Amazon com : Submission of Matters to a Vote of Security Holders - Form 8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

May 24, 2023

Date of Report

(Date of earliest event reported)

AMAZON.COM, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-22513		91-1646860
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

410 Terry Avenue North, Seattle, Washington98109-5210

(Address of principal executive offices, including Zip Code)

[phone]

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, par value $.01 per share		AMZN		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company		¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.	¨

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ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.	3
SIGNATURES	6

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ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On May 24, 2023, Amazon.com, Inc. (the "Company") held its Annual Meeting of Shareholders.

The following nominees were elected as directors, each to hold office until the next Annual Meeting of Shareholders or until his or her successor is elected and qualified, by the vote set forth below:

Nominee		For			Against			Abstain			Broker Non-Votes
Jeffrey P. Bezos			6,980,639,941				367,108,287				20,661,618				1,298,652,951
Andrew R. Jassy			7,283,404,084				72,396,902				12,608,860				1,298,652,951
Keith B. Alexander			7,228,610,746				124,509,220				15,289,880				1,298,652,951
Edith W. Cooper			5,973,207,683				1,374,647,815				20,554,348				1,298,652,951
Jamie S. Gorelick			7,063,104,316				290,448,441				14,857,089				1,298,652,951
Daniel P. Huttenlocher			5,951,607,777				1,395,865,502				20,936,567				1,298,652,951
Judith A. McGrath			5,236,121,158				2,112,024,911				20,263,777				1,298,652,951
Indra K. Nooyi			7,180,632,749				134,049,727				53,727,370				1,298,652,951
Jonathan J. Rubinstein			7,071,567,313				281,676,345				15,166,188				1,298,652,951
Patricia Q. Stonesifer			7,004,215,383				349,470,037				14,724,426				1,298,652,951
Wendell P. Weeks			7,241,737,701				111,441,435				15,230,710				1,298,652,951

The appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2023 was ratified by the vote set forth below:

For		Against		Abstain		Broker Non-Votes
8,361,401,059		287,140,557		18,521,181		-

The compensation of our named executive officers as disclosed in the proxy statement was approved in an advisory vote, as set forth below:

For		Against		Abstain		Broker Non-Votes
5,020,199,106		2,322,673,390		25,537,350		1,298,652,951

An advisory vote on the frequency of future advisory votes on executive compensation received the following votes:

One Year		Two Years		Three Years		Abstain		Broker Non-Votes
7,270,477,259		11,671,932		67,529,229		18,731,426		1,298,652,951

In light of these voting results, the Company plans to hold future advisory votes on executive compensation annually until the next required vote on the frequency of such advisory votes, or until the Board of Directors of the Company otherwise determines that a different frequency is in the best interests of the Company and its shareholders.

The Company's 1997 Stock Incentive Plan, as amended and restated, was reapproved for purposes of French tax law, as set forth below:

For		Against		Abstain		Broker Non-Votes
6,869,340,693		480,249,860		18,819,293		1,298,652,951

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A shareholder proposal requesting a report on retirement plan options was not approved, as set forth below:

For		Against		Abstain		Broker Non-Votes
490,423,709		6,284,800,004		593,186,133		1,298,652,951

A shareholder proposal requesting a report on customer due diligence was not approved, as set forth below:

For		Against		Abstain		Broker Non-Votes
2,498,413,873		4,811,115,673		58,880,300		1,298,652,951

A shareholder proposal requesting reporting on content and product removal/restrictions was not approved, as set forth below:

For		Against		Abstain		Broker Non-Votes
754,724,764		6,436,676,008		177,009,074		1,298,652,951

A shareholder proposal requesting a report on content removal requests was not approved, as set forth below:

For		Against		Abstain		Broker Non-Votes
117,299,300		7,173,178,675		77,931,871		1,298,652,951

A shareholder proposal requesting additional reporting on stakeholder impacts was not approved, as set forth below:

For		Against		Abstain		Broker Non-Votes
1,988,671,364		5,130,034,783		249,703,699		1,298,652,951

A shareholder proposal requesting alternative tax reporting was not approved, as set forth below:

For		Against		Abstain		Broker Non-Votes
1,293,326,053		6,014,635,870		60,447,923		1,298,652,951

A shareholder proposal requesting additional reporting on climate lobbying was not approved, as set forth below:

For		Against		Abstain		Broker Non-Votes
1,734,559,291		5,532,969,634		100,880,921		1,298,652,951

A shareholder proposal requesting additional reporting on gender/racial pay was not approved, as set forth below:

For		Against		Abstain		Broker Non-Votes
2,138,766,104		5,174,973,947		54,669,795		1,298,652,951

A shareholder proposal requesting an analysis of costs associated with diversity, equity, and inclusion programs was not approved, as set forth below:

For		Against		Abstain		Broker Non-Votes
60,804,059		7,256,490,940		51,114,847		1,298,652,951

A shareholder proposal requesting an amendment to our bylaws to require shareholder approval for certain future amendments was not approved, as set forth below:

For		Against		Abstain		Broker Non-Votes
844,044,010		6,473,633,410		50,732,426		1,298,652,951

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A shareholder proposal requesting additional reporting on freedom of association was not approved, as set forth below:

For		Against		Abstain		Broker Non-Votes
2,551,640,467		4,757,532,187		59,237,192		1,298,652,951

A shareholder proposal requesting a new policy regarding our executive compensation process was not approved, as set forth below:

For		Against		Abstain		Broker Non-Votes
476,336,491		6,798,711,183		93,362,172		1,298,652,951

A shareholder proposal requesting additional reporting on animal welfare standards was not approved, as set forth below:

For		Against		Abstain		Broker Non-Votes
410,038,754		6,878,186,316		80,184,776		1,298,652,951

A shareholder proposal requesting an additional Board committee was not approved, as set forth below:

For		Against		Abstain		Broker Non-Votes
462,033,238		6,819,293,663		87,082,945		1,298,652,951

A shareholder proposal requesting an alternative director candidate policy was not approved, as set forth below:

For		Against		Abstain		Broker Non-Votes
1,349,994,843		5,968,467,387		49,947,616		1,298,652,951

A shareholder proposal requesting a report on warehouse working conditions was not approved, as set forth below:

For		Against		Abstain		Broker Non-Votes
2,590,684,742		4,722,460,838		55,264,266		1,298,652,951

A shareholder proposal requesting a report on packaging materials was not approved, as set forth below:

For		Against		Abstain		Broker Non-Votes
2,345,678,911		4,921,660,303		101,070,632		1,298,652,951

A shareholder proposal requesting a report on customer use of certain technologies was not approved, as set forth below:

For		Against		Abstain		Broker Non-Votes
2,739,606,457		4,569,643,496		59,159,893		1,298,652,951

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMAZON.COM, INC. (REGISTRANT)
	By:	/s/ David A. Zapolsky
		David A. Zapolsky
		Senior Vice President

Dated: May 26, 2023

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