers from time to time with the Chair of the Board and the independent

34

 

SHAREHOLDER PROPOSALS​

directors and reviews, as appropriate, the annual schedule of regular Board meetings and major Board meeting agenda topics. The guidance and direction provided by the lead director reinforce the Board’s independent oversight of management and contribute to communication among members of the Board.

In addition, our existing corporate governance practices reinforce the Board’s alignment with, and accountability to, shareholders. The Board’s committee charters delineate the significant authority and responsibilities of the Board committees, and the Board as well as its committees can retain outside advisors to assist in the performance of their duties. Other current governance practices include annual election of directors, majority voting for each director, proxy access, an annual director evaluation process, shareholders’ right to call special meetings at which they can nominate director candidates or propose other business, shareholders’ ability to submit names of director candidates directly to the Board for consideration, and shareholders’ ability to communicate directly with the Board in the manner described in our Board of Directors Guidelines on Significant Corporate Governance Issues.1

For the foregoing reasons, the Board recommends that shareholders vote against this proposal.

Beginning of Shareholder Proposal and Statement of Support:

Respect Civil Liberties in Advertising Services

Supporting Statement

Amazon is a global brand with immense influence and ad-buying power. It should be advertising in ways that support its competitive interests and build its reputation for serving its diverse customers.

But recent reports have shown that Amazon colluded1 with the world’s largest advertising buyers, agencies, industry associations, and social media platforms through the Global Alliance for Responsible Media1 to demonetize platforms, podcasts, news outlets, and others for expressing disfavored political and religious viewpoints.

A product of the World Federation of Advertisers, GARM was formed in 2019 and quickly amassed tremendous market power. WFA members represent about 90% of global advertising, spending nearly a trillion dollars annually.2

GARM’s express mission was to “do more to address harmful and misleading media environments,” specifically “hate speech, bullying and disinformation,” all under the guise of  “brand safety.”3 GARM leader Rob Rakowitz explained that the “whole issue bubbling beneath the surface” of the advertising industry and digital platforms is the “extreme global interpretation of the US Constitution.”4

GARM graded platforms on how much they censored using the above terms as well as terms like “insensitive” or “irresponsible” treatment of  “debated sensitive social issues.”5 The 2024 Viewpoint Diversity Business Index6 found that 76% of the largest tech and finance companies have similarly vague and subjective terms. These terms encourage companies—and activists like GARM—to restrict service for arbitrary and discriminatory reasons and let them avoid accountability by hiding censorship behind vague and shifting standards.

For its part, GARM promoted hyper-partisan and censorial groups like the Global Disinformation Index and NewsGuard, which smear many mainstream outlets as “disinformation.”7 GARM threatened Spotify because Joe Rogan promoted views it disagreed with on COVID-19. And it infamously boycotted X because Elon Musk loosened some of the platform’s censorship restrictions.8

1

See Guidelines on Significant Corporate Governance Issues, available at
https://ir.aboutamazon.com/corporate-governance/documents-and-charters/guidelines-on-significant-corporate-governance-issues/default.aspx.

​

2025 Proxy Statement       35​

SHAREHOLDER PROPOSALS

GARM disbanded shortly after public pressure and a lawsuit from X in 2024,9 which ironically evinces how brand-damaging these practices are. But these censorious practices are still prevalent. Many of the “Big Six” advertising agencies that were all a part of GARM, for example, maintain similar policies.10

These policies and Amazon’s actions create legal exposure under antitrust and anti-discrimination laws.

Amazon needs to rebuild trust by providing transparency around these policies and practices. This will assure customers, shareholders, and others that it is protecting, not targeting, free speech and religious freedom.

Resolved: Shareholders request the Board of Directors of Amazon.com, Inc. conduct an evaluation and issue a report within the next year, at reasonable cost and excluding proprietary information and confidential information, evaluating how it oversees risks related to discrimination against ad buyers and sellers based on their political or religious status or views.

1

https://1792exchange.com/spotlight-reports/corporate-bias-ratings/

​

2

https://dw-wp-production.imgix.net/2024/07/2024-07-10-GARMs-Harm-How-the-Worlds-Biggest-Brands-Seek-to-Control-Online-Speech.pdf

​

3

https://wfanet.org/knowledge/item/2019/06/18/Global-Alliance-for-Responsible-Media-launches-to-address-digital-safety

​

4

https://dw-wp-production.imgix.net/2024/07/2024-07-10-GARMs-Harm-How-the-Worlds-Biggest-Brands-Seek-to-Control-Online-Speech.pdf

​

5

https://wfanet.org/knowledge/item/2023/08/23/New-insights-on-platform-safety-trends-through-GARMs-latest-measurement-report

​

6

https://viewpointdiversityscore.org/business-index

​

7

https://dw-wp-production.imgix.net/2024/07/2024-07-10-GARMs-Harm-How-the-Worlds-Biggest-Brands-Seek-to-Control-Online-Speech.pdf

​

8

https://foundationforfreedomonline.com/censorship-industry-garm-members-receive-billions-in-federal-contracts/

​

9

https://www.nytimes.com/2024/08/08/technology/elon-musk-x-advertisers-boycott.html

​

10

https://foundationforfreedomonline.com/censorship-industry-garm-members-receive-billions-in-federal-contracts/

​

End of Shareholder Proposal and Statement of Support

Shareholder: Oklahoma Tobacco Settlement Endowment Trust, represented by Bowyer Research

Our Goal in Designing Our Advertising Policies Is for Our Customers to Experience Relevant and Useful Ads, and We Seek to Reach Customers Wherever They Are Through Our Advertising

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 serve customers, advertisers, and publishers that reflect a very broad range of viewpoints, and we take seriously our commitment to respect people from all backgrounds, which is an enduring value for us.

36

 

SHAREHOLDER PROPOSALS​

We Have Robust Board Oversight and Risk Management Processes

In addition to the policies and practices described above, we have robust risk management processes to protect against risks to the Company. 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 our operations and engagement with customers, suppliers, and communities;2 and the Audit Committee oversees, among other things, our risk assessment and risk management policies, including management of operational risks.3

In light of our existing advertising policies and practices and our robust risk management processes and board oversight, the Board recommends that shareholders vote against this proposal.

Beginning of Shareholder Proposal and Statement of Support:

WHEREAS: The Intergovernmental Panel on Climate Change reports that immediate and significant emissions reductions are required of all market sectors to stave off the worst consequences of climate change.1 In response to this climate crisis, investors are seeking transparent climate-related risk disclosures from companies, including greenhouse gas (GHG) emissions disclosures, to inform their investment decision-making.2

For most retailers, Scope 3 product-related value chain activities are the largest source of emissions.3 Product-related value chain emissions include “all the emissions generated to make the products that retailers sell (upstream emissions) and the emissions that customers create by using and ultimately disposing of the products that they purchase (downstream emissions).”4 Because they constitute a significant portion of retailers’ total emissions, meaningful efforts by retailers to reduce their contribution to systemic climate risk must address these product-related emissions.

Amazon does not meet this standard. It discloses product-related value chain GHG emissions only for its private label (i.e., Amazon-branded) products.5 However, Amazon states that “private brands sales represent only about 1% of our total sales.”6 Amazon therefore fails to disclose material emissions associated with 99% of the products sold on its retail platform.

Under the Greenhouse Gas Protocol, retail companies should count the emissions associated with all relevant products sold across the Company’s product portfolio.7 Peers Target and Walmart each disclose emissions from all product sales, not just their private label products.8 Disclosing the GHG emissions associated with only a fraction of a retailer’s product sales, as Amazon does, risks providing a misleading impression of the retailer’s total emissions and its exposure to climate-related risk.

By expanding disclosures to cover emissions from all of Amazon’s retail products – defined by the Company’s most recent 10-K as sales for which Amazon is the seller of record – the Company can mitigate risk across its product portfolio and demonstrate that its actions are responsive to climate regulations approved by California and the European Union. Increased emissions disclosures will prepare Amazon for growing mandatory reporting requirements and carbon pricing via carbon border adjustment mechanisms. More complete Scope 3 reporting will reduce Amazon’s exposure to reputational risk, increase the legitimacy of its climate targets, and position the Company to be prepared for and to maximize benefits from climate-related opportunities.

2

See Nominating and Corporate Governance Committee Charter, available at
https://ir.aboutamazon.com/corporate-governance/documents-and-charters/nominating-and-corporate-governance-committee/default.aspx.

​

3

See Audit Committee Charter, available at https://ir.aboutamazon.com/corporate-governance/documents-and-charters/audit-committee/default.aspx.

​

2025 Proxy Statement       37​

SHAREHOLDER PROPOSALS

RESOLVED: Shareholders request that Amazon disclose all material Scope 3 greenhouse gas emissions associated with its retail sales.

1

https://www.ipcc.ch/report/ar6/syr/downloads/report/IPCC_AR6_SYR_FullVolume.pdf, p.20

​

2

https://www.sec.gov/files/33-11042-fact-sheet.pdf, p.1

​

3

https://nrf.com/blog/retailers-set-science-based-targets-address-climate-change

​

4

https://nrf.com/blog/retailers-set-science-based-targets-address-climate-change

​

5

https://sustainability.aboutamazon.com/2023-amazon-sustainability-report.pdf , p.11

​

6

https://www.congress.gov/116/meeting/house/110883/documents/HHRG-116-JU05-20200729-QFR052.pdf, p. 23-24

​

7

https://ghgprotocol.org/sites/default/files/2022-12/Chapter11.pdf, p.113

​

8

https://corporate.target.com/getmedia/e2d80340-eb9f-43a7-a84c-219280aa5ba4/2024-Sustainability-and-Governance-Report.pdf, p. 7, 12-14; https://corporate.walmart.com/content/dam/corporate/documents/esgreport/our-esg-priorities/2023%20CDP%20Climate%20Submission.pdf, p.65-71; https://revealnews.org/article/private-report-shows-how-amazon-drastically-undercounts-its-carbon-footprint/

​

End of Shareholder Proposal and Statement of Support

Shareholder: Longview Largecap 500 Index Fund

We Already Calculate and Report on Our Carbon Emissions, Including Scope 3 Activities, in a Manner Consistent with External Reporting Standards

Consistent with the GHG Protocol Corporate Standard, 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.4 We have disclosed a detailed description of the comprehensive methodology underlying our emissions calculations as part of the publication of our Sustainability Report since 2019. Our approach to quantifying our carbon footprint reflects the complexity of our business and allows us to identify the most significant contributors of carbon emissions across Amazon and prioritize carbon reduction activities that we control and that we believe will have the greatest impact on lowering our footprint.

We follow guidance from 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

4

See https://sustainability.aboutamazon.com/carbon-methodology.pdf.

​

38

 

SHAREHOLDER PROPOSALS​

parties, and we make the verification letters publicly available on our website.5 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. For example, our carbon footprint includes emissions from Amazon-branded product manufacturing, such as Echo devices, Kindle e-readers, and Amazon Basics. We also account for emissions resulting from shipping products to Amazon warehouses, between warehouses, and outbound to our customers’ homes, Amazon lockers, and other pickup points.6 In addition, many products purchased by customers are sold by third-party selling partners who control and may report their own carbon emissions accounting. For those products, we account for the emissions generated by their transportation to customers when it is performed or paid for by Amazon.

The GHG Protocol Corporate Standard in fact recognizes that companies typically will not report emissions for all Scope 3 activities, including as a result of applying the principles of relevance, completeness, consistency, transparency, and accuracy. As such, we believe our approach to reporting our GHG emissions provides useful and reliable information as opposed to the approach requested by the proposal of including emissions generated by the third-party manufacturing of all the products we sell. Furthermore, we believe our approach is consistent with commentary of several of our large institutional investors that have expressed reservations over mandatory and prescriptive Scope 3 emissions reporting (in contrast to Scope 1 and Scope 2 emissions reporting), including due to the inherent complexity in calculating these emissions, the inevitable double-counting of emissions across companies, and the lack of direct control companies have over these emissions. Moreover, the GHG Protocol Corporate Standard also notes that due to company discretion in calculating Scope 3 emissions, “Scope 3 may not lend itself well to comparisons across companies.”7 The U.S. Securities and Exchange Commission also publicly acknowledged challenges with the current reliability and robustness of Scope 3 data when it decided not to adopt mandatory Scope 3 emissions reporting requirements.8 Given these concerns relating to Scope 3 emissions reporting, we do not believe additional Scope 3 reporting beyond our current public reporting would be useful or meaningful for our investors or other stakeholders.

We are continuing to improve our capture of more precise data on emissions from our own operations, and develop new models in support of our goals to reduce carbon emissions faster and more efficiently. We are also engaging with our suppliers to help reduce emissions from activities beyond our direct operations. Our Supply Chain Standards set forth our expectation that suppliers track, document, and, upon request, report greenhouse gas emissions to us. We have identified a list of the highest-emitting suppliers directly supporting our operations, collectively contributing more than 50% of emissions to our Scope 3 footprint, and expect them to provide a plan for how they intend to decarbonize their operations. We will continue to support businesses that are committed to decarbonizing by providing products and tools to track emissions and help decrease them, and will prioritize working with suppliers who are committed to decarbonization and reaching net-zero carbon emissions. In addition, we launched our “Amazon Sustainability Exchange”—a free, publicly available website that democratizes our guidelines, playbooks, science models, and other resources to help other companies make meaningful progress toward net-zero carbon emissions.9

We Remain Focused on Reducing Our Carbon Emissions

In 2019, we co-founded The Climate Pledge—a goal to reach net-zero carbon emissions across our operations by 2040, 10 years ahead of the Paris Agreement. We are proud that more than 550 companies across more than 55 industries and more than 45 countries have joined The Climate Pledge.10 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 2023,11 demonstrating how we are working to decouple emissions growth from business growth. We also reached our goal to match 100% of the electricity consumed by our global operations with renewable energy in 2023 (seven years ahead of the scheduled 2030 goal). Our progress toward a net-zero carbon business will not be linear, and each year as our various businesses grow and

5

See https://sustainability.aboutamazon.com/2023-ghg-verification-scope-1-2.pdf and https://sustainability.aboutamazon.com/2023-ghg-verification-
scope-3.pdf.

​

6

See https://sustainability.aboutamazon.com/carbon-methodology.pdf.

​

7

See The Greenhouse Gas Protocol, A Corporate Accounting and Reporting Standard, at 29, available at https://ghgprotocol.org/sites/default/files/standards/​ghg-protocol-revised.pdf.

​

8

See The Enhancement and Standardization of Climate-Related Disclosures for Investors, SEC Release No. 34-99678, 256 (Mar. 26, 2024) (“[w]e are mindful of the potential burdens such a requirement could impose on registrants and other parties as well as questions about the current reliability and robustness of the data associated with Scope 3 emissions”).

​

9

See 2023 Amazon Sustainability Report at 13, available at https://sustainability.aboutamazon.com/2023-amazon-sustainability-report.pdf.

​

10

See https://www.aboutamazon.com/planet/climate-pledge.

​

11

See 2023 Amazon Sustainability Report at 11.

​

2025 Proxy Statement       39​

SHAREHOLDER PROPOSALS

evolve, we expect to produce different results. These results will be influenced by significant changes to our business, investments in growth, and meeting the needs of our customers. Through it all, we will remain steadfast as we invent, adapt, and will our way to meeting The Climate Pledge goal.

In light of our initiatives and programs addressing climate change and our current public reporting on carbon emissions, including Scope 3 emissions, the Board recommends that shareholders vote against this proposal.

Beginning of Shareholder Proposal and Statement of Support:

Report on Amazon’s climate commitments in context of data center growth

RESOLVED: Shareholders request that Amazon issue a report explaining how it will meet the climate change-related commitments it has made on greenhouse gas emissions, given the massively growing energy demand from artificial intelligence and data centers that Amazon is planning to build.

SUPPORTING STATEMENT:

Amazon plans massive data center expansion in the coming years – reportedly planning to spend almost $150 billion in the coming 15 years – anticipating a boom in artificial intelligence.1 Cloud computing is Amazon’s top source of profits,2 decisions related to data centers are vital to corporate strategy, and data center power poses particular risks. Data center power demand may more than double, from 1-2% of global power now to 3-4% by 2030 (though some analysis suggests a range of possible scenarios).3

Amazon has made high-profile climate commitments central to its corporate strategy. With its Climate Pledge, the company has committed to “net-zero carbon emissions by 2040” and “matching” 100% of the electricity it uses “with renewable energy by 2030”.4 Among the aims of the Pledge is “good jobs in green industries.”5

A number of factors raise concerns about Amazon’s ability to meet its climate commitments while expanding data centers for artificial intelligence. Can it achieve net-zero emissions by 2040? Amazon announced it has matched 100% of electricity used in 2023 with renewable energy; can it maintain this in future years given data center expansion plans?6

Utilities in a number of geographies are planning expansion of fossil power, or pushing back retirement dates, to meet data center demand. For example, Virginia has the world’s largest concentration of data centers, and Amazon Web Services “call[s] Virginia home”7. Utilities in the state are planning buildout of new gas plants to meet demand from data center growth. Utilities elsewhere are also keeping coal online to meet demand.8

As a central part of meeting energy demand going forward, Amazon has announced it will invest in small modular nuclear reactors – but these will not deliver power until the early 2030s, so they can not help meet Amazon’s growing power demands for the remainder of this decade.9

To meet its climate commitments, Amazon relies on renewable energy credits or certificates (RECs).10 But this approach faces new questions in the context of rapidly rising energy demand. For example, will the quantity of RECs purchased increase, and will a sufficient amount be available going forward? How will time and location of use change, and does growing demand impact additionality?

40

 

SHAREHOLDER PROPOSALS​

Amazon’s investors would benefit from analysis that explains how the company will tackle the above concerns.

1

https://www.bloomberg.com/news/articles/2024-03-28/amazon-bets-150-billion-on-data-centers-required-for-ai-boom

​

2

https://www.seattletimes.com/business/amazon/amazon-reports-13-5-billion-profit-in-second-quarter-driven-by-aws/

​

3

https://www.goldmansachs.com/insights/articles/AI-poised-to-drive-160-increase-in-power-demand, https://iea.blob.core.windows.net/assets/02b65de2-1939-47ee-8e8a-4f62c38c44b0/WorldEnergyOutlook2024.pdf

​

4

https://www.aboutamazon.com/planet/climate-pledge

​

5

https://www.theclimatepledge.com/us/en/History

​

6

https://www.aboutamazon.com/news/sustainability/amazon-renewable-energy-goal

​

7

https://www.vpm.org/news/2024-11-14/meta-google-amazon-dominion-energy-data-centers-virginia-power-demand, https://www.aboutamazon.com/​news/aws/aws-commitment-to-virginia

​

8

https://www.powermag.com/power-demand-from-data-centers-keeping-coal-fired-plants-online/​, https://www.washingtonpost.com/climate-environment/2024/11/19/ai-cop29-climate-data-centers/

​

9

https://www.aboutamazon.com/news/sustainability/amazon-nuclear-small-modular-reactor-net-carbon-zero, https://apnews.com/article/climate-data-centers-amazon-google-nuclear-energy-e404d52241f965e056a7c53e88abc91a

​

10

https://sustainability.aboutamazon.com/renewable-energy-methodology.pdf, https://sustainability.aboutamazon.com/2023-renewable-energy-assurance.pdf

​

End of Shareholder Proposal and Statement of Support

Shareholder: Emily Cunningham

We Remain Focused on Meeting Our Climate Goals, and We Already Provide Regular, Public Updates on Our Progress and Initiatives

In 2019, we co-founded The Climate Pledge—a goal to reach net-zero carbon emissions across our operations by 2040, 10 years ahead of the Paris Agreement.12 As part of The Climate Pledge, we already provide regular, public updates on our progress, initiatives, and work in pursuit of our net zero goals, including our efforts to reduce the carbon footprint of AI workloads and to make our new data centers more sustainable, as detailed further below. When we set our goals, we did so with the expectation that our operations would continue to grow. Our progress toward a net-zero carbon business will not be linear, and each year as our various businesses grow and evolve, we expect to produce different results. These results will be influenced by significant changes to our business, investments in growth, and meeting the needs of our customers. Our current public reporting already addresses the specific challenges highlighted by this proposal and makes the report requested in the proposal unnecessary.

12

See https://www.aboutamazon.com/planet/climate-pledge.

​

2025 Proxy Statement       41​

SHAREHOLDER PROPOSALS

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 2023,13 demonstrating how we are working to decouple emissions growth from business growth. We also reached our goal to match 100% of the electricity consumed by our global operations (including our data centers) with renewable energy in 2023, seven years ahead of the original target of 2030.14

We have more than 600 renewable energy projects all around the world, and the majority of the utility-scale projects we invest in connect to grids where we have operations, including our data center regions. Additionally, we have been the world’s largest corporate purchaser of renewable energy for five years running.15

We Have Made Great Progress and Are Continuing to Work at Increasing the Energy Efficiency of Our Data Centers

AWS is committed to innovating in every area of our global infrastructure to help increase efficiency and minimize environmental impact. We reached a global power usage effectiveness (“PUE”) rating for our data centers of 1.15 in 2023, with the best-performing site registering a PUE rating of 1.04 (a lower PUE indicates a more efficient data center, and a PUE score of 1.0 is perfect).16

We are focused on optimizing the performance and energy efficiency associated with running complex AI workloads. To optimize performance and energy consumption when running complex AI workloads like large language models, AWS has developed purpose-built silicon like the AWS Trainium chip and AWS Inferentia chip. These are designed to achieve significantly higher throughput than comparable accelerated compute instances, enabling AWS to more efficiently execute AI models at scale while reducing the carbon footprint for similar workloads and enhancing performance per watt of power consumption.17 In December 2024, we announced new data center components that are designed to support the next generation of AI innovation and customers’ evolving needs while creating data centers that are more energy efficient. These components will enable AWS to deliver 12% more compute power per site for customer workloads and will reduce the overall number of data centers needed to deliver the same amount of compute capacity.18 The components include more efficient cooling systems that are expected to reduce mechanical energy consumption by up to 46% compared to the previous design during peak cooling conditions, without increasing water usage on a per-megawatt basis.19

As AWS builds new data centers, we seek the optimal balance between energy and water use. AWS is increasing the use of free-air cooling systems that cool servers with outside air, which can help avoid the need for energy-intensive compressor-based cooling systems throughout much of the year.20 Even during peak summer temperatures, our data centers can utilize direct evaporative cooling, which uses water to cool the air and remove heat from servers, and AWS uses real-time data to adapt to weather conditions.21 Balancing our water and energy efficiency practices is one of the reasons why AWS, at the end of 2023, was more than 40% of the way toward meeting its goal of being water positive by 2030, returning more water to communities than it uses in its direct operations.22 Furthermore, in 2023, 100% of the electricity consumed by 22 AWS data center regions was matched with renewable energy sources, up from 19 regions in 2022.23

AWS also provides tools and guidance to its customers to enable them to promote efficiencies through their data management strategies. This includes keeping active “hot” data separate from inactive “cold” data sets using AWS’s fully managed storage services and assisting customers with optimizing their data replication processes by reducing replication size and throughput requirements, resulting in decreased energy consumption and carbon emissions.24

We Are Working to Reduce Carbon Emissions from Our Data Centers

In addition to increasing our energy efficiency, we are working to reduce the carbon emissions from our data centers. Our efforts include diversifying our energy portfolio with additional reliable carbon-free sources of energy, like nuclear power. In 2024, we also announced three new agreements to support the development of nuclear energy projects, including enabling the construction of several new small modular reactors (“SMRs”). SMRs are an advanced kind of nuclear reactor with a smaller

13

See 2023 Amazon Sustainability Report at 11, available at https://sustainability.aboutamazon.com/2023-amazon-sustainability-report.pdf.

​

14

See 2023 Amazon Sustainability Report at 24.

​

15

See https://www.aboutamazon.com/news/sustainability/amazon-renewable-energy-solar-wind-nuclear-climate-change.

​

16

See https://sustainability.aboutamazon.com/products-services/aws-cloud.

​

17

See https://www.aboutamazon.com/news/aws/aws-carbon-footprint-ai-workload.

​

18

See https://press.aboutamazon.com/2024/12/aws-announces-new-data-center-components-to-support-ai-innovation-and-further-improve-energy-efficiency.

​

19

See https://press.aboutamazon.com/2024/12/aws-announces-new-data-center-components-to-support-ai-innovation-and-further-improve-energy-efficiency.

​

20

See 2023 Amazon Sustainability Report at 19.

​

21

See 2023 Amazon Sustainability Report at 19; https://www.aboutamazon.com/news/aws/aws-carbon-footprint-ai-workload.

​

22

See 2023 Amazon Sustainability Report at 40.

​

23

See 2023 Amazon Sustainability Report at 26.

​

24

See https://www.aboutamazon.com/news/aws/aws-carbon-footprint-ai-workload.

​

42

 

SHAREHOLDER PROPOSALS​

physical footprint, allowing them to be built closer to the grid. They also have faster build times than traditional reactors, allowing them to come online sooner.25 Additionally, we are continuing our efforts to preserve existing nuclear reactors. For example, we have an agreement to co-locate one of our data center facilities next to a nuclear facility in Pennsylvania, which will directly power our data centers with carbon-free energy and help to preserve the existing nuclear reactor.26

We are also pursuing the use of renewable diesel fuel. Our new data center components announced in December 2024 include backup generators that can be powered by renewable diesel fuel, which can reduce greenhouse gas emissions by up to 90% over the fuel’s lifecycle when compared to fossil diesel fuel.27

Another way we are reducing carbon emissions in our data centers is by decreasing the embodied carbon associated with our infrastructure. In 2023, AWS built 36 data centers with lower-carbon concrete, an increase from 16 in 2022, and in 2024, AWS updated its design standards to require the use of concrete with 35% less embodied carbon than the industry average in new data centers around the world.28 In addition to using lower-carbon concrete, AWS has begun incorporating higher-strength structural steel into its data center structural designs, which has reduced steel content by 70 tons for each two-story data center and 137 tons for each three-story data center, and decreased emissions by 63 and 124 metric tons of carbon dioxide equivalent, respectively.29 In 2023, AWS built 31 data centers with lower-carbon steel, an increase from 10 in 2022.30 Using lower-carbon steel and concrete allowed AWS to avoid over 46,700 metric tons of carbon dioxide equivalent in 2023.31 We are also investing in lower-carbon concrete and steel technologies through the Climate Pledge Fund, which is a $2 billion venture investment program supporting the development of more sustainable technologies and services to enable us to meet our net-zero carbon goal.32

Finally, we aim to minimize waste from our data centers by enhancing our circular economy strategy. When we use equipment for as long as operationally efficient, we reduce the carbon footprint associated with manufacturing and using new hardware, while also avoiding unnecessary waste. Our re:Cycle Reverse Logistics hubs help recover our data center hardware and extend its life. As of December 2024, more than 99% of all AWS securely decommissioned racks that were sent to these hubs were diverted from landfills and have been reused by AWS, sold into the secondary market for reuse, or recycled. These hubs have enabled AWS to source 13% of spare parts from its own reuse inventory.33

In light of our progress and initiatives addressing climate change, including our work to increase the energy efficiency of and reduce carbon emissions from our data centers, and our current public reporting on these topics, we believe that the report requested in this proposal is unnecessary. Therefore, the Board recommends that shareholders vote against this proposal.

Beginning of Shareholder Proposal and Statement of Support:

RESOLVED: Stockholders urge the Board of Directors of Amazon.com, Inc. (the “Company”) to commission an independent, third-party assessment of the Board of Directors and its Board committee structure in providing oversight of human rights risks associated with Artificial Intelligence (“AI”). The assessment, prepared at reasonable cost and omitting legally privileged, confidential, or proprietary information, should be publicly disclosed on the Company’s website.

25

See https://www.aboutamazon.com/news/sustainability/amazon-nuclear-small-modular-reactor-net-carbon-zero.

​

26

See https://www.aboutamazon.com/news/sustainability/amazon-nuclear-small-modular-reactor-net-carbon-zero.

​

27

See https://press.aboutamazon.com/2024/12/aws-announces-new-data-center-components-to-support-ai-innovation-and-further-improve-energy-efficiency.

​

28

See 2023 Amazon Sustainability Report at 19.

​

29

See 2023 Amazon Sustainability Report at 19.

​

30

See 2023 Amazon Sustainability Report at 19.

​

31

See 2023 Amazon Sustainability Report at 19.

​

32

See https://www.aboutamazon.com/news/sustainability/aws-decarbonizing-construction-data-centers.

​

33

See https://www.aboutamazon.com/news/aws/aws-data-center-ai-circularity.

​

2025 Proxy Statement       43​

SHAREHOLDER PROPOSALS

SUPPORTING STATEMENT:

The development and deployment of AI technology has resulted in a range of human rights risks to employees, customers, communities and the public at large.1 In light of our Company’s leading role in the development and deployment of AI, we believe that our Company needs to ensure that its AI systems do not cause or contribute to violations of internationally recognized human rights. According to the United Nations’ High Commissioner for Human Rights:

AI has the potential to strengthen authoritarian governance. It can operate lethal autonomous weapons. It can form the basis for more powerful tools of societal control, surveillance, and censorship. Facial recognition systems, for example, can turn into mass surveillance of our public spaces, destroying any concept of privacy. AI systems that are used in the criminal justice system to predict future criminal behaviour have already been shown to reinforce discrimination and to undermine rights, including the presumption of innocence.2

For example, the use of AI to make human resource decisions may lead to unlawful employment discrimination. In 2018, our Company reportedly scrapped an experimental AI hiring tool that had taught itself that male candidates were preferable to female candidates.3 Military and police applications of AI technology can also raise human rights concerns. In 2021, our Company reportedly took over a Department of Defense contract for an AI system to analyze military drone footage after Google dropped the project due to protests by Google employees.4

While we appreciate the steps that our Company has taken to establish ethical guidelines for the responsible use of AI, we believe that an independent, third-party assessment of the Board of Directors oversight of human rights risks associated with AI will provide shareholders with transparency regarding the Company’s corporate governance procedures related to AI and may provide additional recommendations to strengthen the Company’s responsible AI policies.

For these reasons, we urge you to vote FOR this proposal.

1

United Nations Office of the High Commissioner for Human Rights, “Taxonomy of Human Rights Risks Connected to Generative AI,” November 2, 2023, https://www.ohchr.org/sites/default/files/documents/issues/business/b-tech/taxonomy-GenAI-Human-Rights-Harms.pdf; U.S. Department of State, “Risk Management Profile for Artificial Intelligence and Human Rights,” July 25, 2024, https://www.state.gov/risk-management-profile-for-ai-and-human-rights/.

​

2

United Nations Office of the High Commissioner for Human Rights, “Artificial intelligence Must Be Grounded In Human Rights, Says High Commissioner,” July 12, 2023, https://www.ohchr.org/en/statements/2023/07/artificial-intelligence-must-be-grounded-human-rights-says-high-commissioner.

​

3

Reuters, “Insight - Amazon Scraps Secret AI Recruiting Tool That Showed Bias Against Women,” October 11, 2018, https://www.reuters.com/article/us-amazon-com-jobs-automation-insight-idUSKCN1MK08G/.

​

4

Data Center Dynamics, “Amazon and Microsoft picked up $50m in US military drone surveillance contracts, following Google dropping Project Maven,” September 8, 2021, https://www.datacenterdynamics.com/en/news/amazon-and-microsoft-picked-up-50m-in-us-military-drone-surveillance-
contracts-following-google-dropping-project-maven/.

​

End of Shareholder Proposal and Statement of Support

Shareholder: AFL-CIO Equity Index Funds, represented by Segal Marco Advisors

44

 

SHAREHOLDER PROPOSALS​

We Are Committed to, and Are a Leader in, the Responsible Development and Use of AI

Our commitment to the responsible development and use of AI is backed by our actions. We have announced new tools, partnerships, scientific research, and testing to improve the safety, security, and transparency of our AI services and models34 and have described ways we are transforming responsible AI from theory into practice and promoting the safe and responsible development of AI as a force for good.35 Our work implementing responsible AI has continued to evolve as technology moves forward, and we remain dedicated to making our customers’ lives better while also establishing and implementing appropriate safeguards.

In addition, our commitment to responsible AI has eight core dimensions: (i) privacy and security (i.e., data and models should be appropriately obtained, used, and protected); (ii) safety (i.e., misuse and harmful system outputs should be deterred); (iii) fairness (i.e., results should be of consistent quality across different groups of stakeholders); (iv) veracity and robustness (i.e., the system should produce the correct outputs, even when it encounters unexpected or adversarial inputs); (v) explainability (i.e., system outputs should be explainable and understandable); (vi) controllability (i.e., the system should include mechanisms for monitoring and steering its behavior); (vii) governance (i.e., best practices should be incorporated into the AI supply chain, which includes both providers and deployers); and (viii) transparency (i.e., stakeholders should be able to make informed choices about their engagement with the AI system).36 For example, these dimensions inform design objectives that guide our decision-making during model development and help to align our human values in this space as we build our services, engage with customers, and drive innovation.

Our AWS Responsible AI Policy explicitly prohibits the use of AWS AI services, features, and functionality: (1) for intentional disinformation or deception; (2) to violate the privacy rights of others, including unlawful tracking, monitoring, and identification; (3) to depict a person’s voice or likeness without their consent or other appropriate rights, including unauthorized impersonation and non-consensual sexual imagery; (4) for harm or abuse of a minor, including grooming and child sexual exploitation; (5) to harass, harm, or encourage the harm of individuals or specific groups; (6) to intentionally circumvent safety filters and functionality or prompt models to act in a manner that violates our policies; or (7) to perform a lethal function

34

See https://aws.amazon.com/blogs/machine-learning/a-progress-update-on-our-commitment-to-safe-responsible-generative-ai/.

​

35

See https://aws.amazon.com/ai/responsible-ai/.

​

36

See https://www.amazon.science/blog/amazon-nova-and-our-commitment-to-responsible-ai.

​

2025 Proxy Statement       45​

SHAREHOLDER PROPOSALS

in a weapon without human authorization or control.37 In addition, the AWS Responsible AI Policy provides that customers using AI services to make consequential decisions impacting a person’s fundamental rights, health, or safety must evaluate the potential risks of their use cases and implement appropriate human oversight, testing, and other use case-specific safeguards to mitigate such risks.

We have launched numerous internal and external offerings, tools, and mechanisms that support responsible AI. For example, in April 2024, we announced the general availability of Guardrails for Amazon Bedrock and Model Evaluation in Amazon Bedrock to make it easier to introduce safeguards, prevent harmful content, and evaluate models against key safety and accuracy criteria.38 In July 2024, we launched contextual grounding check in Guardrails for Amazon Bedrock, which enables customers to detect hallucinations in model responses that are not grounded in enterprise data or are irrelevant to the users’ queries.39 Also in July, we announced an application programming interface (“API”) for Guardrails for Amazon Bedrock, which is designed to allow customers to apply standardized and consistent safeguards for all of their generative AI applications built using any self-managed (custom) or third-party foundation models, regardless of the underlying infrastructure. To help reduce the spread of disinformation, all images generated by Amazon Titan Image Generator contain an invisible watermark by default. Titan Image Generator is designed to be tamper-resistant, helping increase transparency around AI-generated content and reduce the spread of disinformation. We also introduced a new API preview in Amazon Bedrock that checks for the existence of this watermark and helps confirm whether an image was generated by Titan Image Generator.40 Further, in December 2024, we introduced Amazon Nova, a new family of foundation models built using reinforcement learning and supervised fine-tuning to align model behavior, as well as integrated safety measures and protections like guardrail models and image watermarking.41 We also provide resources such as AWS AI Service Cards, a form of transparency documentation that helps AWS customers understand AWS’ AI and machine learning services’ limitations and responsible AI best practices, so they can build their AI applications more safely and evaluate models against key safety and accuracy criteria.42

We also believe collaboration among companies, governments, researchers, and the AI community is critical to foster the development of AI that is safe, responsible, and trustworthy. To date, we have published or funded more than 500 research papers, studies, and scientific blogs on responsible AI.43 We closely collaborated with efforts such as the publication of a roadmap for AI policy from U.S. senators, the G7 AI Hiroshima Process Code of Conduct, and the AI Safety Summits in the UK and Seoul, and we committed to these important standards and frameworks that advance innovation and safety. In February 2024, Amazon joined the U.S. Artificial Intelligence Safety Institute Consortium, established by the National Institute of Standards and Technology (“NIST”), and in May 2024, we joined the Frontier Model Forum to help advance AI safety.44 Amazon is collaborating with NIST to establish a new measurement science to enable the identification of scalable, interoperable measurements and methodologies to promote development of trustworthy AI.45 Additionally, in November 2024, AWS became the first major cloud service provider to announce ISO/IEC 42001 accredited certification for AI services, covering Amazon Bedrock, Amazon Q Business, Amazon Textract, and Amazon Transcribe. ISO/IEC 42001 is an international management system standard that outlines requirements and controls for organizations to promote the responsible development of AI systems.46

Finally, as we navigate the transformative potential of these technologies, we believe that education is the foundation for realizing their benefits while mitigating risks. Amazon employees have spent tens of thousands of training hours since July 2023, covering a range of critical topics like risk assessments, as well as deep dives into complex considerations surrounding fairness, privacy, and model explainability. As part of Amazon’s “AI Ready” initiative to provide free AI skills

37

Available at https://aws.amazon.com/ai/responsible-ai/policy/.

​

38

See https://aws.amazon.com/blogs/machine-learning/a-progress-update-on-our-commitment-to-safe-responsible-generative-ai/.

​

39

See https://aws.amazon.com/blogs/aws/guardrails-for-amazon-bedrock-can-now-detect-hallucinations-and-safeguard-apps-built-using-custom-or-
third-party-fms/.

​

40

See https://aws.amazon.com/blogs/aws/amazon-titan-image-generator-and-watermark-detection-api-are-now-available-in-amazon-bedrock/.

​

41

See https://www.amazon.science/blog/amazon-nova-and-our-commitment-to-responsible-ai.

​

42

See https://aws.amazon.com/ai/responsible-ai/resources/.

​

43

See https://www.aboutamazon.com/news/policy-news-views/amazon-responsible-ai.

​

44

See https://aws.amazon.com/blogs/publicsector/responsible-ai-for-mission-based-organizations.

​

45

See https://www.aboutamazon.com/news/policy-news-views/amazon-joins-us-artificial-intelligence-safety-institute-to-advance-responsible-ai.

​

46

See https://aws.amazon.com/blogs/machine-learning/aws-achieves-iso-iec-420012023-artificial-intelligence-management-system-accredited-certification.

​

46

 

SHAREHOLDER PROPOSALS​

training to two million people globally by 2025, we have launched new free training courses about safe and responsible AI use on our digital learning centers.47

Our Board’s Composition and Board Committee Structure Already Provide Active, Informed, and Appropriate Oversight of Human Rights and Other Risks Associated with AI

We are committed to conducting our business in a lawful and responsible manner and have codified our commitment to human rights in our Amazon Global Human Rights Principles.48 Consistent with this, our current Board and Board committee structure already provides active, informed, and appropriate oversight of human rights and other risks, including those associated with AI.

Our Board includes directors with direct and deep knowledge of AI, technological innovation, risk management within a large and evolving corporation, and human rights considerations. The Board has had many presentations and active discussions on the role and implications of AI for the Company as well as for society, including reviews of our AI technologies as part of its oversight of various aspects of our business, related risks, and strategies for addressing them. In addition, the Nominating and Corporate Governance Committee charter specifically gives it responsibility for overseeing and monitoring the Company’s policies and initiatives relating to corporate social responsibility, including human rights and ethical business practices, and risks related to the Company’s operations and engagement with customers, suppliers, and communities.49 In this capacity, the Nominating and Corporate Governance Committee, which includes directors with experience in emerging technologies, human rights, and public policy, oversees and reviews human rights aspects of Amazon’s technologies, products, and services. These reviews focus on the actual operation and use of Amazon technologies, potential concerns and misuse that could arise from these technologies, and our actions to resolve or mitigate those risks and concerns. In fact, the Nominating and Corporate Governance Committee recently reviewed Amazon’s global approach to responsible AI development and AI governance.

Similarly, the charter for the Leadership Development and Compensation Committee, which includes directors with experience in human capital management, AI, and emerging technologies, specifically confirms that it is responsible for overseeing and monitoring our strategies and policies related to human capital management within our workforce, including with respect to policies on non-discrimination in employment, our workplace environment and safety, and corporate culture.50 The Audit Committee, which includes directors with experience in emerging technologies and risk management within large and evolving corporations, is responsible for overseeing our risk assessment and risk management policies.51 These committees regularly meet with, and receive updates from, management on Amazon’s policies, practices, and initiatives relating to the use of technology, including AI, across our operations.

Our existing Board composition and committee structure has supported and facilitated our management of risks associated with the development and use of a wide range of technologies, including AI and AI-related human rights and human capital risks. Moreover, our Board committees already responsible for particular types of risks—such as human rights or human capital risks—also have oversight responsibility for any additional risks associated with AI in those contexts. Our Board believes this is an effective oversight structure for us given the range of products and services that we provide to customers and the scope and variety of our operations.

This Proposal Is Substantially the Same as the Proposal Submitted Last Year by This Proponent and Rejected by Shareholders

Notably, 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. While this year’s iteration is framed as a request for a report, the thrust is the same: whether our Board is effectively overseeing risks associated with AI. Just as last year’s proposal requesting a separate Board committee to oversee risks solely relating to AI technology was redundant and inefficient, we believe that commissioning a third-party report on oversight requested by this year’s proposal would not be a prudent use of our resources or provide meaningful information to our shareholders and is unnecessary in light of our Board’s active engagement and experience with these topics. Given Amazon’s

47

See https://aws.amazon.com/blogs/machine-learning/a-progress-update-on-our-commitment-to-safe-responsible-generative-ai/.

​

48

See https://sustainability.aboutamazon.com/human-rights/principles.

​

49

See Nominating and Corporate Governance Committee Charter, available at https://ir.aboutamazon.com/corporate-governance/documents-and-charters/​nominating-and-corporate-governance-committee/default.aspx.

​

50

See Leadership Development and Compensation Committee Charter, available at https://ir.aboutamazon.com/corporate-governance/documents-and-charters/leadership-development-and-compensation-committee/default.aspx.

​

51

See Audit Committee Charter, available at https://ir.aboutamazon.com/corporate-governance/documents-and-charters/audit-committee/default.aspx.

​

2025 Proxy Statement       47​

SHAREHOLDER PROPOSALS

existing oversight mechanisms for addressing the specific risks raised in this proposal, our disclosure of the Board and its committees’ role and activities in overseeing these risks, and our commitment and transparency around responsibly addressing risks associated with AI, the Board recommends that shareholders vote against this proposal.

Beginning of Shareholder Proposal and Statement of Support:

WHEREAS: Without immediate and sustained new commitments throughout the plastics value chain, annual flows of plastics into oceans could nearly triple by 2040.1

The growing plastic pollution crisis poses increasing risks to Amazon. Corporations could face an annual financial risk of approximately $100 billion should governments require them to cover the waste management costs of packaging they produce.2 Governments around the world are increasingly enacting such policies, including five new state laws that impose fees on corporations for single-use plastic (SUP) packaging.3 The European Union has banned ten SUP pollutants and taxed some non-recycled plastic packaging.4 A French law requires 10% of packaging be reusable by 2027 and Portugal requires 30% reusable packaging by 2030.5 Additionally, consumer demand for sustainable packaging is increasing.6

Pew Charitable Trusts’ groundbreaking study, Breaking the Plastic Wave (“Pew Report”), concluded that improved recycling alone is insufficient to address plastic pollution—instead, recycling must be coupled with reductions in use, materials redesign, and substitution.7 The Pew Report finds that the greatest opportunity to reduce or eliminate plastic lies with flexible plastic packaging, often used for chips, sweets, and condiments among other uses, and virtually unrecyclable in America. With innovation, redesign, and substitution, 26 million metric tons of flexibles can be avoided globally.8

The Company markets more than 100 brands of consumer goods, food, and beverages, many of which are packaged in flexible plastic. Its Whole Foods subsidiary and Happy Belly brand sell numerous goods in flexible multi-layer packaging that cannot be routinely recycled. The Company is also notably absent from participation in the largest pre-competitive corporate initiative to address plastic pollution, the New Plastics Economy Global Commitment. Competitors, including Walmart and Target, have adopted goals to make plastic packaging recyclable, reusable, or compostable by 2025, while Amazon has not.

Our Company could avoid regulatory, environmental, and competitive risks by adopting a comprehensive approach to addressing flexible plastic packaging use at scale.

RESOLVED: Shareholders request that the Board issue a report, at reasonable expense and excluding proprietary information, describing how Amazon could address flexible plastic packaging in alignment with the findings of the Pew Report, or other authoritative sources, to reduce its contribution to plastic pollution.

SUPPORTING STATEMENT: The report should, at Board discretion:

•

Assess the reputational, financial, and operational risks associated with continuing to use non-recyclable plastic packaging while plastic pollution grows;

​

•

Evaluate actions to achieve fully recyclable packaging including elimination and accelerated research into innovative reusable substitution; and

​

•

Describe opportunities to pre-competitively work with peers to research and develop reusable packaging as an alternative to single-use packaging.

​

1

https://www.pewtrusts.org/-/media/assets/2020/10/breakingtheplasticwave_mainreport.pdf, p.4

​

2

https://www.pewtrusts.org/-/media/assets/2020/10/breakingtheplasticwave_mainreport.pdf, p.9

​

3

https://www.packworld.com/sustainable-packaging/recycling/article/22922253/ameripen-shares-key-lessons-from-early-epr-adopters

​

4

https://environment.ec.europa.eu/topics/plastics/single-use-plastics_en

​

48

 

SHAREHOLDER PROPOSALS​

5

https://www.greenpeace.org/international/story/51843/plastics-reuse-and-refill-laws

​

6

https://www.shorr.com/resources/blog/the-2022-sustainable-packaging-consumer-report/

​

7

https://www.pewtrusts.org/-/media/assets/2020/10/breakingtheplasticwave_mainreport.pdf, p.9

​

8

https://www.pewtrusts.org/-/media/assets/2020/10/breakingtheplasticwave_mainreport.pdf, p.51;
https://www.pewtrusts.org/-/media/assets/2020/10/breakingtheplasticwave_mainreport.pdf, p.51

​

End of Shareholder Proposal and Statement of Support

Shareholder: As You Sow Foundation Fund, represented by As You Sow

We Are Committed to Protecting the Planet and Recognize the Importance of Reducing Plastic Waste

We are committed to protecting the planet and recognize the importance of reducing plastic waste by promoting reusable and recyclable packaging. As described in more detail below, we have made progress in four primary areas in our efforts to reduce our use of plastics: (1) plastics for products we repackage for delivery, (2) plastics in packaging for products manufactured by other companies that we sell to our customers, (3) plastics in physical stores, primarily our grocery business, and (4) plastics in Amazon devices and our private label products.

In contrast to consumer-packaged goods companies, our greatest impact comes from reducing our use of plastic for products repackaged for delivery. To that end, we are rapidly making progress to significantly reduce our use of single-use plastic, including flexible plastic packaging. To measure our progress, we publicly report each year on the amount of single-use plastic being used across our global operations network to ship orders to customers.52

Products Repackaged for Delivery

We seek to increase recycling rates for Amazon packaging and strive to enable curbside recyclability where available. We also continue to take steps to reduce single-use plastics in our outbound packaging. Our average plastic packaging weight

52

See Amazon 2023 Sustainability Report at 32, available at https://sustainability.aboutamazon.com/2023-sustainability-report.pdf.

​

2025 Proxy Statement       49​

SHAREHOLDER PROPOSALS

per shipment decreased by 9% in 2023 across our global operations network, building on the over 17% reduction achieved in 2022.53 Since 2020, we have avoided the use of 80,500 metric tons of plastic packaging globally.54 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.

In cases where we cannot eliminate the packaging materials altogether, we are exploring replacing plastics with existing alternative material options that are more readily recyclable today, such as paper-based packaging. For example, as of October 2024, we have 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.55 In addition, during 2023, we continued to expand recyclable paper padded bag use across the U.S. and Canada, replacing 99.7% of harder-to-recycle padded bags that contain both plastic and paper. We have also 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. We implemented this in more than 20 fulfillment centers, helping us avoid more than 130 million plastic bags this year. During 2022, in Europe, we replaced our single-use plastic outbound packaging with 100% recyclable paper and cardboard packaging in our fulfillment network.

Products Manufactured by Other Companies

Most of the products we sell are manufactured by other companies. We recognize that we can help manufacturers reduce their use of plastics and have partnered with them to scale sustainable packaging development across our supply chain. For example, our industry leading Ships in Product Packaging (“SIPP”) program financially incentivizes manufacturers to package their products in easy-to-open, 100% recyclable packaging, including plastics. The SIPP program also allows us to ship products in their own containers, eliminating all additional packaging material for these products, including plastics. Through the SIPP program and related packaging design and testing services, we have helped manufacturers develop more sustainable packaging. We also use machine learning to identify products that can easily qualify for the program and reach out to selling partners to get them certified. In 2023, we shipped 12% of our packages globally without additional Amazon packaging, including 13% of shipments in the U.S. and Canada (up from 12% in 2022) and 9% of shipments in Europe (up from 7% in 2022).56 Initially, the program was primarily offered to vendors, but in February 2024 we expanded the program to allow sellers to participate when using Amazon’s fulfillment network in North America and Europe. In 2024, nearly 4 million seller products were certified to ship in their own product packaging through seller engagement, machine learning, and product testing that helps identify qualifying products. We continue to expand this program across the globe.57

Over the last several years, investment in this sort of innovation as well as other technologies, processes, and materials have helped reduce the weight of our packaging per shipment by 43% on average and avoided more than 3 million metric tons of packaging material since 2015.58 To further incentivize sustainability efforts, we also partner with brands, vendors, and manufacturers through our Climate Pledge Friendly program, which helps customers discover and shop for more-sustainable products. There are currently more than 1,400,000 products available through the Climate Pledge Friendly program (up from 550,000 in 2022),59 with every product having one or more of over 50 qualifying sustainability certifications that help preserve the natural world, including our own Compact by Design, Plant-Based Fiber Blended, and Pre-owned Certified.60

53

See Amazon 2023 Sustainability Report at 32; see also https://www.aboutamazon.com/news/sustainability/how-amazon-is-reducing-packaging. This metric is based on the total weight of single-use plastic packaging (in metric tons) from Amazon-owned and operated global fulfillment operations, including both Amazon-sold and third-party seller products fulfilled by Amazon. This includes plastic packaging used in shipments across Amazon’s fulfillment operations globally, including Amazon Grocery Logistics shipments. The weight is calculated using actual shipment data multiplied by packaging weights, or through procurement data for Amazon-added plastic protective materials. The metric excludes adhesives, tape, labels, and third-party packaging not added by Amazon.

​

54

See https://sustainability.aboutamazon.com/environment/packaging.

​

55

See https://www.aboutamazon.com/news/sustainability/how-amazon-is-reducing-packaging.

​

56

See Amazon 2023 Sustainability Report at 30.

​

57

See https://www.aboutamazon.com/news/sustainability/how-amazon-is-reducing-packaging.

​

58

See Amazon 2023 Sustainability Report at 29; see also https://www.aboutamazon.com/news/sustainability/how-amazon-is-reducing-packaging.

​

59

See Amazon 2023 Sustainability Report at 58 and 63; see also https://www.amazon.com/b?ie=UTF8&node=24066636011.

​

60

See Amazon 2023 Sustainability Report at 58; see also https://www.amazon.com/b?node=21221608011.

​

50

 

SHAREHOLDER PROPOSALS​

Physical Stores

Our Whole Foods Market stores work to support and encourage intentional and minimal product packaging with sustainability and overall waste reduction in mind. Whole Foods Market’s Packaging Guidelines encourage its suppliers to use more eco-friendly packaging. The guidelines are grounded in four core concepts aimed at balancing safety, performance, and sustainability: material safety, material performance and efficiency, design for recovery, and responsible sourcing.61 In alignment with Whole Foods Market’s sustainability strategy, these guidelines are intended to reduce the amount of packaging Whole Foods Market uses, improve source material, and design for end-of-life and lower greenhouse gas emissions. The guidelines also aim to optimize material efficiency and performance without sacrificing the ability to maintain the product’s quality and freshness, which is important to deliver customers high quality, fresh products and also to not create food waste through spoilage. In addition, where bags, film, and pouches are used, guidelines recommend paper-based options where possible, following in preference by bioplastic and mono-polyethylene films with recycled content. These alternatives, while not curbside recyclable, can be sustainable from a material sourcing and greenhouse gas emissions perspective. Whole Foods Market is currently working toward making 100% of its own packaging, including private label and in-store food service packaging, reusable, recyclable, or compostable.

In 2008, Whole Foods Market was the first U.S. grocer to ban disposable plastic bags at checkout, instead opting for 100% post-consumer recycled-content and Forest Stewardship Council (“FSC”)-certified paper grocery bags, and in 2023 Whole Foods introduced stronger twist handle bags at select Whole Food Market stores that are still 100% post-consumer recycled content and FSC-certified. These stronger bags reduce the need for double bagging, dramatically reducing the amount of bags used at checkout. Whole Foods Market also provides customers a wide selection of reusable grocery bags in a variety of colors and sizes. Whole Foods Market also implemented smaller produce bags at its stores in 2019, a change that significantly reduces the use of plastic annually. In July 2019, Whole Foods Market became the first national retailer to remove all the plastic straws from its cafes and coffee bars, replacing them with FSC-certified paper straws that are recyclable and compostable. Also, in 2019, Whole Foods Market stores replaced all plastic rotisserie chicken containers with bags that use approximately 70% less plastic.

In addition, in the United States, we rolled out a new curbside recyclable package that keeps grocery items frozen or chilled during delivery for our Amazon Fresh and Whole Foods Market customers. The package uses recycled paper, which eliminates the need for plastic liners or bubble-bag insulation. The packaging is produced regionally in the United States, enabling us to deliver it to Amazon Fresh grocery hubs, stores, and Whole Foods Market locations with fewer miles traveled across the supply chain. In North America, we launched daily variable insulation for Whole Foods Market deliveries so that insulating material requirements are tracked and adjusted daily to ensure they are only used when necessary. This resulted in avoiding approximately 1,300 metric tons of packaging in 2023.62 In addition, grocery delivery packaging used by Amazon Fresh was 88% recyclable by weight.

Amazon Devices and Private Label Products

Across our device product lines, we average 98% wood fiber-based materials in our packaging. In 2023, 90% of our new devices and accessories launched with packaging that is 100% recyclable in the United States, up from 79% in 2022.63 We are incorporating recycled materials into our devices whenever possible. As of the end of 2023, among Echo, Fire TV, Fire tablet, Kindle, and smart home products, we had various products made from majority- or all-recycled content, including those containing 75% recycled plastic, 100% recycled yarn, 100% recycled aluminum, and 90% recycled magnesium.64 In 2024, we announced that we further redesigned our device packaging for Echo, Kindle, and Fire TV to improve the circularity of our packaging.65 The new packaging introduces, on average, 30% more recycled fiber content, reducing the reliance on virgin tree-based and bleached fibers. We are also working with our suppliers to reduce waste related to the manufacture of our devices. For example, our devices teams engage suppliers to decrease waste and material use as part of our work to encourage more efficient manufacturing.

We provide various programs and resources through our Amazon Second Chance website66 to equip customers with information on how to trade in, recycle, or repair Amazon devices and products, how to recycle Amazon packaging, and how to shop for like-new and refurbished products. All of these programs and resources reduce waste and encourage reuse.

61

See Amazon 2023 Sustainability Report at 33.

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62

See Amazon 2023 Sustainability Report at 33.

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63

See Amazon 2023 Sustainability Report at 33.

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64

See Amazon 2023 Sustainability Report at 62.

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65

See https://www.aboutamazon.com/news/devices/amazon-new-device-packaging-kindle-echo.

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66

See https://www.amazon.com/amsc.

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2025 Proxy Statement       51​

SHAREHOLDER PROPOSALS

We Are Engaged in Efforts to Support the Development of Recycling Infrastructure Across Our Industry and Innovation in Materials to Address Plastic Waste

We partner with industry peers and expert organizations, such as the Sustainable Packaging Coalition, to improve recycling infrastructure.67 We also work with The Recycling Partnership to help launch recycling programs in communities across the United States. In addition, we recognize that plastic packaging is an industry-wide challenge, and we are collaborating across the industry to help try to solve it. For example, together with Novamont, an Italy-based biomaterials company, we are testing new ways to collect and recycle bio-based and biodegradable materials, such as nongenetically modified corn starch and vegetable oils. We co-invented an innovative recycling technology with the National Renewable Energy Laboratory through the U.S. Department of Energy’s BOTTLE Consortium, creating an entirely circular loop for these materials. We also joined the Global Organization for PHA (“GO!PHA”) in 2023. This coalition is working to drive the transition to a circular economy in which biodegradable alternatives to plastic are used in materials for packaging and single-use and durable applications. Amazon contributes to various GO!PHA working groups, including Science & Technology and Policy, and collaborates on policy advocacy efforts. In 2023, we expanded our collaboration with the Ellen MacArthur Foundation to drive scalable, industry-wide solutions for a circular economy.68

As evidenced by our existing initiatives, partnerships, investments, and progress, we are committed to reducing plastic pollution. We are conscientiously taking steps to address this and publicly sharing information regarding plastic in our outbound packaging and our progress to reduce plastic packaging and increase recyclability. We will continue to share our efforts and progress to our shareholders and the public. Accordingly, the Board recommends that shareholders vote against this proposal.

Beginning of Shareholder Proposal and Statement of Support:

RESOLVED: Shareholders request that the Board commission an independent audit and report of the working conditions and treatment that Amazon warehouse workers face, including the impact of its policies, management, performance metrics, and targets. This audit and report should be prepared at reasonable cost and omit proprietary information.

Whereas: Investigative reports allege a mounting “injury crisis” at Amazon warehouses, with employees getting injured more frequently and severely than elsewhere in the industry.1 Workers are closely monitored, and state they must break safety rules to meet mandated work pace and quotas under threat of termination.2 Numerous state laws target Amazon’s use of productivity quotas that can prevent workers from complying with safety guidelines or recovering from strenuous activity, leaving them at high risk of injury and illness.3

Claims that Amazon’s injury rates are “about average” relative to peers are misleading since Amazon is included in the warehouse industry average, driving that figure up.4 In 2023, Amazon employed 35% of all American warehouse workers and was responsible for 53% of all serious industry-wide injuries.5 Amazon accounts for 79% of employment among warehouses with at least 1,000 workers, but 86% of all injuries in that category.6 A congressional report clarified that although many Amazon warehouses employ fewer than 1,000, Amazon compares its warehouses of all sizes to the average for only warehouses with 1,000-plus employees, making injury rates appear lower.7 The Senate further alleges Amazon rejected warehouse safety recommendations due to productivity concerns.8

Amazon’s 2023 injury rate was “more than one and a half times that of TJX and almost triple that of Walmart, the two comparable US warehouse employers.”9 Amazon’s recently reported Occupational Safety and Health Administration data not only demonstrates workers experience a disproportionate share of industry-wide injuries, but also shows 95% of injuries reported require workers to take time-off for recovery or change job duties.10

67

See Amazon 2023 Sustainability Report at 33, available at https://sustainability.aboutamazon.com/2023-amazon-sustainability-report.pdf.

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68

See https://www.aboutamazon.com/news/sustainability/amazon-and-the-ellen-macarthur-foundation-collaborate-on-circular-economy-initiatives.

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52

 

SHAREHOLDER PROPOSALS​

Jeff Bezos vowed to make Amazon “Earth’s Safest Place to Work,” and set a goal of reducing its recordable incident rate by 50% by 2025.11 However, data analysis shows that year-over-year “Amazon has not made meaningful progress on its goals and is not realistically on track to cut its injury rates by 50%—or to become a safer employer than its peers.”12 According to analysis of Amazon’s own injury data: in 2020, the last full year of injury data before Amazon announced its goal of reducing its injury rate by 50%, Amazon’s overall injury rate was 6.6 per 100 workers; in 2023, Amazon’s overall injury rate was 6.5 injuries per 100 workers, amounting to an overall reduction of less than 2% in three years and falling short of the company’s target of cutting its total injury rate in half by 2025.”13

1

https://www.nelp.org/app/uploads/2024/05/Amazons-Outsized-Role-5-1-24.pdf

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2

https://www.localnewslive.com/2024/05/15/amazon-employees-say-unrealistic-quotas-threaten-their-safety-workplace/

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3

https://news.bloomberglaw.com/daily-labor-report/amazon-fights-states-on-defining-quotas-in-warehouse-safety-laws

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4

https://www.businessinsider.com/amazon-jassy-injury-claims-shareolder-letter-2022-4

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5

https://thesoc.org/wp-content/uploads/sites/342/SOC_Same-Day-Injury-Report-May-2024.pdf

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6

https://www.nelp.org/app/uploads/2024/05/Amazons-Outsized-Role-5-1-24.pdf

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7

https://www.npr.org/2024/12/16/nx-s1-5230240/amazon-injury-warehouse-senate-investigation

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8

https://apnews.com/article/amazon-warehouse-worker-injuries-senate-committee-eb5b72dd501be0bcce9d919c34731290

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9

https://www.thenation.com/article/economy/amazon-injury-rate/

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10

https://www.nelp.org/app/uploads/2024/05/Amazons-Outsized-Role-5-1-24.pdf

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11

https://www.aboutamazon.com/news/compa-ny-news/2020-letter-to-shareholders

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12

https://thesoc.org/wp-content/uploads/sites/342/SOC_Same-Day-Injury-Report-May-2024.pdf

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13

https://thesoc.org/wp-content/uploads/sites/342/SOC_Same-Day-Injury-Report-May-2024.pdf

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End of Shareholder Proposal and Statement of Support

Shareholder: Tulipshare Fund 1 LP, represented by Tulipshare Capital LLC