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Amazon 2022 Proxy Statement

Notice of 2022Annual Meeting of Shareholders& Proxy Statement

Notice of 2022 Annual Meeting of Shareholders &ProxyStatement 9:00 a.m., Pacific Time Wednesday,May25,2022 Virtual Meeting Site: www.virtualshareholdermeeting.com/AMZN2022

PROXYOVERVIEW ANNUALMEETINGOFSHAREHOLDERS ToBeHeldonWednesday,May25,2022 Meeting Agenda ThankyouforbeinganAmazonshareholder.Nomatterhowlargeorsmallyourholdingsmaybe,yourvoteis importanttous,andweencourageyoutovoteyoursharesinaccordancewiththeBoard’srecommendations.The information here is only an overview, and you can learn more before you vote by reading our Proxy Statement and Annual Report. Board’s Voting MoreInformation VotingItems Recommendation BeginningonPage 1. Election of 11 directors FOR 2 (each nominee) 2. Ratification of Ernst & Young as independent auditors FOR 19 3. Advisory vote to approve executive compensation FOR 22 4. Approval of a 20-for-1 stock split and a proportionate increase in FOR 24 authorized shares 5-19. Shareholder proposals AGAINST 26 (each proposal) Toexpressourappreciationforyourparticipation,Amazonwillmakea $1charitable donation to The Nature Conservancy on behalf of every shareholder account that votes. Stock Price Performance as of FYE 2021 30,716% 1,826% 345% 122% 20year 10year 5year 3year Executive Compensation • Ourexecutivecompensationphilosophyfocusesonthetruelong-termsuccessofourbusiness,noton isolated one-, two-, or three-year goals that encompass only a limited and selective portion of our objectives andthatcanrewardexecutives with above-target payouts even when the stock price remains flat or declines. • Ouremphasisonperiodicgrantsoftime-vested restricted stock units that vest over the long term perfectly aligns our executives’ compensation with the returns we deliver to shareholders. • Having considered other approaches to structuring executive compensation arrangements, we remain committedtothestructureofourexecutivecompensationbecauseithasworkedeffectively,having allowed us to: ✓attract and retain incredibly talented people who have guided our business through countless challenges; ✓developourbusinessinwaysthatwecouldnothaveconceivedafewyearsearlier,includinginitiatives that later became AWS, Kindle, Alexa, and our robust third-party seller business; ✓makelong-termcommitmentstosustainabilityandotherenvironmental, social, and human capital initiatives andgoals; and ✓deliver strong long-term returns to our shareholders.

Global Impact Highlights OurPeople Wenowemploymorethan1.6millionpeopleworldwide—havingcreatedmorethan750,000full-andpart-timejobsin the U.S. since the start of the pandemic—and continue to invest in offering competitive pay and benefits. In the U.S., this includes an average starting wage for our front-line employees of more than $18 per hour and comprehensive benefits for regular full-time employees. These benefits include health, vision, and dental insurance; a 401(k) with a company match; up to 20 weeks of paid parental leave for birthing parents; adoption assistance; and access to Amazon’s Career Choice program. AmazonhasbeennamedNo.2onFortune’sWorld’sMostAdmiredCompanieslistforsixyearsrunningandiscurrentlyinthe Top10onLinkedIn’sTopCompanieslistsintheU.S.(No.1), Australia, Canada, China, India, Japan, Spain, and the UK. Someoftheprogramsthatearnusthisrecognitioninclude: • Familysupportprograms,includingLeaveShare,whichallowsU.S. employees to donate up to six weeks of their paid parental time to their partner should their partner’s employer not offer paid parental leave, and Ramp Back, which enables employeestoreturn to work at a flexible schedule for up to eight consecutive weeks after birth or adoption. • Free mental health resources available 24/7 to all U.S. employees, their families, and anyone in their household, including free counseling sessions. • AmazonReturnships,whichhelppeoplewhohavebeenwithoutajoborunderemployedforatleastayearbyprovidinga newopportunity to rejoin the U.S. workforce. • Amazon’sCareerChoiceprogram,whichoffersfullyfundedtuitionopportunities, including bachelor’s degrees, high school diplomas, GEDs, and ESL programs. This offering, which we began in 2021, is part of Amazon’s $1.2 billion Upskilling 2025commitmenttoprovidefreetrainingto300,000employeesintheU.S.by2025. Safety is integral to everything we do. Our work environments allow employees, regardless of background, skill level, or experience, to work with confidence. In 2022, we published Delivered with Care, a report on safety, health, and well-being at Amazon.In2021,weinvestedover$300millionin safety improvements, and we have incurred more than $15billion in COVID-19-related costs since March 2020 to help keep employees safe and deliver for customers. Ourscale, resources, and technology allow us to undertake initiatives that benefit the entire industry. For example, we are investing to create technology to improve universal fork truck safety, and we established afirst-of-its-kind partnership with the National Safety Council to uncover new ways to prevent and address musculoskeletal disorders. Webelieveourfutureisdiverse,inclusive, and accessible across every race, gender, belief, origin, and community. In 2021, we again set ambitious goals focused on increasing diversity in our hiring, building an inclusive work environment, and providing equitable access for all. We’ve also increased the amount and specificity of the data wesharepublicly, which shows there is more work to do, but also demonstrates progress. We take steps to give employees a sense of belonging, value, and opportunity, such as through our 13 affinity groups (employee resource groups) with more than 90,000employeesacrosshundredsofchaptersworldwide.Weactively recruit diverse candidates through our partnerships withHistoricallyBlackCollegesandUniversities,Hispanic-ServingInstitutions,women’scolleges,andtribalcolleges,andwehave over 45,000 U.S. veterans and military spouses working at Amazon. Learn more at aboutamazon.com/workplace.

OurPartners Weworkwithmorethan2millionindependentpartnersintheU.S.,includingsellers, developers, content creators, authors, anddelivery providers. We openly share information, tools, and services with third parties that work with Amazon to foster their business growth. When they thrive, our customers benefit from the products and services they offer. We support a number of different types of partners, including: • Smallandmedium-sizedbusinessessellinginAmazon’sstores.ThesebusinessescomefromeverystateintheU.S. andmorethan130countriesaroundtheworld. Amazonspentmorethan$100milliontohelpsmall andmedium-sizedbusinessesreachmorecustomers during Prime Day and throughout the holiday season, andthird-party sellers—most of which are small andmedium-sizedbusinesses—achievedrecord worldwide sales in Amazon’s store for the 2021 holiday season. More than half of sales from Black Friday through Cyber Monday were from third-party sellers, andmorethan130,000third-partysellerssurpassed $100,000insales during the holiday season. • Morethan3,000independentDeliveryService Partners. This program began in 2018 and now has companiesintheU.S., Canada, the UK, Germany, France, Italy, Spain, Ireland, Brazil, the Netherlands, and India, employing morethan260,000drivers. More than 2.2 billion packages have been delivered worldwide, and their businesses have generated over $12 billion in revenue, benefitting the community and customers. To address inequality and create long-term change, Amazon launched its diversity grant program in 2020 to help develop pathways for Black, Latinx, and Native American entrepreneurs. • Millions of organizations in 190 countries around the world powered by Amazon Web Services (AWS). The fastest- growing startups and largest enterprises, as well as nonprofits and government agencies, are powered by AWS’s highly secure, reliable, scalable, and low-cost cloud technology. Using AWS, customers and partners around the world are innovatingatafasterpacethaneverbefore,includingextraordinaryaccomplishmentslikedeliveringlife-savingmedications to patients faster, making self-driving cars a reality, and expediting real-world sustainability solutions that are helping everyone on the planet. • DevelopersbuildingforAlexaandAppstore.Builders,developers,andentrepreneurshavetheopportunitytoinnovate, build a business, and connect with customers across hundreds of millions of Alexa devices, like Fire TV, Fire Tablet, and Echo. There are over 900,000 developers building for Alexa. Alexa helps generate billions of dollars for the developer and device-makercommunity,andthereareskilldevelopersmakingmorethan$1millionannuallythroughin-skillpurchasing. AmazonrecentlyintroducedtheAppstoreSmallBusinessAcceleratorandtheAlexaSkillDeveloperAccelerator,whichhelp smaller developers build and grow their app and skill businesses while inventing for customers. Amazon Appstore is also curating apps for the Windows 11 storefront, which brings mobile apps and games directly to Windows. • Millions of writers around the world building successful careers using Kindle Direct Publishing (KDP). KDP authors self-publish and distribute their books to millions of readers around the world, choosing where they want to sell, setting their own prices, and earning up to 70% of every sale in royalties. Thousands of independent authors earned morethan$50,000inroyaltiesin2021,withmorethan2,000authorssurpassing$100,000inroyalties.Inaddition, since 2009, the Amazon Literary Partnership has provided more than $14 million to organizations across the country that empowerwriterstocreate, publish, learn, teach, experiment, and thrive. Learn more at aboutamazon.com/impact/empowerment/small-businesses.

OurPlanet TheClimatePledgeisAmazon’scommitmenttobenet-zerocarbonby2040,andweareonapathtopoweringour operations with 100% renewable energy by 2025. As the world’s largest corporate buyer of renewable energy, Amazon announceddozensofnewrenewableenergyprojectsin2021andnowhas274projectsglobally.TheClimatePledgehas beensignedbyAmazonandover300othercompaniesthatcommittothesamegoals,includingBestBuy,IBM,JetBlue,Microsoft, Uber, Unilever, and Verizon. Pledge signatories in total generate over $3.5 trillion in global annual revenues and have more than 8 million employees across 51 industries in 29 countries. Amazoncontinuestotakemeaningfulstepsinour journey to be net-zero carbon, including: • ExpandingClimatePledgeFriendly.Thisprogram includesmorethan200,000products,makingiteasier for customers to shop for products that have one or moreof37differentsustainability certifications. • Supportingthedevelopmentofsustainableand decarbonizing technologies and services through TheClimatePledgeFund.Withaninitial$2billion infunding,thisprogramhasinvestedin11visionary companieswhoseproductsandsolutionswillfacilitate the transition to a low-carbon economy, such as CMCMachinery,atechnologycompanythatmanufacturescustom-sizedboxeswhileeliminatingtheneedforsingle-use plastic padding, and Infinium, a company developing low-carbon electrofuels for air, marine, and heavy-truck fleets. • Restoring and conserving forests, wetlands, and grasslands around the world through the Right Now Climate Fund.Lastyear,this $100million fund announced investments in a nature-based carbon removal initiative in the Brazilian Amazonandacommitmentofapproximately$23.5million(€20million)forprojectsacrossEurope.Thefirst recipient of new funding aims to plant 22 million trees across 14 metropolitan areas in Italy. Someofourlatestinitiatives include: • Mobilizing $1 billion to protect tropical forests via the LEAF (Lowering Emissions by Accelerating Forest finance) Coalition, an ambitious public-private initiative designed to protect tropical forests. • OpeningClimatePledgeArenainSeattle,thefirstnet-zerocarboncertified arena in the world, which Amazon secured namingrights to in 2020. • Partnering with automakers who share in our decarbonization ambitions. We are excited to work with partners like Rivian, Stellantis, and others to help us accelerate the available supply of high-performance electric vehicles. Our custom order of 100,000 electric delivery vehicles in partnership with Rivian will hit the road by 2030. • Collaboratingwithotherstoreducepackagingwaste.Since2015,wehavereducedtheweightofoutboundpackaging bymorethan36%andeliminatedtheequivalentof2billionshippingboxes. • Issuing a $1 billion sustainability bond. The bond funds new and ongoing projects in five areas: renewable energy, clean transportation, sustainable buildings, affordable housing, and socioeconomic advancement and empowerment. • Participating in industry and government efforts, such as co-founding The Cargo Owners for Zero Emission Vessels networkalongsidetheAspenInstitute, which aims to transition ocean freight vessels from fossil fuels to zero-carbon fuels by2040;participating in the launch of The First Movers Coalition, which targets emissions reductions in aviation, ocean shipping, steel, and trucking; supporting the creation of the Sustainable Aviation Buyers Alliance’s Aviators Group, which is focused on accelerating the transition to net-zero emissions air transport; and supporting the launch of the Clean Energy DemandInitiative, which advances clean energy goals by leveraging corporate clean energy commitments. • Becomingthefirstconsumerelectronicsmanufacturertocommittoaddressing,throughrenewableenergy development,theelectricity used by its devices. By 2025, Amazon aims to produce the clean energy equivalent of all the electricity used by Fire TV and Ring devices worldwide. Learn more at sustainability.aboutamazon.com.

OurCommunities Weworksidebysidewithcommunitypartnershelpingtosolvesomeoftheworld’smostpressingchallengesandbuildboth long-term programs and what we call “Right Now Needs” programs to help build strong inclusive communities. Ourlong-termprogramssupportcommunitiesinarangeofways.Forexample: • AmazonFutureEngineerisourglobalchildhood-to-careercomputerscienceprogramthatinspiresandeducates students from underserved and underrepresented communities. In 2021, the program reached 1.8 million students in the U.S., Canada, France, Germany, India, and the UK. Students explore computer science by meeting Amazon employees in career talks or exploring our innovations. We support educators with school curriculum on topics like using code to make music and programming robots; we award 100 students in the U.S. each year with four-year, $40,000 scholarships and paid internships at Amazon; and we honor Teacher of the Year Award winners with more than $30,000. • Weprovidefreecloudskillstraining, with the goal to reach 29 million people around the world by 2025. The AWS- designed programs range from self-paced online courses to intensive reskilling programs that help participants build new careers in the technology industry. In 2021, we launched AWS Skill Builder, a new digital learning experience; added AWScoursestotheAmazon.comwebsite;expandedtheAWSre/Startglobalreskillingprogram;andopenedAmazon’s first dedicated, in-person cloud learning space in Seattle. • AmazonlaunchedtheAWSArtificialIntelligence & Machine Learning Scholarship, a $10 million education and scholarship programaimedatpreparingunderrepresentedandunderservedstudentsgloballyforcareersinmachinelearning. • AmazonlaunchedtheAmazonHousingEquityFundinJanuary2021.ThisistheCompany’smorethan$2billion commitmenttopreserveandcreateaffordablehomesinWashingtonstate’sPugetSoundregion;theWashington,D.C., andArlington,Virginia,metropolitanareas;andNashville,Tennesseebyprovidinglow-rateloansandgrantstotraditional andnon-traditional housing partners, public agencies, and minority-led organizations. As of March 2022, Amazon has announceddetailsof$1.2billionofthecommitment,whichwillcreateandpreservemorethan8,000affordable housing units helping an estimated 18,000 people. OurRightNowNeedsprogramsincludeincreasingaccesstofoodandbasicgoodsforchildrenandtheirfamilies. For example: • Amazondonatesitslogistics network to support food banks and community organizations, delivering groceries and pre-packagedmealsdirectly to vulnerable families andthosedisproportionately impacted by COVID-19. Deliveries in 2021 totaled more than 20 million meals in the U.S., Australia, Japan, Singapore, Spain, andtheUK. • Weleverageouroperationalexcellence, technologies, andworldwidelogistics network to support organizations fighting large-scale natural disasters.Forexample,wefillcargojetswithAmazon- donateditemsforcommunitiesravagedbyhurricanes, helpgovernmentsandnonprofitsexpediteresponse efforts through our AWS cloud services, and respond morequickly to natural disasters in the region from our Disaster Relief Hub in an Atlanta fulfillment center. In late 2021, Amazon donated more than 300,000 emergency aid items to support communities affected by tornadoes in the Midwest and Southern U.S.; wildfires in Colorado; and flooding in Chennai and Uttarakhand, India and in British Columbia, Canada. Through the AWS Disaster Response team, weworkedwithorganizations to rebuild infrastructure and connectivity in the aftermath of hurricanes in the Atlantic. Learn more at aboutamazon.com/impact/community.

NOTICEOF2022ANNUALMEETING OFSHAREHOLDERS DateandTime Virtual Meeting Site Wednesday,May25,2022 www.virtualshareholdermeeting.com/AMZN2022 9:00 a.m., Pacific Time Items of Business: OurBoardofDirectors RecommendsYouVote: • Toelect the eleven directors named in the Proxy Statement to serve until the FORtheelectionofeach next Annual Meeting of Shareholders or until their respective successors are director nominee elected and qualified • Toratify the appointment of Ernst & Young LLP as our independent auditors for FORtheratification of the fiscal year ending December 31, 2022 the appointment • Toconductanadvisoryvotetoapproveourexecutivecompensation FORapproval, on an advisory basis • ToapproveanamendmenttoourRestatedCertificateofIncorporationtoeffect FORapprovalofthe a 20-for-1 split of our common stock and a proportionate increase in the number amendmenttoour of authorized shares of common stock Restated Certificate of Incorporation • Toconsider and act upon the shareholder proposals described in the Proxy AGAINST Statement, if properly presented at the Annual Meeting each of the shareholder proposals • Totransact such other business as may properly come before the meeting or any adjournment or postponement thereof TheBoardofDirectors has fixed March 31, 2022 as the record date for determining shareholders entitled to receive notice of, and to vote at, the Annual Meeting or any adjournmentorpostponementthereof.Onlyshareholdersofrecordattheclose of business on that date will be entitled to notice of, and to vote at, the Annual Meeting. ByOrderoftheBoardofDirectors DavidA.Zapolsky Secretary Seattle, Washington April 14, 2022 ImportantNoticeRegardingtheAvailabilityofProxyMaterialsfortheAmazon.com,Inc.ShareholderMeetingtobeHeldon May25,2022.TheProxyStatementandour2021AnnualReportareavailableatwww.proxyvote.com.

TABLEOFCONTENTS ITEM1—ElectionofDirectors 2 KeyProxy BOARDOFDIRECTORSINFORMATION 3 Information Biographical Information 3 Director Nominee Diversity, Tenure, Skills, and Characteristics 9 Corporate Governance 10 Boarddiversity Board Meetings and Committees 14 CompensationofDirectors 17 (page9) ITEM2—RatificationoftheAppointmentofErnst&YoungLLPas IndependentAuditors 19 Risk oversight AUDITORS 20 (page10) Fee Information 20 Pre-Approval Policies and Procedures 20 Audit Committee Report 21 Environmental, social, ITEM3—AdvisoryVotetoApproveExecutiveCompensation 22 andhumancapital ITEM4—ApprovalofAmendmenttoRestatedCertificateofIncorporation 24 initiatives SHAREHOLDERPROPOSALS 26 (page11) BENEFICIALOWNERSHIPOFSHARES 87 EXECUTIVECOMPENSATION 88 Ourshareholder CompensationDiscussion and Analysis 88 engagementprogram Leadership Development and Compensation Committee Report 97 (page13) SummaryCompensationTable 98 Grants of Plan-Based Awards 99 Outstanding Equity Awards and Stock Vested 100 Ourexecutive Potential Payments Upon Termination of Employment or Change-in-Control 101 compensation SECURITIESAUTHORIZEDFORISSUANCEUNDEREQUITY philosophy COMPENSATIONPLANS 103 (page89) ANNUALMEETINGINFORMATION 104 General 104 Considerations for our Outstanding Securities and Quorum 104 2021equitygrants Internet Availability of Proxy Materials 104 Proxy Voting 104 (page92) Other Matters 105 Voting Standard 106 Revocation 106 Participating in the Annual Meeting 106 OTHERINFORMATION 108 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 othersustainability plans, initiatives, projections, goals, commitments, expectations, or prospects, are forward-looking. We use words suchasanticipates,believes,commits,expects,future,goal,intends,plans,projects,seeks,andsimilarexpressionstoidentifyforward- 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 2021 Annual Report on Form 10-K and our 2020 AmazonSustainability Report. Any standards of measurement and performance made in reference to our environmental, social, andothersustainabilityplansandgoalsaredevelopingandbasedonassumptions,andnoassurancecanbegiventhatanysuchplan, initiative, projection, goal, commitment, expectation, or prospect can or will be achieved. Website references throughout this documentareprovidedforconvenienceonly, and the content on the referenced websites is not incorporated by reference into this document.

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AMAZON.COM,INC. PROXYSTATEMENT ANNUALMEETINGOFSHAREHOLDERS ToBeHeldonWednesday,May25,2022 Theenclosedproxyis solicited by the Board of Directors of Amazon.com, Inc. (“Amazon” or the “Company”) for the Annual MeetingofShareholderstobeheldvirtually,viatheInternet,at9:00a.m.,PacificTime,onWednesday,May25,2022,andany 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 104. Voting via the Internet, mobile device, or by telephone helps save money by reducing postage and proxy tabulation costs. Tovotebyanyofthesemethods,readthisProxyStatement,haveyourNoticeofInternetAvailabilityofProxyMaterials,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. Weencourageyoutocastyourvotebyoneofthefollowingmethods: VOTEBYINTERNET VOTEBYQRCODE VOTEBYTELEPHONE Shares Held of Record: Shares Held of Record: Shares Held of Record: http://www.proxyvote.com See Proxy Card 800-690-6903 Shares Held in Street Name: Shares Held in Street Name: Shares Held in Street Name: See Notice of Internet Availability or See Notice of Internet Availability or See Voting Instruction Form Voting Instruction Form Voting Instruction Form Ourprincipal offices are located at 410 Terry Avenue North, Seattle, Washington 98109. This Proxy Statement is first being madeavailable to our shareholders on or about April 14, 2022. 2022ProxyStatement 1

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ITEM1—ELECTIONOFDIRECTORS In accordance with our Bylaws, the Board has fixed the number of directors constituting the Board at eleven. The Board, basedontherecommendationoftheNominatingandCorporateGovernanceCommittee,proposedthatthefollowingeleven nomineesbeelectedattheAnnualMeeting,eachofwhomwillholdofficeuntilthenextAnnualMeetingofShareholders or until his or her successor shall have been elected and qualified: • Jeffrey P. Bezos • Judith A. McGrath • AndrewR.Jassy • Indra K. Nooyi • Keith B. Alexander • Jonathan J. Rubinstein • Edith W. Cooper • Patricia Q. Stonesifer • Jamie S. Gorelick • Wendell P. Weeks • Daniel P. Huttenlocher Each of the nominees is currently a director of Amazon.com, Inc. and has been elected to hold office until the 2022 Annual Meeting or until his or her successor has been elected and qualified. Andrew R. Jassy and Edith W. Cooper were elected as directors by the BoardofDirectorseffectiveJuly5,2021andSeptember20,2021,respectively,andtheothernomineeswere mostrecently elected at the 2021 Annual Meeting. Biographical and related information on each nominee is set forth below. Thomas O. Ryder retired from the Board of Directors effective December 31, 2021. TheBoardexpectsthattheelevennomineeswillbeavailable 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. WhyWeRecommendYouSupportThisProposal • Wehavetheappropriatemixofskills, qualifications, backgrounds, and tenures on the Board to support and help drive the Company’s long-term performance. • Ourdirectors reflect our commitment to diversity, with five women and two directors from underrepresented racial/ ethnic groups. • TheBoardactively oversees our numerous environmental, sustainability, social, and corporate governance policies and initiatives, receives periodic reports on and discusses our enterprise risk assessments, and reviews shareholder feedback on these topics as we evolve our practices and disclosures. TheBoardofDirectorsrecommendsavote“FOR”eachnominee. 2

BOARDOFDIRECTORSINFORMATION BOARDOFDIRECTORSINFORMATION In evaluating the nominees for the Board of Directors, the Board and the Nominating and Corporate Governance Committee took into account the qualities they seek for directors, and the directors’ individual qualifications, skills, and background that enable the directors to effectively and productively contribute to the Board’s oversight of Amazon, as discussed below in each biography and under “Director Nominee Diversity, Tenure, Skills, and Characteristics.” When evaluating re- nomination of existing directors, the Committee also considers the nominees’ past and ongoing effectiveness on the Board and, with the exception of Mr. Bezos and Mr. Jassy, who are employees, their independence. Biographical Information Background Mr. Bezos has been Chair of the Board since founding the Company in 1994. Prior to becomingExecutive Chair in July 2021, he served as Chief Executive Officer from May1996toJuly2021andasPresidentfromfoundinguntilJune1999andagainfrom October 2000 to July 2021. Qualifications and Skills Mr. Bezos’s individual qualifications and skills as a director include his customer-focused point of view, his willingness to encourage invention, his long-term perspective, and his ongoing contributions as founder and Executive Chair. Jeffrey P. Bezos Mr. Bezos serves as Executive Chair of the Bezos Earth Fund, which he founded with a FounderandExecutiveChairof commitmentof$10billiontobedisbursedasgrantswithinthecurrentdecadetofight Amazon climate change and protect nature. Mr. Bezos also founded the Bezos Day One Fund, a $2billion commitment to focus on making meaningful and lasting impacts in two areas: funding existing non-profits that help families experiencing homelessness and creating a network of new, non-profit tier-one preschools in low-income communities. Finally, Mr. Bezos founded Blue Origin with the vision of enabling a future where millions of people are living and working in space for the benefit of Earth, and owns The WashingtonPost, a major U.S. newspaper dedicated to the principles of a free press and winner of 69 Pulitzer Prizes. Age: Director since: Boardcommittees: Othercurrentpubliccompanyboards: 58 July 1994 None None 2022ProxyStatement 3

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BOARDOFDIRECTORSINFORMATION Background Mr. Jassy has been President and Chief Executive Officer of the Company since July 2021. He founded and led Amazon Web Services since its inception, serving as its CEOfromApril2016toJuly2021anditsSeniorVicePresidentfromApril2006until April 2016. Mr. Jassy joined the Company in 1997, and, prior to founding AWS, he held various leadership roles across the Company, including both business-to-business and business-to-consumer. Mr. Jassy has served as a trustee and sponsor of Rainier Scholars, a program that offers a pathwaytocollege graduation and career success for underrepresented students of color, since 2011, and serves as Chair and is a founding member of the board of AndrewR.Jassy directors of Rainier Prep, a charter middle school committed to college and career readiness for limited-income and immigrant students and students of color. President and Qualifications and Skills CEOofAmazon Mr. Jassy’s individual qualifications and skills as a director include his customer-focused point of view, his long-term perspective, his deep understanding of Amazon’s business andculture, his in-depth knowledge of human capital management issues, including oversight of workplace environment and culture, administration of diversity and inclusion initiatives, and implementation of policies and practices to promote employee engagementandeffectiveness, and his ongoing contributions as President and CEO. Age: Director since: Boardcommittees: Othercurrentpubliccompanyboards: 54 July 2021 None None Background General (Ret.) Keith B. Alexander has been the Co-Chief Executive Officer, President, and Chair of IronNet, Inc. (“IronNet”), a cybersecurity technology company he founded, since 2014. Gen. Alexander served as the Commander of U.S. Cyber Command from May2010toMarch2014andwasDirectoroftheNationalSecurityAgencyandChiefof the Central Security Service from August 2005 to March 2014. Gen. Alexander served as a director of CSRA, Inc. from November 2015 to April 2018. Qualifications and Skills General(Ret.) Keith B. Gen. Alexander’s individual qualifications and skills as a director include his leadership Alexander andpublic policy experience as a high-ranking military official responsible for intelligence Co-CEO,President, and andnational security affairs, through which he gained experience with emerging Chair of IronNet technologies and cybersecurity. Gen. Alexander further honed his entrepreneurial and commercial experience and customer experience skills in his role at IronNet. Age: Director since: Boardcommittees: Othercurrentpubliccompanyboards: 70 September2020 Audit IronNet, Inc. 4

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BOARDOFDIRECTORSINFORMATION Background Ms. Cooper is a co-founder of Medley Living, Inc., a membership-based community for personal and professional growth that launched in September 2020. In addition, Ms. Cooper served as Executive Vice President, Global Head of Human Capital ManagementofGoldmanSachsGroup,Inc.(“GoldmanSachs”)fromMarch2008to December2017.Previously at Goldman Sachs, Ms. Cooper led various client franchise businesses for the firm. Ms. Cooper has served as a director of PepsiCo, Inc. since September 2021, a director of MSDAcquisition Corp. since March 2021, a director of EQT AB since October 2018, a director of Etsy, Inc. from April 2018 to September 2021, and a director of Slack Edith W. Cooper Technologies, Inc. from January 2018 to July 2021. Ms. Cooper has also served as a trustee of the Museum of Modern Art since 2017, as a member of the Museum Council Co-FounderofMedleyLiving,Inc. of the Smithsonian National Museum of African American History and Culture since andFormerEVPofGoldmanSachs 2018, and as a trustee of Mount Sinai Health Systems, Institute for Health Equity Research, an organization dedicated to addressing longstanding disparities in health and health care, since 2017. Qualifications and Skills Ms. Cooper’s individual qualifications and skills as a director include her leadership, finance, and human capital management experience, including as a longtime senior executive at Goldman Sachs, through which she gained experience with talent development, recruiting, retention, and workplace culture, as well as her customer experience skills. Age: Director since: Boardcommittees: Othercurrentpubliccompanyboards: 60 September2021 Leadership Development and EQTAB,MSDAcquisitionCorp., Compensation PepsiCo, Inc. Background Ms. Gorelick has been a partner with the law firm Wilmer Cutler Pickering Hale and Dorr LLPsince July 2003. She has held numerous positions in the U.S. government, serving as DeputyAttorney General of the United States, General Counsel of the Department of Defense, Assistant to the Secretary of Energy, and a member of the bipartisan National CommissiononTerrorist Threats Upon the United States. Ms. Gorelick has served as a director of VeriSign, Inc. since January 2015, a director of United Technologies Corporation from February 2000 to December 2014, and a director of Schlumberger Limited from April 2002 to June 2010. Ms. Gorelick has also served as Chair of the Urban Institute, the United States’ leading research organization dedicated JamieS.Gorelick to developing evidence-based insights that improve people’s lives and strengthen communities, since 2014 and as a director since 2004. She was one of the founding Partner with Wilmer Cutler supporters and a long-time board member of the Washington Legal Clinic for the Pickering Hale and Dorr LLP HomelessandservedontheboardoftheNationalWomen’sLawCenter. Qualifications and Skills Ms. Gorelick’s individual qualifications and skills as a director include her experience as a lawyer, her leadership experience in senior governmental positions, including experience with regulatory and compliance matters, her corporate governance experience, as well as her customer experience skills and skills relating to public policy and financial statement andaccounting matters. Ms. Gorelick also has deep experience addressing diversity, equity, and inclusion, both on a policy level and in practice in the workplace, through her workadvising companies and institutions on anti-harassment, non-discrimination, and gender and race issues, and is sought as a counselor on climate, environmental regulation, and environmental justice issues. Age: Director since: Boardcommittees: Othercurrentpubliccompanyboards: 71 February 2012 Nominating and Corporate VeriSign, Inc. Governance (Chair) 2022ProxyStatement 5

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BOARDOFDIRECTORSINFORMATION Background Mr. Huttenlocher has been the Dean of MIT Schwarzman College of Computing since August 2019. He served as Dean and Vice Provost, Cornell Tech at Cornell University from2012toJuly2019andworkedforCornellUniversityfrom1988to2012invarious positions. Mr. Huttenlocher has served as a director of Corning Incorporated since February 2015. Mr. Huttenlocher has also served as the Chair of the John D. and Catherine T. MacArthur Foundation, an independent foundation that makes grants and impact investments to support non-profit organizations that are addressing global social challenges, since 2018 andasadirector since 2010. Daniel P. Huttenlocher Qualifications and Skills DeanofMITSchwarzmanCollege Mr. Huttenlocher’s individual qualifications and skills as a director include his experience of Computing as an internationally recognized computer scientist and in senior positions at MIT and Cornell University, both leading universities, Cornell Tech, a research, technology commercialization, and graduate-level educational facility, and the Xerox Palo Alto Research Center, a technology research facility, through which he gained experience with emerging technologies, as well as his customer experience skills. Age: Director since: Boardcommittees: Othercurrentpubliccompanyboards: 63 September2016 Leadership Development and Corning Incorporated Compensation Background Ms. McGrath served as Chair and Chief Executive Officer of MTV Networks Entertainment Groupworldwide, a division of Viacom, Inc., including Comedy Central and Nickelodeon, fromJuly 2004 until May 2011. She was part of the original founding and launch team for MTV in 1981. Subsequent to leaving Viacom, Ms. McGrath formed a multi-media joint venture with Sony Music Entertainment called Astronauts Wanted: No Experience Necessary, identifying and creating content with emerging digital media talent, at which Ms. McGrath served as President from June 2013 to March 2018 and continued as a senior advisor from March 2018 to December 2019. Ms. McGrath served as a board member of the American Red Cross from 2011 until 2014, and has served on the board of the Rock and Roll Hall of Fame since 2007. Judith A. McGrath Qualifications and Skills FormerChairandCEO Ms. McGrath’s individual qualifications and skills as a director include her leadership and of MTVNetworks multimedia operations experience as a longtime senior executive of MTV Networks Entertainment Group, through which she gained experience with content creation, advertising, and content distribution, as well as her customer experience skills. As CEO of MTV,Ms.McGrathwasresponsibleforthecompensationstrategyforover12,000 employees, diversity and inclusion initiatives for the employee population, and launching newmultimediabrandslike LOGO,acablechanneldedicatedtolifestyle and entertainment aimed at the LGBTQ+ consumer. Ms. McGrath further honed her digital andentrepreneurial experience with global customers in her role at Astronauts Wanted: NoExperience Necessary. Age: Director since: Boardcommittees: Othercurrentpubliccompanyboards: 69 July 2014 Leadership Development and None Compensation(Chair) 6

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BOARDOFDIRECTORSINFORMATION Background Mrs. Nooyi was the Chief Executive Officer of PepsiCo, Inc., a multinational food, snack, andbeveragecompany,fromOctober2006toOctober2018,whereshealsoservedas the Chair of its board of directors from May 2007 to February 2019. She was elected to PepsiCo’s board of directors and became its President and Chief Financial Officer in 2001, and held leadership roles in finance and corporate strategy and development after joining PepsiCo in 1994. Mrs. Nooyi has served as a director of Royal Philips since May 2021 and a director of Schlumberger Limited from April 2015 to April 2020. Mrs. Nooyi has also served as a trustee of The Asia Society, a global non-profit organization forging closer ties with Asia through arts, education, policy, and business outreach, since 2014; as a director of Indra K. Nooyi Partnership for Public Service, a non-profit, nonpartisan organization that strives for a moreeffective government for the American people, since 2019; as a trustee of FormerChairandCEO Memorial Sloan Kettering Cancer Center, the world’s oldest and largest private cancer of PepsiCo, Inc. center, since 2020; and as a trustee of the National Gallery of Art since 2021. Qualifications and Skills Mrs. Nooyi’s individual qualifications and skills as a director include her leadership experience as a longtime senior executive at a large corporation with international operations, through which she gained experience with consumer-focused product development, international operations, and marketing issues, as well as her customer experience skills and skills relating to financial statement and accounting matters when she was CFO. At PepsiCo, Mrs. Nooyi was the architect of Performance with Purpose (“PwP”), a strategy focused on delivering financial performance while shifting the company’s portfolio to healthier products (human sustainability), reducing water use and the company’s carbon footprint and moving to a closed loop plastics system (environmental sustainability), and creating an environment at PepsiCo where all employeescouldbesupportedasassociates and family builders/nurturers (talent sustainability). Mrs. Nooyi’s PwP was lauded for advancing environmental issues, implementing excellent governance, and sensible people practices. Age: Director since: Boardcommittees: Othercurrentpubliccompanyboards: 66 February 2019 Audit (Chair) Royal Philips Background Mr. Rubinstein was co-CEO of Bridgewater Associates, LP, a global investment managementfirm,fromMay2016toApril2017.Previously,Mr.RubinsteinwasSenior Vice President, Product Innovation, for the Personal Systems Group at the Hewlett- Packard Company(“HP”), a multinational information technology company, from July 2011 to January 2012, and served as Senior Vice President and General Manager, PalmGlobalBusiness Unit, at HP from July 2010 to July 2011. Mr. Rubinstein was Chief Executive Officer and President of Palm, Inc., a smartphone manufacturer, from June 2009 until its acquisition by HP in July 2010, and Chair of the Board of Palm, Inc. fromOctober2007throughtheacquisition. Prior to joining Palm, Mr. Rubinstein was a Senior Vice President at Apple Inc., also serving as the General Manager of the iPod Division. JonathanJ.Rubinstein Mr. Rubinstein has served as the lead director of Robinhood Markets, Inc. since May 2021 Formerco-CEOofBridgewater andadirector of Qualcomm Incorporated from May 2013 to May 2016. Associates, LP Qualifications and Skills Mr. Rubinstein’s individual qualifications and skills as a director include his leadership and technology experience as a senior executive at large financial and technology companies, through which he gained experience with hardware devices and emerging technologies, as well as his customer experience skills and skills relating to financial statement and accounting matters. Mr. Rubinstein also has deep experience addressing human capital managementissues,including oversight of workplace environment and culture, as well as in-depth knowledge of diversity, equity, and inclusion matters and environmental issues, through his roles as a senior executive and director at numerous technology and finance companies. Age: Director since: Boardcommittees: Othercurrentpubliccompanyboards: 65 December2010 Nominating and RobinhoodMarkets, Inc. Corporate Governance 2022ProxyStatement 7

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BOARDOFDIRECTORSINFORMATION Background Ms. Stonesifer served as the President and CEO of Martha’s Table, a non-profit, from April 2013 to March 2019. She served as Chair of the Board of Regents of the Smithsonian Institution from January 2009 to January 2012 and as Vice Chair from January 2012 to January 2013. From September 2008 to January 2012, she served as senior advisor to the Bill and Melinda Gates Foundation, a private philanthropic organization, where she was Chief Executive Officer from January 2006 to September2008andPresidentandCo-chairfromJune1997toJanuary2006.Since September2009,shehasalsoservedasaprivatephilanthropyadvisor. From 1988 to 1997, she worked in many roles at Microsoft Corporation, including as a Senior Vice President of the Interactive Media Division, and also served as the Chairwoman of the Patricia Q. Stonesifer Gates Learning Foundation from 1997 to 1999. FormerPresident and CEO of Ms. Stonesifer has served as a trustee of The Rockefeller Foundation, a private foundation dedicated to promoting the well-being of humanity throughout the world, Martha’s Table since 2019, as an emeritus member of the Museum Council of the Smithsonian National MuseumofAfricanAmericanHistoryandCulturesince2021,andasamemberofthe MuseumCouncilfrom2012to2020.Ms.StonesiferhasbeenamemberoftheBoardof Advisors of TheDream.US, a college access and success program for immigrant students, since 2020. Qualifications and Skills Ms. Stonesifer’s individual qualifications and skills as a director include her leadership experience as a senior executive at the Bill and Melinda Gates Foundation and at Microsoft, through which she gained experience with emerging technologies and consumer-focused product development and marketing issues, her knowledge of Amazonfromhavingservedasadirectorsince1997,herexperiencewithnon-profits fromherleadership of Martha’s Table and the Bill and Melinda Gates Foundation, as well as her customer experience skills and skills relating to public policy and financial statement and accounting matters. Age: Director since: Boardcommittees: Othercurrentpubliccompanyboards: 65 February 1997 Nominating and Corporate None Governance Background Mr. Weeks has been the Chief Executive Officer of Corning Incorporated, a glass and materials science innovator, since April 2005 and Chairman of the board of directors since April 2007. He has also held a variety of financial, commercial, business development, and general management positions across Corning’s market access platforms and technologies since he joined the company in 1983. Mr. Weeks has served on the Board of Trustees for the Corning Museum of Glass, which is dedicated to enriching and engaging local and global communities by sharing knowledge, collections, programs, facilities, and resources, since 2001. He also served as a director of Merck & Co., Inc. from February 2004 to May 2020. WendellP.Weeks Qualifications and Skills ChairmanandCEOof Mr. Weeks’s individual qualifications and skills as a director include his leadership and Corning Incorporated operations experience as a senior executive at a large, multinational corporation, experience with restructuring, emerging technologies, and product development, including his experience having earned 33 U.S. patents, as well as his customer experience skills and skills relating to financial statement and accounting matters. Mr. Weeks’s qualifications and skills also include his oversight of climate change initiatives in the areas of clean air and renewable energy, including overseeing Corning’s creation of new products in glass and ceramics vital to industry transformation, and his knowledgeofdiversity, equity, and inclusion initiatives through his experience launching Corning’s Office of Racial Equality and Social Unity, which is responsible for advancing communitypartnerships to support school diversity, community activism, and economic growth. Age: Director since: Boardcommittees: Othercurrentpubliccompanyboards: 62 February 2016 Audit Corning Incorporated 8

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BOARDOFDIRECTORSINFORMATION Director Nominee Diversity, Tenure, Skills, and Characteristics TheNominatingandCorporateGovernanceCommitteeannuallyreviewsthetenure,performance,andcontributions 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 candidateconsideredimportantbytheNominatingandCorporateGovernanceCommitteeare:acommitmenttorepresenting 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. BoardDiversity As stated in the Board of Directors Guidelines on Significant Corporate Governance Issues, the Nominating and Corporate GovernanceCommitteeseeksoutcandidateswithadiversityofexperienceandperspectives,includingdiversity with respect to race, gender, geography, and areas of expertise. The Nominating and Corporate Governance Committee includes, and has any search firm that it engages include, women, individuals from underrepresented racial/ethnic groups, and individuals whoidentify as LGBTQ+ in the pool from which the Committee selects director candidates. When considering candidates as potential Board members, the Board and the Nominating and Corporate Governance Committee evaluate the candidates’ ability to contribute to such diversity. The Board assesses its effectiveness in this regard as part of its annual Board and director evaluation process. Currently, of our nine independent director nominees, five are women, two are from underrepresented racial/ethnic groups, and three have served for five years or less. BoardDiversity Matrix (As of April 14, 2022) Total NumberofDirectors 11 Female Male Directors 56 NumberofDirectorsWhoIdentifyinAnyoftheCategoriesBelow: African American or Black 1— Asian 1— White 36 BoardTenure OurBoard’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 five new directors on- boarding and three directors leaving in the last three years). The tenure range of our director nominees is as follows: TenureonBoard NumberofDirectorNominees Morethan10years 3 6-10years 4 5years or less 4 2022ProxyStatement 9

BOARDOFDIRECTORSINFORMATION Corporate Governance BoardLeadership TheBoardisresponsible 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 Jonathan J. Rubinstein, in order to promote independent leadership of the Board. Theleaddirector 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, theannualscheduleofregularBoardmeetingsandmajorBoardmeetingagendatopics.Theguidanceanddirectionprovided bytheleaddirector reinforce the Board’s independent oversight of management and contribute to communication amongmembersoftheBoard. Director Independence TheBoardhasdeterminedthatthefollowingdirectors are independent as defined by Nasdaq rules: Gen. Alexander, Ms.Cooper,Ms.Gorelick,Mr.Huttenlocher,Ms.McGrath,Mrs.Nooyi,Mr.Rubinstein,Ms.Stonesifer,andMr.Weeks.Inaddition, the Board determined that Rosalind G. Brewer and Mr. Ryder, who served as directors until February 16, 2021 and December 31, 2021, respectively, were independent during the time they served as directors. 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 Gen. Alexander, the Board considered payments in the past three years in the ordinary course of business from IronNet to Amazon for AWS services, which were under standard, arms-length terms and were not significant to the Company.ForMs.BrewerandMr.Weeks,theBoardconsideredpaymentsinthepastthreeyearsintheordinarycourseof business from the Company to Starbucks Corporation and Corning Incorporated, respectively, or their affiliates. All such paymentswerenotsignificant for any of these companies. For Mr. Ryder, the Board considered that his son-in-law has been employedwithAmazonsince2008inanon-officerandnon-strategicposition, as disclosed in “Certain Relationships and Related Person Transactions.” Risk Oversight As part of regular Board and committee meetings, the directors oversee executives’ management of risks relevant to the Company.WhilethefullBoardhasoverall responsibility for risk oversight, the Board has delegated responsibility related to certain risks to the Audit Committee, the Leadership Development and Compensation Committee, and the Nominating andCorporateGovernanceCommittee.TheAuditCommitteeisresponsibleforoverseeingmanagementofrisksrelatedto our financial statements and financial reporting process, business continuity, and operational risks, the qualifications, independence, and performance of our independent auditors, the performance of our internal audit function, legal and regulatorymatters,andourcompliancepoliciesandprocedures.TheLeadershipDevelopmentandCompensationCommittee 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 otherhumancapitalmanagementmatters,includingworkplacesafety,culture,diversity,discrimination,andharassment.The Nominating and Corporate Governance Committee is responsible for overseeing management of risks related to our environmental, sustainability, and corporate social responsibility practices, including risks related to our operations and our supplychain.ThefullBoardregularlyreviewsreportsfrommanagementonvariousaspectsofourbusiness,includingrelated 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. 10

BOARDOFDIRECTORSINFORMATION AnadhoccommitteeoftheBoardappointedin2022receivesreportsfrommanagementandreportstotheBoardatleast annually on data protection and cybersecurity matters and reviews the measures implemented by the Company to identify andmitigate data protection and cybersecurity risks. The Company requires employees with access to information systems, including all corporate employees, to undertake data protection and cybersecurity training and compliance programs annually. Corporate Governance Documents Please visit our investor relations website at www.amazon.com/ir, “Corporate Governance,” for additional information on our corporate governance, including: • our Restated Certificate of Incorporation and Bylaws; • the Board of Directors Guidelines on Significant Corporate Governance Issues, which includes policies on shareholder communicationswiththeBoard,directorattendanceatourannualmeetings,directorresignationstofacilitateourmajority vote standard, director stock ownership guidelines, succession planning, and compensation clawbacks; • thechartersapprovedbytheBoardfortheAuditCommittee,theLeadershipDevelopmentandCompensationCommittee, andtheNominatingandCorporateGovernanceCommittee; • the Code of Business Conduct and Ethics; and • our U.S. Political Engagement Policy and Statement. Environmental, Social, and Human Capital Initiatives Weregularly publish information regarding our sustainability, environmental, social, and human capital goals and initiatives onourwebsite, including in our sustainability report titled “Further and Faster, Together.” This report also includes our reporting under the Sustainability Accounting Standards Board (“SASB”), Task Force on Climate-Related Financial Disclosures (“TCFD”), and UN Guiding Principles on Business and Human Rights reporting frameworks. Key highlights from our website andthis report include: • TheClimatePledge.Withourco-founderGlobalOptimism,in2019weannouncedTheClimatePledge,acommitment to be net-zero carbon across our business by 2040, a decade ahead of the Paris Agreement’s goal of 2050. We are proud that more than 300 companies across 51 industries and 29 countries have joined The Climate Pledge. As part of this commitment, we publish our carbon footprint and calculation methodology, and we have joined the Science Based TargetsInitiative,reaffirmingourcommitmenttoreducecarbonemissionsinlinewithourongoingscience-basedapproach to tackle climate change. Amazon also launched The Climate Pledge Fund in 2020 to support the development of sustainable and decarbonizing technologies and services. This dedicated investment program—with an initial $2 billion in funding—invests in visionary companies whose products and solutions are expected to facilitate the transition to a low- carbon economy. 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. • RenewableEnergy.Weareonapathtopoweringouroperationswith100%renewableenergyby2025—fiveyears aheadofouroriginal target of 2030. In 2020, we reached 65% renewable energy across our business and became the world’s largest corporate purchaser of renewable energy. • ShipmentZero.ShipmentZeroisourgoalofdelivering50%ofAmazonshipmentswithnet-zerocarbonby2030. ShipmentZeromeansthatthefulfillmentoperationsweundertaketodeliveracustomer’sshipmentarenet-zerocarbon— fromthefulfillment center, to the packaging materials, to the mode of transportation that gets the package to the customer’s door. • Transportation. We plan to deploy 100,000 custom electric delivery vehicles by 2030. Our custom electric delivery vehicles hit the road testing with customer deliveries in Los Angeles in February 2021, and since have expanded to 15 additional U.S. cities, including San Francisco, Nashville, Tulsa, Minneapolis, Denver, and more. We are also investing in a varietyofsolutionstoreducecarbonemissionsoffreightandairtransport,includingbatteryelectricandhydrogen-powered trucks, compressed natural gas tractors, and sustainable aviation fuels and technologies. • OurBuildings. Amazonisworkingtoreducethecarbonemissionsassociated with our buildings, from the carbon embodiedinconstructionmaterialstotheoperationalemissionsfrompoweringouractivities.In2020,welaunchedanin- depth study of our operations facilities to examine the energy intensity of our buildings and identify ways to reduce 2022ProxyStatement 11

BOARDOFDIRECTORSINFORMATION carbon through energy efficiency enhancements, new technologies, and sustainable building materials. We have started applying these insights across building types and are incorporating best practices into future building development plans. • Circular Economy and Driving Toward Zero Additional Packaging. Amazon is minimizing waste, increasing recycling, andproviding options for our customers to reuse, repair, and recycle their products. We created our Frustration-Free Packaging program to encourage manufacturers to package their products in easy-to-open, 100% recyclable packaging, andsince 2015, we have eliminated more than one million tons of packaging material and reduced the weight of outboundpackagingbyover36%.Weareimprovingthedesignandmaterialsusedforourpackaging,reducingweight, andimprovingthecompositionofourplastic packaging to use less material and incorporate more recycled content. • Investing in Our Communities. Amazon supports our communities by providing access to food and basic needs, assisting in the COVID-19 community response, supporting disaster relief, and investing in access to computer science education.In2021,weestablishedtheAmazonHousingEquityFundtoprovidemorethan$2billioninbelow-marketloans andgrants to preserve and create affordable homes for individuals and families earning moderate to low incomes in our three hometowncommunities—Washingtonstate’sPugetSoundregion;theWashington,D.C.,andArlington, Virginia, metropolitan areas; and Nashville, Tennessee. • HumanRights.Ourcommitmentandapproachtohumanrightsareinformedbyleadinginternationalstandardsand frameworks developed by the United Nations (“UN”) and the International Labour Organization (“ILO”). Amazon is committedtorespecting 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 RightsatWork.WehavecodifiedourcommitmenttohumanrightsinourAmazonGlobalHumanRightsPrinciples.Wealso publish Supply Chain Standards, which detail the requirements and expectations for our suppliers, their supply chains, andselling partners who list products in our stores, and they are grounded in principles of inclusivity, continuous improvement, and supply chain accountability. In addition, since 2020, we have worked with a sustainability and human rights consulting firm to identify salient human rights risks across our business, and we plan to use the assessment results to build on current practice and prioritize our human rights due diligence efforts. In 2020, we also conducted our first humanrightsimpactassessmenttoassesstherawandrecoveredmaterialssupplychainforAmazon-brandeddigital devices. • HumanCapital.Wesupportouremployeesthroughinitiativesfocusingonworkplacehealthandsafety,investments in benefitsandopportunities,andemployeeengagement.WeaimtobeEarth’ssafestplacetowork.In2021,weinvestedover $300million in safety improvements such as capital improvements, new safety technology, vehicle safety controls, and engineered ergonomic solutions. In January 2022, we also published our first safety report highlighting our commitment to and innovations in worker safety and disclosing key safety metrics. In the United States, we are a leader in providing our employees an average starting wage of more than $18 per hour, more than double the federal minimum wage. In addition, we provide numerous benefits to our employees, including comprehensive medical benefits, a 401(k) plan with a Company match, and up to 20 weeks of parental leave (birth parents are eligible for up to 20 weeks of leave and partners up to six). • Diversity, Equity, and Inclusion. We continue to prioritize pay equity and publish details on gender and racial/ethnic group pay statistics. When evaluating 2021 compensation, our reported data demonstrates that women globally and in the United States earned 99.8 cents and 99.9 cents, respectively, for every dollar that men earned performing the same jobs, and racial/ethnic minorities in the United States earned 99.2 cents for every dollar that white employees earned performingthesamejobs.Weareinvestingininternalandexternalprogramstoassistdiverseleaderstoadvanceintomore senior roles. For example, we are one of the initial 12 launch employers participating in the Management Leadership for Tomorrow(“MLT”)BlackEquity at Work Certification Program, which is a clear and comprehensive new standard that requires employers to assess and make meaningful progress toward achieving Black equity internally while supporting Black equity in society. Additionally, starting in 2020, our senior leadership team dove deep into the mechanisms we use tohire,develop,andpromoteemployees,sothatwecanbetteridentifyopportunitiestoensureequitableaccessforall.We also publicly announced ambitious 2020 and 2021 Company-wide goals for diversity, equity, and inclusion. We continue toinspectandrefinethemechanismsweusetohire,develop,evaluate,andretainouremployeestopromoteequityforall candidates and employees. Our 13 employee-led Affinity Groups, which engage employees across hundreds of chapters around the world, further foster our commitment to diversity, equity, and inclusion. These ambitious and impactful goals and initiatives build on Amazon’s long-term commitment to sustainability, as well as our commitmenttosupporting our employees, partners in our supply chain, and our communities. These are just some examples of the many sustainability, environmental, social, and human capital initiatives we have underway, as we seek to 12

BOARDOFDIRECTORSINFORMATION constantly invent across the Company. We encourage you to learn more about these initiatives and our progress towards meeting our goals by reviewing our sustainability report titled “Further and Faster, Together” and website at sustainability.aboutamazon.com, our safety report titled “Delivered with Care: Safety, Health, and Well-Being at Amazon” andwebsiteatsafety.aboutamazon.com, our views on certain issues at www.aboutamazon.com/about-us/our-positions, and other postings on our “About Amazon” website at www.aboutamazon.com. Shareholder Engagement Webelievethateffective corporate governance includes year-round engagement with our shareholders and other stakeholders. 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 to three 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 ofengagingwithshareholdersonlypriortoourannualmeetingonissuestobevotedonintheproxystatement).Depending onthecircumstance,ourleaddirectororanotherindependentdirectormayengageintheseconversationswithshareholders as well. In 2021, as part of our corporate governance engagement, we met with corporate governance representatives at shareholders owningover35%ofourstock(notcountingtheapproximately13%votedbyourfounderandExecutiveChair) andrespondedtonumerouslettersfromourinvestors.Ourdirectengagementwithshareholdershelpsusbetterunderstand our shareholders’ priorities, perspectives, and issues 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 andregularly share them with our Board as we review and evolve our practices and disclosures. 2022ProxyStatement 13

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      BOARDOFDIRECTORSINFORMATION Board Meetings and Committees TheBoardmeetsregularlyduring the year, and holds special meetings and acts by unanimous written consent whenever circumstances require. During 2021, 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 2021. All directors then serving attended the 2021 Annual Meeting of Shareholders. In addition, during 2021, the Board participated in regularly scheduled teleconference discussions on various topics, generally on a monthly basis. TheBoardhasestablishedanAuditCommittee,aLeadershipDevelopmentandCompensationCommittee,andaNominating andCorporateGovernanceCommittee,eachofwhichiscomprisedentirelyofdirectorswhomeettheapplicableindependence requirements of the Nasdaq rules. The Committees keep the Board informed of their actions and provide assistance to the Boardinfulfillingitsoversightresponsibilitytoshareholders.Thetablebelowprovidescurrentmembershipinformationaswell as meeting information for the last fiscal year. Leadership Nominating Developmentand andCorporate Audit Compensation Governance Name Committee Committee Committee Jeffrey P. Bezos AndrewR.Jassy Keith B. Alexander (1) Edith W. Cooper JamieS.Gorelick Daniel P. Huttenlocher Judith A. McGrath Indra K. Nooyi JonathanJ.Rubinstein Patricia Q. Stonesifer WendellP.Weeks Total Meetings in 2021 764 CommitteeChair (1) Ms. Cooper joined the Leadership Development and Compensation Committee on September 20, 2021. Thefunctions performed by these Committees, which are set forth in more detail in their charters, are summarized below. Audit Committee TheAuditCommitteerepresentsandassists the Board in fulfilling its oversight responsibility relating to our financial statements and financial reporting process, the qualifications, independence, and performance of our independent auditors, the performance of our internal audit function, legal and regulatory matters, and our compliance policies and procedures. In addition, prior to the formation in 2022 of the ad hoc committee to oversee data protection and cybersecurity matters, the AuditCommitteewasresponsibleforoversightofsuchmatters.TheBoardhasdesignatedeachofMr.WeeksandMrs.Nooyi as an Audit Committee Financial Expert, as defined by Securities and Exchange Commission (“SEC”) rules. 14

      Amazon 2022 Proxy Statement - Page 22

      BOARDOFDIRECTORSINFORMATION Recent Focus Areas During the past year, the Audit Committee met with management and reviewed matters that included: • the Company’s risk assessment and compliance functions; • data privacy and security; • public policy expenditures; • treasury and investment matters; • tax matters; • accounting industry issues; • the performance of our internal audit function; • the reappointment of our independent auditor; and • pending litigation. TheAuditCommitteeannuallyreviewstheCompany’sU.S.Political Engagement Policy and Statement and a report on the Company’spublic policy expenditures. The Audit Committee also met with the auditors to review the scope and results of the auditor’s annual audit and quarterly reviews of the Company’s financial statements. Leadership Development and Compensation Committee TheLeadership 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, andoverseestheCompany’sstrategiesandpoliciesrelatedtohumancapitalmanagement,allwithaviewtowardsmaximizing long-term shareholder value. The Committee may engage compensation consultants but did not do so in 2021, and during 2021 reviewed and discussed peer company compensation benchmarking and surveys prepared by management andbyaconsultingfirmhired by managementtoprovidesurveydata. 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. Recent Focus Areas During the past year, the Leadership Development and Compensation Committee met with management and reviewed matters that included: • the design, amounts, and effectiveness of the Company’s compensation of senior executives; • managementsuccessionplanning; • the Company’s benefit and compensation programs; • the Company’s human resources programs, including review of workplace discrimination and harassment reports, worker safety and workplace conditions, and diversity, equity, and inclusion matters; and • feedback from the Company’s shareholder engagement. 2022ProxyStatement 15

      BOARDOFDIRECTORSINFORMATION NominatingandCorporateGovernanceCommittee TheNominatingandCorporateGovernanceCommitteereviewsandassessesthecompositionandcompensationofthe Board,assistsinidentifyingpotentialnewcandidatesfordirector,recommendscandidatesforelectionasdirector,andoversees the Company’s environmental, social, and corporate governance policies and initiatives. The Nominating and Corporate GovernanceCommitteealsorecommendstotheBoardcompensationfornewlyelecteddirectorsandreviewsdirector compensation as necessary. Recent Focus Areas During the past year, the Nominating and Corporate Governance Committee met with management and reviewed matters that included: • the Board’s composition, diversity, and skills in the context of identifying and evaluating new director candidates to join the Board; • the Board’s recruitment and self-evaluation processes; • Board compensation; • Board Committee membership and qualifications; • consideration of the Company’s policies and initiatives regarding the environment and sustainability, corporate social responsibility, and corporate governance; and • feedback from the Company’s shareholder engagement on the foregoing matters. Director Nominations TheNominatingandCorporateGovernanceCommitteeconsiderscandidatesfordirector whoarerecommendedbyits members,byotherBoardmembers,byshareholders,andbymanagement,aswellasthoseidentifiedbyathird-partysearch firm retained to assist in identifying and evaluating possible candidates. Ms. Cooper was initially recommended to the Nominating and Corporate Governance Committee by a third-party search firm pursuant to a director recruitment process conducted in 2021. 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 “Director Nominee Diversity, Tenure, Skills, and Characteristics.” Shareholder RecommendationsforDirectors 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: • thename,address,andbiographyofthecandidate,andanindicationofwhetherthecandidatehasexpressedawillingness to serve; • the name, address, and phone number of the shareholder or group of shareholders making the recommendation; and • 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. TobeconsideredbytheNominatingandCorporateGovernanceCommitteeforthe2023AnnualMeetingofShareholders, a director candidate recommendation must be received by the Secretary of Amazon.com, Inc. by December 15, 2022. OurBylawsprovideaproxyaccessrightforshareholders,pursuanttowhichashareholder,orgroupofupto20shareholders, mayincludedirector 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 haveownedatleast3%oftheaggregateoftheissuedandoutstandingsharesofourcommonstockcontinuouslyforatleast the prior three years and must satisfy the additional eligibility, procedural, and disclosure requirements set forth in our Bylaws. 16

      BOARDOFDIRECTORSINFORMATION CompensationofDirectors Director Compensation Philosophy Ourdirectors do not receive cash compensation for their services as directors or as members of committees of the Board, butwepayreasonableexpensesincurredforattendingmeetings.AtthediscretionoftheBoard,directorsareeligibletoreceive stock-based awards under the 1997 Stock Incentive Plan (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. 2021StockAwards Based on the Nominating and Corporate Governance Committee’s recommendation, the Board approved restricted stock unit awards for: (1) 285 shares to Ms. Cooper on September 20, 2021, vesting in three equal annual installments on November15,2022,November15,2023,andNovember15,2024;and(2)285sharestoMr.WeeksonNovember11, 2021, vesting in three equal annual installments on February 15, 2023, February 15, 2024, and February 15, 2025. The SeptemberandNovember2021awardsweredesignedtoprovideapproximately$318,000incompensationannually,based onanassumedvalueoftherestrictedstockunits vesting in each year, which compensation represents the 50th percentile forannualdirectorcompensationamongagroupofpeercompanies.Whendeterminingtheamountandvestingschedulefor 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. 2022ProxyStatement 17

      Amazon 2022 Proxy Statement - Page 25

      BOARDOFDIRECTORSINFORMATION Thefollowing table sets forth for the year ended December 31, 2021 all compensation reportable for directors who served during 2021, as determined by SEC rules. Director Compensation for 2021 (1) Name StockAwards (2) Jeffrey P. Bezos $— (2) AndrewR.Jassy — Keith B. Alexander(3) — Rosalind G. Brewer(4) — (5) Edith W. Cooper 958,171 (6) JamieS.Gorelick — (7) Daniel P. Huttenlocher — (8) Judith A. McGrath — (9) Indra K. Nooyi — (7) JonathanJ.Rubinstein — ThomasO.Ryder(7) — (7) Patricia Q. Stonesifer — (10) WendellP.Weeks 999,026 (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 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 2021 Annual Report on Form 10-K. (2) Mr. Bezos and Mr. Jassy did not receive any compensation for their services as directors in addition to their compensation for services as executives. (3) Gen. Alexander held 192 unvested restricted stock units as of December 31, 2021. (4) Ms. Brewer, who ceased to serve as a director in February 2021, did not hold any unvested restricted stock units as of December 31, 2021. (5) Ms. Cooper held 285 unvested restricted stock units as of December 31, 2021. (6) Ms. Gorelick held 294 unvested restricted stock units as of December 31, 2021. (7) Ms. Stonesifer and Messrs. Huttenlocher, Rubinstein, and Ryder each held 172 unvested restricted stock units as of December 31, 2021. Mr. Ryder’s unvested restricted stock units were cancelled as of such date when he retired as a director. (8) Ms. McGrath held 192 unvested restricted stock units as of December 31, 2021. (9) Mrs. Nooyi held 183 unvested restricted stock units as of December 31, 2021. (10) Mr. Weeks held 475 unvested restricted stock units as of December 31, 2021. 18

      Amazon 2022 Proxy Statement - Page 26

      ITEM2—RATIFICATIONOFTHEAPPOINTMENTOF ERNST&YOUNGLLPASINDEPENDENTAUDITORS Undertherules 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 Committeehasappointed,and,asamatterofgoodcorporategovernance,isrequestingratificationbythe 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, 2022. 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 andcomplexity of our business, as well as the potential impact of changing independent auditors. TheBoardofDirectorsandtheAuditCommitteebelievethatthecontinuedretentionofE&YastheCompany’sindependent auditor is in the best interests of the Company and its shareholders. If shareholders do not ratify the selection of E&Y, the Audit Committeewillevaluatetheshareholdervotewhenconsideringtheselectionofaregisteredpublicaccountingfirmfor the audit engagement for the 2023 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. WhyWeRecommendYouSupportThisProposal • TheAuditCommitteeundertakesarobustevaluationprocess each year to confirm that the retention of E&Y as our independent auditor continues to be in our shareholders’ best interests. • E&Yhasservedasourindependentauditorsince1996,whichprovidesthefirmwithadeepunderstanding,andthe ability to handle the breadth and complexity, of our business. • E&Yprovidesonlylimited services other than audit and audit-related services. TheBoardofDirectorsrecommendsavote“FOR”ratificationoftheappointmentofE&Yasourindependent auditors for the fiscal year ending December 31, 2022. 2022ProxyStatement 19

      AUDITORS Representatives of E&Y are expected to participate in the Annual Meeting and will have an opportunity to make a statement andrespondtoappropriate questions from shareholders. Fee Information Thetable 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: Fiscal 2021 Fiscal 2020 Audit Fees $29,364,000 $26,608,000 Audit-Related Fees 5,667,000 4,200,000 Tax Fees 00 All Other Fees 325,000 95,000 Total Fees 35,356,000 30,903,000 Audit Fees Audit fees include the aggregate fees for the audit of our annual consolidated financial statements and internal controls, andthereviewsofeachofthequarterlyconsolidatedfinancialstatementsincludedinourForms10-Q.Thesefeesalsoinclude 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, includingacquisitions,andtotheadoptionofnewaccountingstandards,aswellasadditionalproceduresrelatedtoaccounting records performed to comply with regulatory reporting requirements and to provide certain attest reports. TaxFees Tax fees, if any, include tax compliance services and assistance with federal and provincial tax-related matters for certain international entities. All Other Fees All other fees were for advisory services related to sustainability reporting. 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 statementsandinternalcontrols. The Audit Committee has adopted a pre-approval policy under which the Audit Committee approvesinadvanceallauditandnon-auditservicestobeperformedbyourindependentauditors.Aspartofitspre-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 thepre-approval(orwithinsuchotherperiodfromthedateofpre-approvalasmaybeprovided).Ifthereareanyadditional 20

      Amazon 2022 Proxy Statement - Page 28

      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 TheAuditCommitteeiscomposedsolelyofindependentdirectorsmeetingtheapplicable 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 orauditors,andtheirfunctionsarenotintendedtoduplicateortocertifytheactivitiesofmanagementandtheindependent registered public accounting firm. The Company’s independentauditorsareengagedtoauditandreportontheconformity of the Company’sfinancial 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, 2021 (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 CompanyAccountingOversightBoard(“PCAOB”)andtheSecuritiesandExchangeCommission.Inaddition,theAudit Committeehasreceivedthewritten 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, 2021, for filing with the Securities and Exchange Commission. TheAuditCommittee Keith B. Alexander Indra K. Nooyi WendellP.Weeks 2022ProxyStatement 21

      ITEM3—ADVISORYVOTETOAPPROVE EXECUTIVECOMPENSATION Weareaskingshareholderstoapprove,onanadvisorybasis,thecompensationofournamedexecutiveofficersasdisclosed in the Compensation Discussion and Analysis, the Summary Compensation Table, and the related compensation tables andnarrative. As described in the “Compensation Discussion and Analysis” section of this Proxy Statement, the Leadership Development andCompensationCommitteehasstructuredourexecutivecompensationprogramtotietotalcompensationtolong-term performance that supports shareholder value, as reflected primarily in our stock price. Webelieveourcompensationphilosophyhasservedouremployeesandshareholderswell,sinceasoftheendof2021,our stock price had increased approximately 30,716% over twenty years (a compound annual growth rate of 33%), 1,826% over ten years, 345% over five years, and 122% over three years. In addition, since our 2021 Annual Meeting of Shareholders, we contacted shareholders owning approximately 35% of our stock(notcountingtheapproximately13%votedbyourfounderandExecutiveChair)andmetwithshareholdersowningover 30%ofourstockspecifically to discuss executive compensation. During these meetings we discussed, among other things, the elements, design, and operation of our executive compensation program, the processes undertaken by the Leadership DevelopmentandCompensationCommittee,andthedetailsofthe2021equityawardstoournamedexecutiveofficers. Overthecourseofthesemeetings,weheardawiderangeofviews,withmostofourlargestinvestorsindicatingthatthey understand and appreciate the long-term, owner-oriented nature of our stock awards and how these awards support our operations and culture. A small minority of investors expressed the view that the Company should be granting smaller equity awards with payouts conditioned on discrete performance goals. However, these shareholders did not have a clear consensus,andinmanycasesdidnothavesuggestions,forspecificperformancecriteriaorspecificpeergroupcomparisons that would be appropriate for Amazon. Other shareholders did not express either a positive or negative position on our executive compensation. Weurgeshareholderstoreadthe“CompensationDiscussionandAnalysis,” as well as the Summary Compensation Table andrelated 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 2022 Annual Meeting, our next advisory vote on executive compensation will occur at our 2023 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. 22

      WhyWeRecommendYouSupportThisProposal • Ourexecutive compensation philosophy focuses on the true long-term success of our business, not on isolated one-, two-, or three-year goals that encompass only a limited and selective portion of our objectives and that can reward executives with above-target payouts even when the stock price remains flat or declines. • Ouremphasisonperiodicgrantsoftime-vested restricted stock units that vest over the long term perfectly aligns our executives’ compensation with the returns we deliver to shareholders. • Having considered other approaches to structuring executive compensation arrangements, we remain committed to the structure of our executive compensation because it has worked effectively, having allowed us to: ✓attract and retain incredibly talented people who have guided our business through countless challenges; ✓developourbusinessinwaysthatwecouldnothaveconceivedafewyearsearlier,includinginitiatives that later becameAWS,Kindle,Alexa, and our robust third-party seller business; ✓makelong-termcommitmentstosustainabilityandotherenvironmental, social, and human capital initiatives and goals; and ✓deliver strong long-term returns to our shareholders. TheBoardofDirectorsrecommendsavote“FOR”approval,onanadvisorybasis,ofourexecutive compensationasdescribedinthisProxyStatement. 2022ProxyStatement 23

      ITEM4—APPROVALOFANAMENDMENTTO THECOMPANY’SRESTATEDCERTIFICATEOF INCORPORATIONTOEFFECTA20-FOR-1SPLIT OFTHECOMPANY’SCOMMONSTOCKANDA PROPORTIONATEINCREASEINTHENUMBEROF AUTHORIZEDSHARESOFCOMMONSTOCK Weareaskingshareholders to approve a 20-for-1 split of the Company’s common stock (the “Stock Split”), along with a proportionate increase in the number of authorized shares of common stock from 5 billion to 100 billion, to be effected through an amendmenttotheCompany’sRestatedCertificate of Incorporation (the “Proposed Amendment”). Specifically, theProposedAmendment,whichtheBoardhasapprovedanddeclaredadvisable,wouldamendthefirstsentenceofandadd twoadditional sentences to Article 4 as follows: Thetotal authorized stock of the corporation shall consist of 5,000,000,000 100,000,000,000 shares of Common Stock having a par value of $.01 per share and 500,000,000 shares of Preferred Stock having a par value of $.01 per share. Upon the effectiveness of the Certificate of Amendment of the Restated Certificate of Incorporation adding this sentence (the “Effective Time”), each issued share of Common Stock immediately prior to the Effective Time shall automatically be subdivided and reclassified into 20 shares of Common Stock. Each certificate that immediately prior totheEffectiveTimerepresentedsharesofCommonStock(“OldCertificates”)shallthereafterrepresentthatnumberof shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been subdivided and reclassified. PurposeandEffectofProposedStockSplit TheBoardanticipates that the increase in the number of outstanding shares resulting from the Stock Split will reset the marketpriceofthecommonstockinarangethatwouldgiveouremployeesmoreflexibilityinhowtheymanagetheirequity in Amazon and make the common stock more accessible for anyone who wants to invest in Amazon. If the Proposed Amendment is adopted, each shareholder of record at the close of business on the Effective Date (as defined below) will become the record owner of 19 additional shares of common stock for each share of common stock then ownedofrecordbysuchshareholder. All shares issued as a result of the Stock Split will be issued in book-entry form, either through the Direct Registration System (“DRS”) or as a credit to an existing account of a shareholder of record. Consequently, certificates representing shares of common stock currently issued should be retained by each shareholder andshouldnotbereturnedtotheCompanyortoitstransferagent,asitwillnotbenecessarytosubmitoutstandingcertificates for exchange. In connection with the Stock Split, and pursuant to the anti-dilution adjustment provisions in the Company’s equity compensation plans, including the Company’s 1997 Stock Incentive Plan, as amended and restated, the Company’s 1999 Nonofficer Employee Stock Option Plan, as amended and restated, and any other equity incentive plan or arrangement maintainedbytheCompany,proportionateadjustmentswillbemadetothenumberofsharesofcommonstockthatremain available for issuance pursuant to such plans, as well as to the outstanding awards under such plans. Specifically, the numberofsharesthatremainavailable for issuance pursuant to such plans as well as the per-person annual award limits set forth in such plans will increase by a multiple of 20, the number of shares subject to outstanding awards under such plans will increase by a multiple of 20, and the exercise price per share of stock options granted under such plans will be divided by20. If the Proposed Amendmentisadopted,theamountoftheCompany’scommonstockaccountasreflectedintheCompany’s consolidated financial statements will be increased to reflect the additional shares issued at a par value of $0.01 per share, 24

      andtheamountoftheadditionalpaid-incapital account will be reduced by the same amount, with no overall net effect on total stockholders’ equity. PurposeandEffectofIncreasingtheNumberofAuthorizedSharesofCommonStock TheProposedAmendmentwouldincreasethenumberofauthorizedsharesofcommonstockoftheCompanyfrom 5billion to 100 billion. The additional 95 billion shares would be a part of the existing class of common stock and, if and whenissued, would have rights identical to the currently outstanding common stock of the Company. The Proposed Amendmentwouldnotaffectthepreferredstock,forwhichtherearecurrently no shares outstanding. Theprimarypurposeofincreasing the number of authorized shares of common stock is to facilitate the Stock Split. As of December31,2021,therewereapproximately509millionsharesofcommonstockoutstandingandapproximately97million shares reserved for issuance under the Company’s equity compensation plans. Accordingly, approximately 4.4 billion shares of common stock remained available for issuance, which number is insufficient to effectuate the Stock Split. Aproportionate increase in the number of authorized shares of common stock would also have the additional benefit of preserving the relative proportion of outstanding or reserved shares to unissued shares of common stock. Except for shares reserved for issuance under existing equity compensation plans and shares that would be issued pursuant to the Stock Split, the Board has no current plans to issue additional shares of common stock. The Board has not proposed the increase in authorized shares of common stock in order to discourage tender offers or takeover attempts of the Company. However, the availability of these authorized shares for issuance may have the effect of discouraging a merger, tender offer, proxy contest, or other attempt to obtain control of the Company. Effective Date of Proposed Amendment and Issuance of Shares for Stock Split If shareholders approve the Proposed Amendment, the Company intends to file a certificate of amendment to the Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, and the Proposed Amendment will becomeeffective at the time of that filing (such date, the “Effective Date”). The Company has announced that the Effective Date will be May 27, 2022, and that such additional shares will be reflected in accounts for shareholders of record on or about June 3, 2022 (such date, the “Distribution Date”). The Board reserves the right, notwithstanding shareholder approval of the Proposed Amendment,andwithoutfurtheractionbytheshareholders,toelectnottoproceedwiththeamendment if, at any time prior to filing the amendment, the Board determines that it is no longer in the best interests of the Company andits shareholders to proceed with the Stock Split. Please do not destroy or send your existing stock certificates to the Company. If the Proposed Amendment is adopted, those certificates will remain valid for the number of shares shown thereon, and should be carefully preserved by you. All shares issued as a result of the Stock Split will be issued in book-entry form, either through DRS or as a credit to an existing stockholder of record account. You will receive information about the additional shares to which you are entitled on or around the Distribution Date. WhyWeRecommendYouSupportThisProposal • TheStockSplit would give our employees more flexibility in how they manage their equity in Amazon and make the commonstockmoreaccessibleforanyonewhowantstoinvestinAmazon. • Theproportionate increase in the number of authorized shares of common stock would also have the additional benefit of preserving the relative proportion of outstanding or reserved shares to unissued shares of common stock. TheBoardofDirectorsrecommendsavote“FOR”theamendmenttotheCompany’sRestatedCertificateof Incorporation to effect a 20-for-1 split of the Company’s common stock and a proportionate increase in the numberofauthorizedsharesofcommonstock. 2022ProxyStatement 25

      SHAREHOLDERPROPOSALS Webelievethateffective corporate governance includes year-round engagement with our shareholders and other stakeholders.Wemeetregularlywithbothlargeandsmallinvestorstodiscussbusinessstrategy,performance,compensation philosophy, corporate governance, and environmental and social topics. This direct engagement helps us better understand our shareholders’ priorities, perspectives, and issues 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 andregularly share them with our Board as we review and evolve our practices and disclosures. Items 5 through 19 are shareholder proposals that will be voted on at the Annual Meeting only if properly presented by or onbehalfoftheshareholderproponent.Someoftheseproposalscontainassertionsthatwebelieveareincorrect,andwehave not attempted to refute all of the inaccuracies. This year, certain of the shareholder proposals relate to environmental, sustainability, workforce and human capital management,social, or governance issues, often requesting that we prepare a report, adopt a policy, or take some other particular action. In many cases, we already support some of the initiatives or share the concerns addressed in such proposals, andweoftenalreadyhavetakenactionsthatwebelieveaddresstheunderlyingconcernsofaproposalorthatreporton those aspects of a matter that are most relevant to us, but we may disagree with how the proposal seeks to prescribe the mannerinwhichweapproachorreportontheissue.Insomecases,wehavealreadypublishedthesubstantiveinformation requested by proposals, but the proponents have nevertheless declined to withdraw their proposals. Thefollowing are some of Amazon’s goals and initiatives highlighted on our website and in our sustainability report titled “FurtherandFaster,Together,”whichalsoincludesourreportingundertheSASB,TCFD,andUNGuidingPrinciplesonBusiness andHumanRightsreportingframeworks: • TheClimatePledge.Withourco-founderGlobalOptimism,in2019weannouncedTheClimatePledge,acommitment to be net-zero carbon across our business by 2040, a decade ahead of the Paris Agreement’s goal of 2050. We are proud that more than 300 companies across 51 industries and 29 countries have joined The Climate Pledge. As part of this commitment, we publish our carbon footprint and calculation methodology, and we have joined the Science Based TargetsInitiative,reaffirmingourcommitmenttoreducecarbonemissionsinlinewithourongoingscience-basedapproach to tackle climate change. Amazon also launched The Climate Pledge Fund in 2020 to support the development of sustainable and decarbonizing technologies and services. This dedicated investment program—with an initial $2 billion in funding—invests in visionary companies whose products and solutions are expected to facilitate the transition to a low- carbon economy. 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. • RenewableEnergy.Weareonapathtopoweringouroperationswith100%renewableenergyby2025—fiveyears aheadofouroriginal target of 2030. In 2020, we reached 65% renewable energy across our business and became the world’s largest corporate purchaser of renewable energy. • ShipmentZero.ShipmentZeroisourgoalofdelivering50%ofAmazonshipmentswithnet-zerocarbonby2030. ShipmentZeromeansthatthefulfillmentoperationsweundertaketodeliveracustomer’sshipmentarenet-zerocarbon— fromthefulfillment center, to the packaging materials, to the mode of transportation that gets the package to the customer’s door. • Transportation. We plan to deploy 100,000 custom electric delivery vehicles by 2030. Our custom electric delivery vehicles hit the road testing with customer deliveries in Los Angeles in February 2021, and since have expanded to 15 additional U.S. cities, including San Francisco, Nashville, Tulsa, Minneapolis, Denver, and more. We are also investing in a varietyofsolutionstoreducecarbonemissionsoffreightandairtransport,includingbatteryelectricandhydrogen-powered trucks, compressed natural gas tractors, and sustainable aviation fuels and technologies. • OurBuildings. Amazonisworkingtoreducethecarbonemissionsassociated with our buildings, from the carbon embodiedinconstructionmaterialstotheoperationalemissionsfrompoweringouractivities.In2020,welaunchedanin- depth study of our operations facilities to examine the energy intensity of our buildings and identify ways to reduce 26

      SHAREHOLDERPROPOSALS carbon through energy efficiency enhancements, new technologies, and sustainable building materials. We have started applying these insights across building types and are incorporating best practices into future building development plans. • Circular Economy and Driving Toward Zero Additional Packaging. Amazon is minimizing waste, increasing recycling, andproviding options for our customers to reuse, repair, and recycle their products. We created our Frustration-Free Packaging program to encourage manufacturers to package their products in easy-to-open, 100% recyclable packaging, andsince 2015, we have eliminated more than one million tons of packaging material and reduced the weight of outboundpackagingbyover36%.Weareimprovingthedesignandmaterialsusedforourpackaging,reducingweight, andimprovingthecompositionofourplastic packaging to use less material and incorporate more recycled content. • Investing in Our Communities. Amazon supports our communities by providing access to food and basic needs, assisting in the COVID-19 community response, supporting disaster relief, and investing in access to computer science education.In2021,weestablishedtheAmazonHousingEquityFundtoprovidemorethan$2billioninbelow-marketloans andgrants to preserve and create affordable homes for individuals and families earning moderate to low incomes in our three hometowncommunities—Washingtonstate’sPugetSoundregion;theWashington,D.C.,andArlington, Virginia, metropolitan areas; and Nashville, Tennessee. • HumanRights.Ourcommitmentandapproachtohumanrightsareinformedbyleadinginternationalstandardsand frameworksdevelopedbytheUNandtheILO.AmazoniscommittedtorespectingandsupportingtheUNGuidingPrinciples onBusiness and HumanRights, 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 AmazonGlobalHumanRightsPrinciples. We also publish Supply Chain Standards, which detail the requirements andexpectations for our suppliers, their supply chains, and selling partners who list products in our stores, and they are groundedinprinciples of inclusivity, continuous improvement, and supply chain accountability. In addition, since 2020, we have worked with a sustainability and human rights consulting firm to identify salient human rights risks across our business, and we plan to use the assessment results to build on current practice and prioritize our human rights due diligence efforts. In 2020, we also conducted our first human rights impact assessment to assess the raw and recovered materials supply chain for Amazon-branded digital devices. • HumanCapital.Wesupportouremployeesthroughinitiativesfocusingonworkplacehealthandsafety,investments in benefitsandopportunities,andemployeeengagement.WeaimtobeEarth’ssafestplacetowork.In2021,weinvestedover $300million in safety improvements such as capital improvements, new safety technology, vehicle safety controls, and engineered ergonomic solutions. In January 2022, we also published our first safety report highlighting our commitment to and innovations in worker safety and disclosing key safety metrics. In the United States, we are a leader in providing our employees an average starting wage of more than $18 per hour, more than double the federal minimum wage. In addition, we provide numerous benefits to our employees, including comprehensive medical benefits, a 401(k) plan with a Company match, and up to 20 weeks of parental leave (birth parents are eligible for up to 20 weeks of leave and partners up to six). • Diversity, Equity, and Inclusion. We continue to prioritize pay equity and publish details on gender and racial/ethnic group pay statistics. When evaluating 2021 compensation, our reported data demonstrates that women globally and in the United States earned 99.8 cents and 99.9 cents, respectively, for every dollar that men earned performing the same jobs, and racial/ethnic minorities in the United States earned 99.2 cents for every dollar that white employees earned performingthesamejobs.Weareinvestingininternalandexternalprogramstoassistdiverseleaderstoadvanceintomore senior roles. For example, we are one of the initial 12 launch employers participating in the MLT Black Equity at Work Certification Program, which is a clear and comprehensive new standard that requires employers to assess and make meaningfulprogresstowardachievingBlackequityinternallywhilesupportingBlackequityinsociety.Additionally,starting in 2020, our senior leadership team dove deep into the mechanisms we use to hire, develop, and promote employees, sothatwecanbetteridentifyopportunitiestoensureequitableaccessforall.Wealsopubliclyannouncedambitious2020 and2021Company-widegoalsfordiversity, equity, and inclusion. We continue to inspect and refine the mechanisms weusetohire,develop, evaluate, and retain our employees to promote equity for all candidates and employees. Our 13 employee-led Affinity Groups, which engage employees across hundreds of chapters around the world, further foster our commitmenttodiversity, equity, and inclusion. These ambitious and impactful goals and initiatives build on Amazon’s long-term commitment to sustainability, as well as our commitmenttosupporting our employees, partners in our supply chain, and our communities. These are just some examples of the many sustainability, environmental, social, and human capital initiatives we have underway, as we seek to constantly invent across the Company. 2022ProxyStatement 27

      SHAREHOLDERPROPOSALS For these reasons, we generally oppose proposals requesting other specific reports, policies, or initiatives as they do not take into account the actions we are already taking or have already reported on to address such issues, the decisions we have madeinprioritizing our initiatives, or the unique and evolving nature of our operations. We devote significant time and resources to enhancing transparency about these initiatives and our progress towards meeting our goals. We encourage youtoreviewoursustainability report titled “Further and Faster, Together” and website at sustainability.aboutamazon.com, our safety report titled “Delivered with Care: Safety, Health, and Well-Being at Amazon” and website at safety.aboutamazon.com, our views on certain issues at www.aboutamazon.com/about-us/our-positions, and other postings onour“AboutAmazon”websiteatwww.aboutamazon.com. Wewillpromptlyprovideeachshareholder 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. 28

      SHAREHOLDERPROPOSALS ITEM5—SHAREHOLDERPROPOSALREQUESTINGAREPORTONRETIREMENTPLAN OPTIONS BeginningofShareholderProposalandStatementofSupport: WHEREAS:ShareholdersapplaudAmazonforadoptingambitiousoperationalclimategoals: • Amazoncommited[sic]toachievenet-zerocarbonemissionsby2040.Includingtopoweroperationswith100% 1 renewable energy by 2025. • ShipmentZero: The company’s vision is to make all Amazon shipments net zero carbon, delivering 50% of shipments with net zero carbon by 2030.”2 Recent actions include ordering a fleet of 100,000 electric delivery vehicles. • CommitmenttoaddressUNSustainableDevelopmentGoal13onClimateAction. While the Company has made significant efforts to address climate change across its operations, data from Securities and ExchangeCommission(SEC)filings demonstrates misalignment between the Company’s sustainability goals and investment options offered through the Amazon 401(k) Plan. Every investment fund offered by the Amazon retirement plan, including the default option (holding 52% of employee investments), contains major oil and gas, fossil-fired utilities, coal, pipelines, oil field services, or companies in the agribusiness sector with deforestation risk. Arecent scorecard, produced by investor representative As You Sow, shows that the Amazon retirement plan default option 3 is rated poor due to significant investments in fossil fuel companies and companies with deforestation risk. Amazon’sretirement plan currently offers no diversified equity funds that are low carbon, defined as intentionally avoiding investmentsinfossil fuels companies, companies with deforestation risk, and companies with high carbon emissions. It offers only one fund screened for environmental/social impact. As a result of these limited options, the vast majority of the $12.8 billion employee retirement dollars invested through the 4 Amazon401(k)PlanasofDecember2020 wasinvestedinfundsratedpoorlyoncarbonemissions. Amazon’sinvestment in high carbon companies through its retirement plan choices directly contradicts the climate reduction actions it has committed to take in its operations, creating cognitive dissonance and reputational risk. This may also make it more difficult to retain employees who are increasingly concerned about catastrophic climate impacts. Amazon 5 EmployeesforClimate Justice staged a walk-out to publicly criticize the Company’s contribution to climate change. The climate impact of continuing to choose high carbon retirement plan investments options over low carbon choices raises red flags for the Company’s reputation. 2022ProxyStatement 29

      SHAREHOLDERPROPOSALS BEITRESOLVED:ShareholdersrequesttheBoard,atreasonableexpenseandexcludingproprietaryinformation, prepare a report reviewing the Company’s retirement plan options with the board’s assessment of how the Company’s current retirement plan options align with its climate action goals. SUPPORTINGSTATEMENT:Proponentsuggeststhereportinclude,atBoarddiscretion: • HowAmazoncouldprovideemployeeswithmoresustainableinvestmentoptionssuchasadefaultoptionthatisbetter aligned with global and Company climate goals; • If the Board does not intend to include additional low carbon investment options in its employee retirement plan, a statement of the basis for its decision. 1 https://sustainability.aboutamazon.com/pdfBuilderDownload?name=sustainability-all-in-september-2020 2 https://sustainability.aboutamazon.com/environment/sustainable-operations/shipment-zero 3 https://investyourvalues.org/retirement-plans/amazon-com 4 https://investyourvalues.org/files/amazon-com/amazon-401k-plan-form-5500-filing-and-attachment-2020.pdf 5 https://www.inc.com/minda-zetlin/350-amazon-employees-public-statement-policy.html EndofShareholderProposalandStatementofSupport RECOMMENDATIONOFTHEBOARDOFDIRECTORSONITEM5 WhyWeRecommendYouVoteAgainstThisProposal • Wearealeaderinenvironmentalsustainability and have adopted ambitious operational climate goals and made significant progress addressing climate change across our operations. • As is customary for large retirement plans like our 401(k) plan, a plan fiduciary (rather than our Board) is responsible for selecting 401(k) investment options. • Thelawmandatesthattheresponsibleplanfiduciary make its selection decisions “solely” in the interest of plan participants and beneficiaries. Accordingly, the selection of the 401(k) investment options by the responsible plan fiduciary must be made independently from Amazon’s environmental sustainability leadership and operational climate goals. • Our401(k) plan already offers ESG-friendly investment options, including through a self-directed brokerage option. WeAreaLeaderinEnvironmentalSustainability Werecognizethathuman-inducedclimatechangeisrealandthatactionisneededfromthepublicandprivatesectors,and, as observed by the proposal, we have adopted ambitious operational climate goals and made significant progress in those areas. For example, in 2019, we co-foundedTheClimatePledge—acommitmenttobenet-zerocarbonacrossourbusinesses by2040,10-yearsaheadoftheParisAgreement.Wehavemadesignificantprogresstowardsmeetingthiscommitment. Weareonapathtopoweringouroperationswith100%renewableenergyby2025,fiveyearsaheadofitsoriginalgoalof 1 Also in 2019, we created the Right Now Climate 2030, and making 50% of all shipments net-zero carbon by 2030. 2 Fund, a $100 million fund to restore and conserve nature around the world. In 2020, we launched The Climate Pledge Fund, a dedicated investment program—with an initial investment of $2 billion to support the development of technologies 3 andservices that reduce carbon emissions and help preserve the natural world. We are participating in the Lowering 1 See Amazon Sustainability 2020 Report: Further and Faster, Together, at 12, available at https://sustainability.aboutamazon.com/ pdfBuilderDownload?name=amazon-sustainability-2020-report. 2 Id. 3 Id. at 19. 30

      SHAREHOLDERPROPOSALS Emissions by Accelerating Forest finance (LEAF) Coalition, a global public-private initiative of governments and leading companiesthattodatehasmobilized$1billioninfinancingtoprotecttheworld’stropicalrainforestsandsupportsustainable 4 development. APlan Fiduciary, Not Our Board, Is Responsible for Selecting the 401(k) Investments Options Solely in the Interests of Plan Participants and Beneficiaries Theproposal is misguided in several respects by requesting a report from our Board. First, our Board does not have responsibility for or other control over our 401(k) plan investment options. Instead, employees’ contributions made to our 401(k) plan, as well as Company matching contributions, are deposited and held for the participating employees’ benefit in plan accounts maintained in trust by Fidelity Management Trust Company. As is customary for large retirement plans like our 401(k) plan, a management-level committee serves as the plan fiduciary responsible for selecting the 401(k) investment options. Second, the law mandates that a responsible plan fiduciary select 401(k) investment options, with the assistance of third-party advisors, “solely” in the interest of plan participants and beneficiaries. The U.S. Department of Labor has expanded onthatlegal requirement, for example by commenting “a fiduciary may not subordinate the interests of the participants andbeneficiaries in their retirement income or financial benefits under the plan to other objectives, and may not sacrifice investment return or take on additional investment risk to promote goals unrelated to the plan and its participants and 5 beneficiaries.” For those and other reasons, contrary to the proposal’s assertion, the responsible plan fiduciary for our 401(k) plan is in fact prohibited from adopting the type of strategy advocated by the proponent to align Amazon’s environmental sustainability goals with the selection of the 401(k) investment options for the benefit of plan participants and beneficiaries. In this case, the law makes sense because the investment objectives and horizons of individuals participating in our 401(k) plan will certainly differ from those of the Company. Our401(k) Plan Already Offers ESG-Friendly Investment Options Working within the fiduciary framework described above, our 401(k) plan has for many years offered plan participants an Environmental, Social and Governance (“ESG”) screened investment option. Further, the managers of most of the plan’s core investment options currently consider and integrate ESG factors in their stewardship or security selection processes. Also of note, the plan offers a self-directed brokerage option that gives plan participants the ability to invest some or all of their plan accounts in hundreds of ESG-friendly funds (in addition to thousands of other investment funds). The array of ESG- friendly investmentopportunitiesmeansthatplanparticipantsalreadyhavetheabilitytoinvesttheirplanaccountsaccording to their personal ESG strategies. Accordingly, in light of the fact that (i) the responsible plan fiduciary must select the 401(k) investment options solely in the interestsofplanparticipantsandbeneficiaries,(ii)selectiondecisionsmustbemadeindependentofAmazon’senvironmental sustainability leadership and operational climate goals, and (iii) our 401(k) plan already offers ESG-friendly investment opportunities for plan participants who wish to invest their plan accounts based on ESG factors, the Board recommends shareholders vote against the proposal. TheBoardofDirectorsrecommendsavote“AGAINST”thisproposalrequestingareportonretirementplan options. 4 Seehttps://www.aboutamazon.com/news/sustainability/amazon-helps-mobilize-1-billion-to-protect-rainforests-worldwide. 5 SeeDOLProp.Reg.§2550.404a-1,86Fed.Reg.57272(Oct.14,2021). 2022ProxyStatement 31

      SHAREHOLDERPROPOSALS ITEM6—SHAREHOLDERPROPOSALREQUESTINGAREPORTONCUSTOMERDUE DILIGENCE BeginningofShareholderProposalandStatementofSupport: CustomerDueDiligence 2022-Amazon.com,Inc. Resolved: Shareholders request the Board of Directors commission an independent third-party report, at reasonable cost andomitting proprietary information, assessing Amazon’s customer due diligence process to determine whether customers’ use of its products and services with surveillance, computer vision, or cloud storage capabilities contributes to human rights violations. Whereas:AmazonWebServices(AWS)isaleadingcloudproviderthatservesmultiplegovernmentcustomerswitha history of human rights abuses, and Amazon’s surveillance technologies may enable mass surveillance globally. “KnowYourCustomer”duediligencemitigates clients’ risks and human rights impacts and informs business decision- making.1 It reveals whether technologies will be used to facilitate governmental human or civil rights or civil liberties 2 violations. The Atlantic Council recommended the United States and NATO “create know-your-customer (KYC) policies” 3 with surveillance companies. The United Nations found that states and businesses have “often rushed to incorporate 4 AI applications, failing to carry out due diligence.” Inadequate due diligence presents material privacy and data security risks, as well as legal, regulatory, and reputational risks. These risks are present even if surveillance products are used according to Amazon’s guidelines. Amazon fails to address 5 6 howitsfacialanalysisproductsenablediscrimination. EvenafterpoliceusedAmazon’sRingtosurveilanti-racistprotesters 7 8 andaUKcourtfoundRinginfringedcustomerprivacy, Ringcontinues to expand its thousands of police partnerships. 9 10 Senators expressed concerns that Amazon’s palm recognition payment system violates privacy. In 2021, Amazon was fined $887 million for violating the European Union General Data Protection Regulation.11 Amazon’sgovernmentandgovernment-affiliated customers and suppliers with a history of rights-violating behavior pose risks to the company, including: • U.S. immigration enforcement agencies use AWS in detention and deportation programs; • AWSwillhosttheDepartmentofHomelandSecurity’sbiometricdatabase,whichwill impact millions of immigrants’ and citizens’ “ability to exercise their rights to protest, assemble, associate, and to live their daily lives”; • AmazonhaspurchasedthermalcamerasfromChinesetechnologyfirmDahua,12whichwasblacklistedbytheU.S. Governmentduetoitsroleinthemasssurveillance, internment, torture, and forced labor of the ethnic Uyghur minority; • TheIsraeli military and government’s “Project Nimbus”, protested by Amazon employees,13 uses AWS to support and expandtheapartheidsystemunderwhichPalestiniansinoccupiedterritoryaresurveilled,unlawfullydetainedandtortured, 14 and subjected to acts of forced displacement. The Israel Land Authority plans to use AWS as it expands illegal settlements and enforces segregation; and • TheUnitedArabEmiratesgovernment,whichdeploysastatesurveillance apparatus against human rights defenders, journalists, and political dissidents, will partner with Amazon to develop three data centers in 2022. Amazon’sexisting policies15 appear insufficient in preventing customer misuse and establishing effective oversight, yet Amazoncontinuesreleasing surveillance products. 1 https://www.humanrights.dk/sites/humanrights.dk/files/media/document/Phase%204_%20Impact%20prevent 2 https://www.eff.org/deeplinks/2018/07/should-your-company-help-ice-know-your-customer-standards-evaluating-domestic 3 https://www.atlanticcouncil.org/wp-content/uploads/2021/11/Surveillance-Technology-at-the-Fair.pdf 4 https://www.ohchr.org/EN/NewsEvents/Pages/DisplayNews.aspx?NewsID=27469&LangID=E 5 https://venturebeat.com/2021/09/03/bias-persists-in-face-detection-systems-from-amazon-microsoft-and-google/ 6 https://www.eff.org/deeplinks/2021/02/lapd-requested-ring-footage-black-lives-matter-protests 32

      SHAREHOLDERPROPOSALS 7 https://www.digitalcameraworld.com/news/your-amazon-ring-camera-could-land-you-in-trouble-with-the-law-after-shock-ruling 8 https://www.theverge.com/2021/1/31/22258856/amazon-ring-partners-police-fire-security-privacy-cameras 9 https://www.klobuchar.senate.gov/public/_cache/files/5/e/5ebfd9e0-b230-4a86-8db4-09cacd0c25a6/0DA3E8409AD9EB20E056BC005E5858B1.8.12.21-letter- to-amazon.pdf 10 https://news.sky.com/story/amazon-introduces-palm-swiping-technology-to-concert-venue-in-us-12407679 11 https://www.theverge.com/2021/7/30/22601661/amazon-gdpr-fine-cnpd-marketplace-antitrust-data 12 https://www.theguardian.com/technology/2020/apr/29/amazon-thermal-cameras-china-dahua 13 https://www.theguardian.com/commentisfree/2021/oct/12/google-amazon-workers-condemn-project-nimbus-israeli-military-contract 14 https://www.un.org/unispal/wp-content/uploads/2020/06/AHRC43NGO185.pdf ; https://www.hrw.org/report/2021/04/27/threshold-crossed/israeli- authorities-and-crimes-apartheid-and-persecution# 15 https://sustainability.aboutamazon.com/people/human-rights/principles ; https://ir.aboutamazon.com/corporate-governance/documents-and-charters/ code-of-business-conduct-and-ethics/default.aspx ; https://aws.amazon.com/agreement/ EndofShareholderProposalandStatementofSupport RECOMMENDATIONOFTHEBOARDOFDIRECTORSONITEM6 WhyWeRecommendYouVoteAgainstThisProposal • Amazon’stechnology products and services can be used to solve complex problems that benefit society. Since being introduced in 2016, non-profit, advocacy, and government groups have used Amazon Rekognition’s facial recognition capabilities to protect human rights, including tracking and stopping child exploitation and rescuing victims of human trafficking, as well as locating hundreds of missing children. Similarly, Ring strives to fulfill its mission to make neighborhoods safer, including by inventing home security products that solve real customer problems and by assisting community members in sharing important safety information and connecting with each other. • Amazoniscommittedtotheresponsibleuseofourartificial intelligence and machine learning (AI/ML) products and services. We have been consistent and proactive in our efforts to address concerns and mitigate the risk of misuse through policy and advocacy efforts, customer contractual requirements and training, consultation with third party experts, and other policies and practices. We have implemented a moratorium on police use of Amazon Rekognition’s facial comparison feature for criminal investigations. We believe this moratorium will give governments time to implementappropriate rules, and we stand ready to help with any such initiatives. As part of a commitment to improving its products and services by listening to feedback from community stakeholders and independent experts, Ring has conducted a civil rights and civil liberties audit with the Policing Project at New York University School of Law. • While we have been updating our technology and enhancing safeguards, this proposal has recited the same years-old claims and mischaracterizations, even though in the more than five years AWS has been offering Amazon Rekognition AWShasneverreceivedareportofAmazonRekognitionbeingmisusedinthemannerpositedinthisproposal. Contrary to the proponent’s mischaracterization, it is not a surveillance system. Amazon’s Technology Products and Services Have the Capability to Solve Complex Problems and Benefit Society Whenusedproperlyandresponsibly, the technology products and services offered by Amazon provide material benefits to society and the communities and organizations that use them. For example, since being introduced in 2016, non-profit, advocacy, and government groups have used Amazon Rekognition’s facial recognition capabilities to protect human rights, including tracking and stopping child exploitation and rescuing victims of human trafficking, as well as locating hundreds of missing children. It has also been used to build educational apps, enhance security through multi-factor authentication, identify suggestive or explicit website content in order to block or remove those images, and provide identity verification as part of mobile banking services for underbanked individuals in emerging geographies. Similarly, Ring strives to fulfill its mission to make neighborhoods safer, including by inventing home security products that solve real customer problems and assisting community members in sharing important safety information and connecting with each other. These are just a fewofthenumerousbeneficialapplications of these technologies. 2022ProxyStatement 33

      SHAREHOLDERPROPOSALS WeAreCommittedtotheResponsibleUseofOurAI/MIProductsandServicesandHaveTakenNumerousActionstoAddress Concerns Around Potential Misuse of Rekognition and Ring Products Since introducing Amazon Rekognition, we have been consistent and proactive in our efforts to address concerns and mitigatetheriskofmisusethroughpolicyandadvocacyefforts,customercontractualrequirementsandtraining,consultation with third party experts, and other policies and practices. We understand the risks associated with potential misuse of facial recognition technology and, in connection with extensive discussions with customers, researchers, academics, policymakers, and civil society groups, we have taken the following actions to review and address concerns around potential misuse: • Implemented Police Moratorium. In June 2020, AWS implemented a moratorium on use of Amazon Rekognition’s face comparison feature by police departments in connection with criminal investigations and, in May 2021, AWS announced the indefinite extension of that moratorium. We believe this moratorium will give governments time to implement appropriate rules, and we stand ready to help with any such initiatives. Since this announcement, several United States stateandlocaljurisdictionshaveintroduced,debated,andimplementedsuchlaws,andweanticipateadditionalactivityand progress in this area. We support the calls for an appropriate national legislative framework that protects individual civil rights and ensures that governments are transparent in their use of facial recognition technology, and have provided 6 guidance to those thinking about these issues. • Actively Engage in Policy Discussions. Amazon believes that facial recognition technology should not be banned or condemnedsimplybecausethereisapotentialthatpeoplemaymisuseit.Manytechnologies,likecellphonesorcameras, could also be misused. Instead, as we have made clear in our statement of positions, “we think that governments and lawmakersshouldacttoregulatetheuseofthistechnologytoensureit’susedappropriately,andwehaveproposed guidelines for effective regulatory frameworks and guardrails that protect individual civil rights and ensures that 7 governmentsaretransparentintheirapplicationofthetechnology.” Inadditiontoourimplementationofthemoratorium onpolice use and legal terms for law enforcement use, AWS continues to engage with a large number of diverse stakeholders on these issues, including civil society groups, academia, policymakers, and law enforcement officials. • Dedicate Significant Resources to Machine Learning Accuracy and Bias Mitigation. AWS dedicates significant resources to testing, auditing, and improving its technology so that it is constantly learning and improving accuracy, including providing diverse perspectives on its technology development teams, using training data sets that reflect gender, racial, ethnic, religious, and cultural diversity, and incorporating feedback from third parties. We have science and technical experts who help promote fairness in our products and services, including helping to design, test, and audit our services for fairness andaccuracyandtomitigatepotentialbias,andwhopublishacademicpapersandprovidethoughtleadershipinthisarea.8 AWSalsomakesavailablecapabilities that help customers detect bias in ML models and increase transparency by 9 helping explain model behavior to stakeholders and customers. We continue to invest heavily in this area and work closely with customers and other stakeholders on addressing these important issues. • Support Standardized Testing Methodologies and Benchmarks. We believe it is important that there be standardized testing methodologies and benchmarks for cloud-based facial recognition technologies. AWS encourages and supports the development of independent standards by entities like the National Institute of Standards and Technology (NIST) and other independent and recognized research organizations and standards bodies to develop tests that support cloud- basedfacialrecognitionsoftware.WeareengagingwithNISTandotherstakeholderstoofferourdirectassistancetowards this effort. We also support efforts by members of the academic community to establish independent and trusted criteria, benchmarks, and evaluation protocols around facial recognition services. • PartnerandCollaboratewithExternalStakeholders.AWScollaborateswiththeacademiccommunityandotherstakeholders ontheresponsible use of AI/ML technologies. For example, through our participation in Partnership on AI, we have workedwithleading technology companies and organizations such as the ACLU, Future of Privacy Forum, and the MIT Initiative on the Digital Economy to advance public understanding of AI technologies and address opportunities and challenges with AI technologies to benefit people and society, focusing on areas such as ethics, fairness, inclusivity, and transparency. We are also active members of other multi-stakeholder organizations relating to AI, including The 6 Available at https://aws.amazon.com/blogs/machine-learning/some-thoughts-on-facial-recognition-legislation/. 7 Available at https://www.aboutamazon.com/about-us/our-positions and https://aws.amazon.com/blogs/machine-learning/some-thoughts-on-facial- recognition-legislation/. 8 Available at https://arxiv.org/abs/2007.06570 and https://www.youtube.com/watch?v=JCGUYFe6P2k. 9 Available at https://aws.amazon.com/sagemaker/clarify/. 34

      SHAREHOLDERPROPOSALS Organisation for Economic Co-operation and Development (OECD) working groups on AI. We also provide research grants through Amazon Research Awards and the joint Amazon and National Science Foundation Fairness in AI Grants program. • Require Customer Agreement to Acceptable Use Policy. As a condition to using Amazon Rekognition and every other AWS service, a customer(includinggovernmentorlawenforcementcustomers)mustaccepttheAWSAcceptableUsePolicy(the 10 “AUP”), which prohibits use of AWS’s services “for any illegal or fraudulent activity.” This includes the violation of any laws related to privacy, discrimination, and civil rights. AWS will suspend or terminate access to Amazon Rekognition if we determine a customer is violating our AUP or the AWS legal terms. • Enhanced Legal Terms. All customers using Amazon Rekognition must comply with the relevant AWS legal terms. In early 2020, prior to our implementation of the moratorium on police use, we spent significant resources and consulted with law enforcement customers, civil society groups, and other stakeholders to perform an extensive review of and update to our legal terms to require certain disclosures and practices around law enforcement use cases. For example, if a law enforcement agency uses Amazon Rekognition in connection with criminal investigations, AWS legal terms require it to publiclydiscloseitsuseoffacialrecognitionsystems,summarizethesafeguardsinplacetopreventviolationsofcivilliberties or equivalent human rights, and make the disclosure easily accessible; we also direct customers to resources made 11 available by the U.S. Federal Bureau of Investigation and Department of Justice in this area. In addition, if Amazon Rekognitionis used to assist in identifying a person, and actions will be taken based on the identification that could impact that person’s civil liberties or equivalent human rights, AWS legal terms require the decision to take action to be made byanappropriatelytrainedpersonbasedontheirindependentexaminationoftheidentificationevidence,andrequirethe 12 agencytoensurethatsuchpersonnelreceiveappropriatetrainingontheresponsibleuseoffacialrecognitionsystems. Webelievethisframeworkstrikesabalancebetweenthebenefitsandrisksofuseoffacialrecognitionbylawenforcement andhelpsaddressconcerns around potential misuse. • Provide Customer Guidance on Best Practices and Acceptable Use. AWS provides guidance to customers on best practices forutilizingandanalyzingtheresultsfromusingfacialrecognitiontechnology.Forexample,inlinewiththeAWSlegalterms described above, AWS recommends that in public safety use cases human reviewers verify the system’s results and decisions not be made based on the system output without additional human review. AWS also recommends customers be transparent about the use of face detection and comparison systems in such use cases, including, wherever possible, informing end users and subjects about the use of these systems, obtaining consent for that use, and providing a 13 mechanismforendusersandsubjectstoprovidefeedbacktoimprovethesystem. AWSalsoprovidesguidanceto customersontheresponsibledesign,deployment,anduseofMLsystems.14Further,customerscanengageanAWSteam of experts in responsible ML to recommend and help apply existing use-case-specific best practices on the development, 15 deployment, and operationalization of responsible ML principles. As noted above, we have cross-functional experts fromengineering, science, product, legal, and policy backgrounds who establish processes and procedures to drive responsible use of AWS’s AI/ML services, including Amazon Rekognition. When we are approached by or become aware of customers with potential use cases that may implicate our AUP, these experts analyze the proposed use case and we have turned down customers whose proposed uses would violate our AUP. • Provide Reporting Mechanisms. AWS provides a website and e-mail address where any person can report suspected abuse, and AWS employs trained staff that review every report that is received. In the more than five years AWS has beenofferingAmazonRekognition,AWShasnotreceivedasinglereportofAmazonRekognitionbeingusedintheharmful mannerpositedintheproposal. Wehavetakenthefollowingactions, amongothers, to limit potential misuse of Ring products and services: • Allow Users to Choose What to Share. The Neighbors App by Ring is a free application designed to help community membersconnectwitheachotherandtrustedsourcesofsafetyinformationlike the public safety agencies that serve 10 Available at https://aws.amazon.com/aup/. 11 Seehttps://aws.amazon.com/service-terms/ (Section 50.8.4). This term directs customers to example FBI statements, FBI privacy assessments, and the Facial Recognition Policy Development Template published by the U.S Department of Justice’s Bureau of Justice Assistance; see also https://www.fbi.gov/news/testimony/facial-recognition-technology-ensuring-transparency-in-government-use; https://www.fbi.gov/services/information-management/foipa/privacy-impact-assessments/facial-analysis-comparison-and-evaluation-face-services-unit; https://bja.ojp.gov/sites/g/files/xyckuh186/files/Publications/Face-Recognition-Policy-Development-Template-508-compliant.pdf. 12 Seehttps://aws.amazon.com/service-terms/. 13 Available at https://docs.aws.amazon.com/rekognition/latest/dg/rekognition-dg.pdf. 14 Seehttps://d1.awsstatic.com/responsible-machine-learning/responsible-use-of-machine-learning-guide.pdf. 15 Seehttps://pages.awscloud.com/GLOBAL-aware-IND-AWS-ProServe-Responsible-ML-2021-reg.html. 2022ProxyStatement 35

      SHAREHOLDERPROPOSALS them. Ring designed Neighbors to protect user privacy and to keep users in control of what information, if any, they wanttoshare. Users can choose to upload videos, photos, or text-based posts to Neighbors to publicly share crime and safety-related information with their communities. They can also choose not to do that. With Neighbors, public safety agencies can only view publicly available content on Neighbors or videos that a user explicitly and voluntarily chooses to sharewithapublicsafetyagencyaspartofanactiveinvestigation.Policeandotherpublicsafetyofficialsdonothaveaccess to users’ devices, device locations, video recordings, or personal information when using Neighbors unless a user chooses to share. Ring never provides police and other public safety officials access to device livestreams. • Audit with the NYU Policing Project. In 2021, Ring completed a civil rights and civil liberties audit with the Policing Project at New York University School of Law. The audit represented nearly two years of work and was focused on potential racial justice, civil rights, civil liberties, and democratic accountability issues relating to law enforcement’s use of Neighbors andRing’s practices regarding law enforcement requests for information. As part of the audit, the Policing Project presented Ring with a detailed set of recommendations. During the course of the audit, Ring implemented over one hundredchangestoitsproducts, policies, and legal processes. For example, public safety agencies are now only able to request information or video from their communities through a new, publicly viewable post category on Neighbors called Request for Assistance. Public safety agencies can use these posts to notify residents of an incident and ask their communities for help related to an investigation. The full text of all Request for Assistance posts are publicly viewable in theNeighborsfeed,andloggedontheagency’spublicprofile.Thisway,anyoneinterestedinknowingmoreabouthowan agency is using Request for Assistance posts can simply visit the agency’s profile and see the post history. Request for Assistancepostsareopt-in;nothingissharedwithanyagencyunlessauseractivelychoosestodoso.Userscanalsoremove Request for Assistance posts from their feed. Public safety agencies are not able to see how many users viewed a Request for Assistance post or which users removed those posts from their feed.16 This new post category, along with other changes such as adding community resources like mental health services to the Neighbors App, were cited by the Policing Project as steps Ring has taken to safeguard against improper use and address potential harms. • Enforce Strict Limitations on Requests for Video Recordings. Ring also imposes strict limitations on public safety agencies whentheycreate a Request for Assistance post. For example, Ring’s policy expressly prohibits agencies from creating a RequestforAssistance post for lawful activities, such as protests, and the agencies must provide an active case or incident numberrelated to a specific crime or safety incident before a Request for Assistance post can be viewed on user’s feeds. Additional safeguards include: restricting local public safety agencies to only asking for videos recorded during a specified 12hourperiod, such as noon to midnight, in a given day; requiring a minimum 0.025 square mile and maximum 0.5 square mile (approximately 10 city blocks) geographic region each time a public safety official asks for assistance to avoid targeting specific residents or broad geographic requests; prohibiting public safety officials from asking for video recordings more than 45 days after the incident under investigation took place; and requiring that public safety officials submit their request for assistance individually, not “batched.” Ring moderates every post submitted before the post becomesavailable for viewing on Ring users’ feeds to make sure it follows our guidelines, and Ring does not allow for openrequests for footage. • Require Customer Agreement to Community Guidelines. Ring is committed to upholding a standard of trust and civility and does not tolerate racial profiling, hate speech, and other forms of profiling or prejudice on Neighbors. Ring requires all Neighbors users to agree to strict community guidelines, which prohibit racial profiling, hate speech, and other forms of discrimination. To monitor compliance with these standards, Ring also invests heavily in manual and automated content moderation.Ringhasadedicatedgroupofteammembers,whoaretrainedregardingcriticalandtimelyissues,proactively moderating Neighbors content and working to remove prohibited content prior to posting publicly, 24 hours a day, seven days a week. When posts are denied, an email is sent to the Neighbors user who submitted the post to inform them of the reason, reinforcing our guidelines and helping users make responsible decisions. In addition, Neighbors users can flag incorrect or inappropriate content directly in the App. The moderation team will remove the flagged content if they determine that the content violates community guidelines. Ring also engaged the Center for Democracy and Technology (the “CDT”) to provide counsel and help strengthen its moderation practices, and the CDT contributed to updates to the Neighbors App and community guidelines in 2021. • Deliver on Privacy and Security Commitment. Ring continues to innovate and identify new ways to help uphold customer privacy and security and give users even more control over their devices and personal information. For example, Ring launched end-to-end encryption in early 2021, a feature that allows customers to further secure their videos with anadditional virtual lock, which can only be unlocked by a key that is stored on the customer’s enrolled mobile device, designed so that only the customer can decrypt and view recordings on their enrolled device. 16 For more information on the Policing Project’s civil rights and civil liberties audit, see https://www.policingproject.org/ring. 36

      SHAREHOLDERPROPOSALS OurBoardhasreviewedAmazonRekognition,alongwithmanyotherprograms,aspartofnumerousAWSbusiness reviews, and has also reviewed Ring in several of its meetings since our acquisition of Ring. In addition, our Nominating and Corporate Governance Committee has provided oversight on behalf of the Board over the human rights aspects of Amazon’sRekognition technology and Ring, as well as our other technologies, and has specifically reviewed Amazon Rekognition’s facial recognition capabilities and Ring. These reviews focus on the actual operation and use of Amazon Rekognition and Ring, the potential concerns and abuses that critics have suggested could arise from these technologies, andouractionstoresolveormitigatethoserisksandconcerns.Underitscharter,theNominatingandCorporateGovernance Committee,whichiscomprisedofdirectorswithexperienceinemergingtechnologiesandpublicpolicy,isgivenresponsibility for overseeing and monitoring the Company’s policies and initiatives relating to corporate social responsibility, including humanrightsandethicalbusinesspractices,andrisksrelatedtotheCompany’soperationsandengagementwithcustomers, suppliers, and communities. This Proposal Fails to Acknowledge or Address the Measures We Have Taken to Enhance Our Technology and Relies on Dated Claims and Mischaracterizations While we have been working to constantly enhance our AI/ML technology, including Amazon Rekognition and Ring products and services, this proposal has relied on the same outdated assertions and mischaracterizations. For example, this proposal continues to mischaracterize Amazon Rekognition as a surveillance program. In fact, Amazon Rekognition, does not collect images for users to perform searches on and does not provide any photos or data for users to search or compare images against. Instead, the service can be used to help identify objects, people, text, scenes, and activities in images and videos, as well as to detect inappropriate content. Similarly, the Proposal fails to acknowledge the improvements we have implementedforRingaspartofthePolicingProject’s civil rights and civil liberties audit and an ongoing commitment to innovate on behalf of customers and their communities. Theproposal requests that the Company prepare a report about Amazon’s process for customer due diligence to determine whether customers’ use of certain of our products or services contributes to human rights violations. Conversations around responsibledevelopmentanduseofAI/MLsystemsarehappeningaroundtheworldamonggovernment,industry,academia, andothergroups. Amazonis an active participant and contributor to these conversations, and Amazon teams and subject matter experts are helping lead the industry on these very issues. As demonstrated above, we have conscientiously acted to review and address the concerns expressed in the proposal and transparently provided information regarding our actions to the public. In light of our commitment to customer trust, privacy, and security; the material benefits to both society and organizations of Amazon’s technology products and services; and our ongoing transparency and efforts to address potential misuse of those products and services, the Board recommends that shareholders vote against this proposal. TheBoardofDirectorsrecommendsavote“AGAINST”thisproposalrequestingareportoncustomerdue diligence. ITEM7—SHAREHOLDERPROPOSALREQUESTINGANALTERNATIVEDIRECTOR CANDIDATEPOLICY BeginningofShareholderProposalandStatementofSupport: Policy to Include Hourly Employees as Director Candidates RESOLVED:ShareholdersofAmazon.com,Inc.(“Amazon”)urgetheboardtoadoptapolicyofpromotingsignificant representation of employee perspectives among corporate decision makers by requiring that the initial list of candidates fromwhichnewboardnomineesarechosen(the“InitialList”) by the Nominating and Governance Committee include (but neednotbelimitedto)hourlyemployees.Thepolicyshouldprovidethatanythird-partyconsultantaskedtofurnishanInitial List will be requested to include such candidates. WHEREAS:Amazonhasbeenpubliclyexcoriatedformistreatingworkers—includingcriticism over dehumanizing working conditions, anti-union activities, and straining taxpayers by paying so little that employees must rely on food stamps.1 Employeeshavedescribedworkplaceconditionsas“hellish,”2andtheNYTimesobservesthatduringthepandemic,“Amazon’s system burned through workers, resulted in inadvertent firings and stalled benefits, and impeded communication, casting a shadow over a business success story for the ages.”3 Because protecting the company’s reputation and ability to retain its 2022ProxyStatement 37

      SHAREHOLDERPROPOSALS workforce affect shareholder value, Amazon must urgently address these issues. Worker representation on the Board will allow it to do just that, empowering the company to address employee concerns before they become headlines. In addition to mitigating reputational risk, employee representation can promote value creation. According to the National Bureau of Economic Research, giving workers formal control rights raises capital formation and increases female 4 representation. In Germany, the “co-determination” model of shared governance has been lauded as a check against short-termist capital allocation practices,5 and a study found that employee representation on boards generated a 25% spike in productivity and increased wages.6 There is growing recognition that employees on boards can contribute to a company’s long-term sustainability. Nearly one-third of Senate Democrats support an initiative led by Senators Baldwin and Warren which would codify employee representation on boards, as they urge that modern corporate governance should be accountable to and inclusive of a wider 7 array of interests, notably employees. The UK recently adopted a rule mandating that boards engage with employees to 8 enhanceworkervoiceintheboardroom,whichmayincludeappointinganon-executiveemployeeasdirector. Investorshave also increasingly expressed support for workers on boards, filing proposals on this topic at fifteen companies during the 2021AGMseason.9Eventhebusinesscommunityhasdrawnsimilarconclusions:theBusinessRoundtable, which counts Amazonamongitsmembers,statedthatinvestinginemployeesandcommunitiesoffers“themostpromisingwaytobuild 10 long-term value.” Amazon’sboardlacksrepresentation from hourly employees, who thoroughly understand the company’s daily operations. Womenandracialminorities, which constitute a large percentage of Amazon’s hourly associates, are also comparatively underrepresented at the board level, which remains predominantly male and white.11 Weurgeshareholderstovoteforthisproposal. 1 https://d3n8a8pro7vhmx.cloudfront.net/rwdsu/pages/480/attachments/original/1543959297/Whats_Wrong_With_Amazon_-_website.pdf? 1543959297; https://time.com/5629233/amazon-warehouse-employee-treatment-robots/ 2 https://nypost.com/2019/07/13/inside-the-hellish-workday-of-an-amazon-warehouse-employee/ 3 https://www.nytimes.com/interactive/2021/06/15/us/amazon-workers.html 4 http://economics.mit.edu/files/17273 5 https://prospect.org/labor/codetermination-difference/ 6 https://www.govenda.com/blog/employee-representation-on-boards/ 7 https://www.wsj.com/articles/companies-shouldnt-be-accountable-only-to-shareholders-1534287687; https://www.baldwin.senate.gov/press-releases/ reward-work-act-2019 8 https://www.pinsentmasons.com/out-law/analysis/corporate-governance-employee-voice-workplace-reporting 9 Recipient companies include Amazon, Walmart, Starbucks, Disney, Citigroup, among others. 10 https://www.businessroundtable.org/business-roundtable-redefines-the-purpose-of-a-corporation-to-promote-an-economy-that-serves-all-americans 11 https://www.seattletimes.com/business/amazon/amazon-more-diverse-at-its-warehouses-than-among-white-collar-ranks/ EndofShareholderProposalandStatementofSupport RECOMMENDATIONOFTHEBOARDOFDIRECTORSONITEM7 WhyWeRecommendYouVoteAgainstThisProposal • TheBoardrecognizes that our employees are the foundation of our success and is intently focused on supporting their well-being and success. • Wehavemanyprocessesinplacetoprovideforeffectiveandbroad-basedparticipation by our diverse employee base in our decision-making and governance through well-calibrated programs, practices, and forums that facilitate communication, participation, and action. • Ourcurrent process to identify and nominate directors has successfully recruited diverse and qualified directors with extensive human capital management experience. 38

      SHAREHOLDERPROPOSALS OurBoardIsIntently Focused on Our Employees’ Well-Being and Success TheBoardrecognizes that our employees are the foundation of our success and critical to our mission, as reflected in our leadershipprincipleonstrivingtobeEarth’sbestemployer.Giventhecriticalroleouremployeesplayinoursuccess,ourBoard includes numerousdirectors with human capital managementexperienceandisalreadyintentlyfocusedonouremployees’ compensation and benefit programs, workplace environment, workplace conditions and safety, and workplace culture. Reflectingthis,thecharterforourLeadershipDevelopmentandCompensationCommittee(the“Committee”)expresslystates that the Committee is responsible for overseeing Amazon’s strategies and policies related to human capital management. As stated in the charter, this includes monitoring and periodically assessing the Company’s programs and practices for attracting,developing,training,andretainingtalentedemployeesatalllevels,includingemployeecompensationandbenefits; overseeing and monitoring policies on diversity and inclusion, workplace environment and safety, and corporate culture; andperiodically receiving and reviewing reports on complaints, allegations, and incidents regarding workplace discrimination andharassmentreportedpursuanttoAmazon’sCodeofBusinessConductandEthics.Aspartofthisprocess,ourSenior Vice President, People eXperience and Technology regularly updates the Committee on employee opinions and experience basedonfeedbackfromouremployeesentimentprograms,asdescribedbelow,andtheBoardreceivesperiodicupdatesfrom the Chair of the Committee regarding this information. Through these and other processes, the Committee and the full Board take into account our employees’ interests and well-being when overseeing our operations. WealsoaimtobeEarth’ssafestplacetoworkandarecommittedtothesafetyandwell-beingofouremployees.We design and create new solutions to continuously reinforce and improve safety in our operations, including integration of newandadvancedtechnologiesthatincreasesafetyateverystepofourprocess,fromreceivingvendorshipmentstosorting multiple packages into shipments ready for delivery. We have incurred more than $15 billion in COVID-19-related costs to help keep our employees safe and deliver for our customers. Ourrecognition of and commitment to support our employees is further demonstrated by our competitive compensation andemployeebenefits.IntheUnitedStates,weprovideouremployeesanaveragestartingwageofmorethan$18anhour, morethandoublethefederalminimumwage,andnumerousbenefitstoouremployees,includingcomprehensivemedical benefits, a 401(k) plan with a Company match, and up to 20 weeks of parental leave (birth parents are eligible for up to 20weeksofleaveandpartnersuptosix). Every employee at Amazon also has access to nine different Company-funded 17 upskilling programs as part of Amazon’s $1.2 billion Upskilling 2025 pledge. ProgramsincludeCareerChoice,aneducation benefit which fully funds tuition for employees to learn new skills for career success at Amazon or elsewhere, including Bachelor’sdegrees,industrycertificationsdesignedtoleadtoin-demandjobs,andfoundationalskillssuchasEnglishlanguage proficiency, high school diplomas, and GEDs. We have heavily invested in supporting employees since the early stages of theCOVID-19pandemic,fromenhancingsafetymeasuresandincreasingpaidtime-offtobillionsofdollarsinspecialbonuses andincentives for our teams globally. WeHaveManyProgramstoProvideforEffectiveEmployeeInput In addition, we have numerous programs in place for employees to provide input and feedback to management and the Board,whichwebelievemoreeffectivelyallowustodirectlyhearandrespondtothewidelydiverseinterestsandperspectives of our global workforce. Our global workforce of more than 1.6 million employees consists of widely diverse people with widely diverse jobs, from software development, to product development and product sourcing roles, to staffing customer service centers, fulfillment centers, data centers, and physical stores, to developing and producing entertainment content. Given this diversity, we have also long recognized the importance of employees’ participation in our decision-making and governance. Accordingly, we have a wide variety of policies and programs in place to promote consistent, honest, and open input by and engagement with our employees, allowing employees to raise suggestions or concerns and have their input directly addressed by leadership, and allowing us to continuously improve our workplace and employeeexperience.Examples of these programs include the following: • OurConnectionsprogramisadaily, real-time, Company-wide employee feedback mechanism designed to listen to and learnfromemployeesatscaletoimprovetheemployeeexperience.Connectionsgeneratesover1.5millionresponsesfrom employeesdaily at over 3,500 unique sites/locations in 55 countries in 26 different languages. Connections responses are completely anonymous to encourage frank and open feedback. Connections analyzes response data and provides insights to managers and leaders to review and take actions as they uncover issues or see opportunities to improve. We 17 Seehttps://www.aboutamazon.com/workplace/upskilling-commitments. 2022ProxyStatement 39

      SHAREHOLDERPROPOSALS have also launched the Safety Leadership Index across our U.S. operations where every associate is surveyed through our Connections program and is regularly asked a series of questions to measure their views and perspectives regarding safety in their facility. • Voice of the Associate Boards are in Amazon fulfillment centers around the globe—physically and virtually—providing employeesaforumforexpressingtheirconcerns,offeringsuggestions,andaskingquestionsonadailybasistoleadership. Leadership teams reply directly to questions, promoting dialogue and efficient remediation of issues. In 2021, our managersreceived and responded to more than 210,000 comments, questions, and issues raised on the Voice of the Associate Boards. • Anyemployeecansendsuggestionsorraiseconcernstomembersoftheseniorleadershipteam.Allsuchexecutive escalations are independently reviewed by Human Resources, used as a learning opportunity, and may be used to update our processes to prevent gaps in the future. • Wehavean“opendoor”policy,whichmeanswewelcomeandencourageanyemployeetodiscusssuggestions,concerns, or feedback with their manager, a Human Resources team member, or any member of Amazon’s leadership team. We believe candid and constructive communication in an environment of mutual respect is essential to our collective success. • OurAssociate Roundtable provides leaders and associates with meaningful opportunities to discuss issues. Leaders hear directly from hourly associates, who can ask questions about any topic and get immediate feedback. Associates are able to share their thoughts about their job, their work environment, and any challenges they face. • OurAmazonEthicsLineallowsemployeestoraisequestionsorreportsuspectedviolations of our Code of Business ConductandEthicsbyphoneoronlineglobally. Reports to the Ethics Line are answered by an independent third party andmaybemadeanonymouslyonrequest. • Ourdirectors participate in employee forums and meet with employees at a variety of Company events. Webelievethattheeffectiveness of these programs, together with our competitive pay and comprehensive benefits, are whywehavereceivedsomanyworkplacehonors.Forexample,LinkedInrecognizedAmazonasthemostdesirableworkplace onits 2021 Top Companies list in the United States and Japan, and among the top companies in Australia, Canada, China, India, Spain, and the U.K.; Forbes ranked us #4 on its World’s Best Employers 2021 list; and Fortune has recognized us as #2 onits World’s Most Admired Companies list six years running. OurBoardIsDiverse and Qualified OurBoardcurrently has a dynamic and effective process for identifying and recruiting diverse and qualified directors with a broadrangeofexperience,backgrounds,andinterestswhoareabletoeffectivelyrepresenttheinterestsofourshareholders andsupportournumerousconstituencies. In selecting candidates for recommendation to the Board, the Nominating andCorporateGovernanceCommitteedrawsfromadiverselistofcandidates,annually reviews the tenure, performance, andcontributions of existing Board members to the extent they are candidates for re-election, and considers all aspects of eachcandidate’squalifications and skills in the context of the needs of Amazon at that point in time with a view to creating a Board with a diversity of experience and perspectives. The Nominating and Corporate Governance Committee includes, andhasanysearchfirmthatitengagesinclude, women, individuals from underrepresented racial/ethnic groups, and individuals who identify as LGBTQ+ in the pool from which the Committee selects director candidates. Throughthis process, our Board includes members who have gained significant experience in human capital management asaresultoftheirleadershipoforganizationswithlargeworkforces—andwhoalsopossessmanyadditionalskillsrelevantto oversight and managementofourbusinesses.OurBoardbelievesthatourexisting,robustcorporategovernanceprocesses benefit all of our stakeholders, including our employees. In light of the multiple channels through which Amazon and the Board engage with and oversee the well-being of our employees,theircompensation,andourworkplaceenvironmentandculture,andourrobustprocessestoidentifyand nominate qualified and independent directors, the Board recommends shareholders vote against this proposal. TheBoardofDirectorsrecommendsavote“AGAINST”thisproposalrequestinganalternativedirector candidate policy. 40

      SHAREHOLDERPROPOSALS ITEM8—SHAREHOLDERPROPOSALREQUESTINGAREPORTONPACKAGING MATERIALS BeginningofShareholderProposalandStatementofSupport: WHEREAS:Thegrowingplasticpollutioncrisis poses increasing risks to our company. Corporations could face an annual financial risk of approximately $100 billion should governments require them to cover the waste management costs of the 1 packaging they produce, a policy that is increasingly being enacted around the globe. Recently, Pew Charitable Trusts released a groundbreaking study, Breaking the Plastic Wave, concluding that if all current industryandgovernmentcommitmentsweremet,oceanplasticdepositionwouldbereducedbyonly7%.Withoutimmediate andsustained new commitments throughout the plastics value chain, annual flows of plastics into oceans could nearly triple by 2040. The Pew report also finds that improved recycling must be coupled with reductions in use, materials redesign, and substitution. It concludes that plastic demand should be reduced by least [sic] 1/3, stating that reducing plastic production is the most attractive solution from environmental, economic, and social perspectives. The European Union has banned 10 single-use plastic products commonly found in ocean cleanups and enacted a $1/kg tax on non-recycled plastic packaging waste. Amazondoesnotdisclosehowmuchplasticpackagingituses,butisbelievedtobeoneofthelargestcorporateusersof flexible plastic packaging, which cannot be effectively recycled. A recent report by Oceana estimated that Amazon generated 465million pounds of plastic packaging waste in 2019 and that up to 22 million pounds of its plastic packaging waste entered the world’s marine ecosystems. Flexible packaging represents 59% of all plastic production but an outsized 80% of plastic leaking into oceans. Amazon has no goal to make all of its packaging recyclable. Amazonisfalling behind its peers. Unilever has taken the most significant corporate action to date, agreeing to cut virgin plastic packaging by 50%by2025,includingabsoluteeliminationof100,000tons.Atleastseventeenotherpublicconsumer goodscompanieshavevirginplastic reduction goals.2 IKEA pledges to eliminate all plastic packaging by 2028. Reducing Amazon’s plastic packaging use and making all its packaging recyclable are necessary steps to combat the plastic pollution crisis. Our company is long overdue on taking action on this important issue. RESOLVED:ShareholdersrequestthattheAmazonBoardissueareport,atreasonableexpenseandexcludingproprietary information,describinghowthecompanycouldreduceitsplasticsuseinalignmentwiththe1/3reductionfindingsofthePew Report, or other authoritative sources, to reduce the majority of ocean pollution. SUPPORTINGSTATEMENT:Thereportshould,atBoarddiscretion: • Quantify the weight of total plastic packaging used by the company; • Evaluate the benefits of dramatically reducing the amount of plastics used in our packaging; • Assess the reputational, financial, and operational risks associated with continuing to use substantial amounts of plastic packaging while plastic pollution grows unabated; • Describe any necessary reduction strategies or goals, materials redesign, transition to reusables, substitution, or reductions in use of virgin plastic. 1 https://www.pewtrusts.org/-/media/assets/2020/07/breakingtheplasticwave_report.pdf 2 https://www.asyousow.org/report-page/plastic-pollution-scorecard-2021/ EndofShareholderProposalandStatementofSupport 2022ProxyStatement 41

      SHAREHOLDERPROPOSALS RECOMMENDATIONOFTHEBOARDOFDIRECTORSONITEM8 WhyWeRecommendYouVoteAgainstThisProposal • Wearecommittedtoprotectingtheplanetandrecognizetheimportanceofreducingplasticwaste. • In contrast to consumer-packaged goods companies, Amazon’s greatest impact comes from helping other manufacturers reduce their use of plastic in packaging and reducing our own use of plastic for products repackaged for delivery. In this regard, we have taken action to reduce reliance on the use of plastics in a number of areas, including products manufactured by other companies, packaging for shipment and delivery, our Amazon and other private label devices, and our physical stores. • For example, as of June 2021, through our Frustration-Free Packaging program, we have reduced the weight of outboundpackagingbyover36%andeliminatedmorethanonemilliontonsofpackagingmaterialsince2015—the equivalent of 2 billion shipping boxes. We are working to increase the recycled content used in our packaging, which in 2021increased from 25% to 50% for our plastic film bags, and from 15% to over 40% for our plastic padded bags. These improvements are expected to eliminate more than 25,000 metric tons of new plastic each year. We expect to replace the use of mixed (paper/plastic) mailers with a recyclable paper padded mailer by the end of 2022. We have also reduced our use of material like plastic film and single-use plastic. • Weareengagedineffortstosupportthedevelopmentofrecyclinginfrastructure across our industry and other broader recycling initiatives. WeAreCommittedtoProtectingthePlanetandRecognizetheImportanceofReducingPlastic Waste Amazoniscommittedtoprotectingtheplanetandrecognizestheimportanceofreducingplastic waste by promoting reusable and recyclable packaging. As described in more detail below, including with respect to our goals, we have made progress in four primary areas in our efforts to reduce our use of plastics: (1) plastics in packaging for products manufactured byothercompaniesthatweselltoourcustomers(wherewecanmakethebiggestimpact),(2)plasticsinpackagingtothe extent we repackage a product for delivery, (3) plastics in Amazon devices and our private label products, and (4) plastics in physical stores, primarily our grocery business and its use of insulated packaging. While the proposal cites a recent report estimating our use of plastic packaging, for the second year in a row, the report’s calculations are seriously flawed, overestimating our use of plastic by more than 300% and relying on outdated assumptions regarding the sources of plastic waste entering our oceans. The latest peer-reviewed scientific research finds that the majority of plastic waste that ends up in the ocean comes primarily from takeaway food and drink containers, and fishing activities. In contrast to consumer-packaged goods companies, Amazon’s greatest impact comes from helping other manufacturers reducetheiruseofplasticinpackagingandreducingourownuseofplasticforproductsrepackagedfordelivery.Tothatend, as detailed below, we have partnered with manufacturers to reduce their use of plastics through our industry leading Frustration-free Packaging programs. We are also rapidly making progress to significantly increase the recycled plastic content used in our packaging and reduce our use of material like plastic film and single-use plastic. Products Manufactured by Other Companies Mostoftheproductswesellaremanufacturedbyothercompanies.Werecognizethatwecanhelpmanufacturersreduce their use of plastics and have partnered with them to scale sustainable packaging development across our supply chain. For example,ourindustryleadingFrustration-FreePackaging(“FFP”)programsfinanciallyincentivizemanufacturerstopackage their products in 100% recyclable packaging, including plastics. The FFP programs also allow us to ship products in their own containers, eliminating all additional packaging material for these products, including plastics. As of June 2021, we have reduced the weight of outbound packaging by over 36% and eliminated more than one million tons of packaging material 18ThroughtheFFPprogramsandrelatedpackagingdesignandtesting since2015—theequivalentof2billionshippingboxes. services, we have helped manufacturers develop more sustainable packaging, and now more than two million products are 18 Seehttps://sustainability.aboutamazon.com/environment/circular-economy/packaging. 42

      SHAREHOLDERPROPOSALS 19 included in this program. In 2021, we expanded the program to provide incentives for even more products. Tofurther incentivizesustainabilityefforts,wealsopartnerwithbrands,vendors,andmanufacturersthroughourClimatePledgeFriendly program, which labels more than 200,000 products sold on our online platform as Climate Pledge Friendly when they have received one or more of 37 different sustainability certifications, including our own Compact by Design certification.20 Products Repackaged for Delivery TotheextentwecannotshipproductsintheirowncontainerundertheFFPprograms,wearedrivinginnovationinpackaging equipmenttoreducetheweightandsizeofourcorrugatedboxesbycreatingright-sized boxes for most of our box shipments, reducing overall packaging weight and use of corrugated boxes. Once fully operationalized, we expect this process will eliminate the need for plastic cushioning in these boxes. We also are working to increase the recycled content used in our packaging, which in 2021 increased from 25% to 50% for our plastic film bags, and from 15% to over 40% for our plastic padded bags. These improvements are expected to eliminate more than 25,000 metric tons of new plastic each year. Weutilize machine learning algorithms to reduce unnecessary packaging weight while providing greater protection for productsastheyjourneyfromthemanufacturertothecustomer.Wealsoworkwithvendors,utilizinganalytics,testmethods, newmaterials, and new ways to build packaging that protect their products and to reduce the overall use of materials like plastic. We are also using machine learning tools to reduce our use of plastic film by identifying products that do not require the protection of bubble mailers, changing the shipment method to plastic bags for these products, and reducing the use ofplasticbyapproximately30%fortheseshipments.Werecognizethatplasticfilmisadifficultmaterialtoprocess,andmost municipal recycling programs do not accept it. In order to innovate and solve for this gap, we have developed a process for on-site plastic film recycling. In 2020, we began converting plastic film into poly bags made of 100% recycled material, which are used for package-free returns at Amazon drop-off locations in the United States. After use, the bags are collected and returned to Amazon facilities where we again convert them into new poly bags, repeating the recycling process. As of June 2021, on-site plastic film recycling is available at more than 168 Amazon sites across North America and Europe. We have also been looking across our entire operations network to incorporate more of our own recycled plastics in products, packaging, and operational processes. In 2019, we invented a new recyclable paper padded mailer that allows customer orders to arrive undamaged and in recyclable packaging with a lower carbon footprint than a box. We are expanding this mailer across North America and expect to replace the use of mixed (paper/plastic) mailers with this recyclable paper padded mailer by the end of 2022. In Europe, we have removed a wide range of single-use plastic products from our stores and we are increasing our use of flexible paper-based mailers, allowing us to significantly reduce the use of plastic in packaging. In Australia, we have replaced all single use air pillows with 100% recyclable paper material to protect goods during shipping. In 2021, we introduced a range of smaller boxes of 23 different customized sizes, allowing us to reduce free space in shipments. In Japan, Amazon is currently working to reduce single-use plastics in all cushioned and non-cushioned packages, film, and shipping materials byreplacing them with paper ones. In India, Amazon has expanded its packaging-free shipping initiative to more than 100 cities across the country and has announced that the Company has completely eliminated the use of single-use plastic in packaging originating from its 60-plus fulfilment centers. AmazonDevicesandPrivateLabelProducts Wehaveestablishedanambitiousgoalofreducingsingle-use plastics in our device packaging, with the intent to make this packaging100%curbsiderecyclableby2023.Ourprogresstowardsthisgoalisalreadyevident.Inthetwelvemonthsended September2021,weeliminatedanestimated29.8millionplastic bags from Device and Accessories packaging, shipped fromoursuppliers,comparedtothesameperiodintheprioryear.Weareworkingtosource100%ofthewoodfiberindevice packaging from responsibly managed forests or recycled sources. We are also incorporating recycled plastics, fabrics, and metals into many new Amazon devices. In 2021, we launched a number of new Echo, Fire TV, Fire Tablet, Kindle, and Smart Homedevicesandaccessoriesthat include 10-60% post-consumer recycled plastic, 40-100% post-consumer recycled fabric, 80-100% recycled aluminum, and 70% recycled magnesium, depending on the product. We also incorporated 50% post-consumerrecycledplasticintocertainpoweradaptersthatshipwithourdevices.Wearealsoworkingwithoursuppliers to ensure sustainability is a priority. For example, in 2021, several of our supplier sites, which provide final assembly for someofourmostpopularEcho,Kindle,andFireTVdevices,achievedUL’sZeroWastetoLandfillSilverorPlatinumcertification. 19 Seehttps://www.aboutamazon.com/packaging/overview/2021-incentive. 20 Seehttps://www.aboutamazon.com/news/sustainability/shop-from-over-200-000-climate-pledge-friendly-products-on-amazon. 2022ProxyStatement 43

      SHAREHOLDERPROPOSALS This certification means they handle waste in environmentally responsible ways, diverting over 90% of their facility’s waste fromlandfill through methods other than waste to energy. 21 Weprovidevarious programs and resources through our Amazon Second Chance website to equip customers with information on how to trade in, recycle, or repair Amazon devices and products, how to recycle Amazon packaging, and howtofindopen-boxandrefurbisheddevices. All of these programs and resources reduce waste and encourage reuse. Physical Stores As far back as 2008, Whole Foods Market was an industry leader in sustainability, becoming the first U.S. grocer to ban disposableplasticbagsatcheckout,insteadoptingfor100%post-consumerrecycled-contentandForestStewardshipCouncil- certified paper grocery bags. We also provide customers a wide selection of reusable grocery bags in a variety of colors andsizes at affordable prices. More recently, we implemented smaller produce bags at our Whole Foods Market stores in 2019,achangethatourpackagingmanufacturerestimatessavesanadditional200,000pounds/100tonsofplasticannually. In July 2019, Whole Foods Market stores took yet another bold step in this area and became the first national retailer to removeall of the plastic straws from its cafes and coffee bars—a total of about 21 million straws annually. Further, in 2019, WholeFoodsMarketstoresreplacedall plastic rotisserie chicken containers with bags that use approximately 70% less plastic, which our packaging manufacturer estimates saves nearly 1.7 million pounds of plastic annually. We also eliminated 22 all Styrofoam meat trays in all our Whole Foods Market stores in the United States and Canada. Wehavealsoremoved all Styrofoam from Whole Foods Market food service packaging. In addition, our grocery business recently announced new insulated packaging for frozen and chilled foods that is made from recycled paper and is curbside recyclable.23 Moving to all curbside-recyclable insulation packaging reduces material waste and each year replaces approximately 735,000 pounds of plastic film, 3.15 million pounds of natural cotton fiber, and 15 million pounds of non-recyclable mixed plastic. The new packaging is also produced regionally in the United States, enabling us to deliver it to Amazon Fresh grocery hubs, stores, andWholeFoodsMarketlocationswithfewermilestraveledacross the supply chain. WeAreEngagedinEffortstoSupporttheDevelopmentofRecyclingInfrastructure Across Our Industry and Other Recycling Initiatives In addition, we are developing an ambitious and innovative recycling infrastructure and investing in initiatives that support 24 therecyclingindustryacrosstheUnitedStates. Forexample,toimprovecurbsiderecyclingintheUnitedStates,wepartnered with The Recycling Partnership, which supports communities and local governments with education, infrastructure, and measurementrelated to curbside recycling. Amazon is funding an initiative to improve recycling activities in the western United States called The West Coast Contamination Initiative, which aims to increase the quality and value of recyclables collected in these areas by reducing the amount of non-recyclable material collected through local recycling systems.25 We also invested $10 million to the Closed Loop Infrastructure Fund to finance recycling and circular economy infrastructure in North America. Through this investment, Amazon aims to increase product and packaging recycling so that material goes back into the manufacturing supply chain. Over the next decade, our investment in the Closed Loop Infrastructure Fund is expected to improve curbside recycling for 3 million homes in communities across the United States, divert 1 million tons of 26 These efforts recyclable material from landfills, and eliminate the equivalent of 2 million metric tons of carbon dioxide. improve the communities we operate in and help everyone, even those who may not be engaged with our products andservices. As evidenced by our existing initiatives, partnerships, investments, and progress, in contrast to the proposal’s assertions, we are committed to reviewing and addressing the proposal’s concern for reducing plastic pollution, a concern we share. We are conscientiously taking steps to address this concern and publicly sharing information regarding our progress. 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. TheBoardofDirectorsrecommendsavote“AGAINST”thisproposalrequestingareportonpackagingmaterials. 21 Seehttps://www.amazon.com/amsc. 22 Seehttps://www.wholefoodsmarket.com/mission-in-action/environmental-stewardship/plastics-packaging. 23 Seehttps://www.aboutamazon.com/news/retail/grocery-delivery-just-got-more-sustainable-with-amazon. 24 SeeFurther and Faster, Together, at 47, 56, available at https://sustainability.aboutamazon.com/pdfBuilderDownload?name=amazon-sustainability-2020- report. 25 Seehttps://sustainability.aboutamazon.com/environment/circular-economy/recycling. 26 Seehttps://www.aboutamazon.com/news/sustainability/how-amazon-is-investing-in-a-circular-economy. 44

      SHAREHOLDERPROPOSALS ITEM9—SHAREHOLDERPROPOSALREQUESTINGAREPORTONWORKERHEALTHAND SAFETYDIFFERENCES BeginningofShareholderProposalandStatementofSupport: Board Report on Worker Health and Safety Disparities RESOLVED:ShareholdersurgetheAmazon.com(“Amazon”)BoardofDirectorstoissueareport,atreasonablecostand excludingproprietaryinformation,examiningwhetherAmazon’shealthandsafetypracticesgiverisetoanyracialandgender disparities in workplace injury rates among its warehouse workers and the impact of any such disparities on the long-term earnings and career advancement potential of female and minority warehouse workers. Amongotherthings,thereportshall include lost time injury rates for all warehouse workers, broken down by race, gender andethnicity. SUPPORTINGSTATEMENT: As recognized by Occupational Safety and Health Administration, the cost of workplace injuries is borne primarily by injured workers (who, on average, earn 15% less over ten years following an injury), their families, and taxpayer-supported 1 componentsofthesocialsafety net, with societal costs adding “inequality to injury.” AmazonisthesecondlargestemployerintheUnitedStates;its health and safety issues have a significant impact on its 1.3 million workers, their households and society. To the extent that more workers of color are affected, Amazon may perpetuate systemic racism. According to the Centers for Disease Control, “[w]ork injuries and illnesses exact a tremendous toll on society, and COVID-19 2 has unequally affected many racial and ethnic minority groups by putting them more at risk of getting sick and dying.” Onepre-pandemicstudyfoundthatnon-HispanicBlackandHispanicworkersweremorelikelytoexperiencework-related disabilities, compared to white workers.3 An older study found that Black workers’ occupational fatality rate was 1.3 to 1.5 4 times higher. Amazonhasbeencitedforsignificantly higher injury rates at its warehouses before and during the pandemic. Since 2017, according to one analysis of government data, Amazon reported a higher rate of serious injury incidents leading to missed 5 workortolight-duty shifts than at other retailers’ warehouses. Data also show Amazon’s serious injury rates were nearly 6 double those of their peers. One national health and safety group included Amazon in its 2018 and 2019 “Dirty Dozen” list of most dangerous employers in the United States, citing it in 2020 for dishonorable mention.7 8 Given its racially and ethnically diverse warehouse workforce, Amazon’s higher illness and injury rates may have a more pronounced impact on workers of color. Amazonhasannouncedthatitismakinglargeinvestmentsinsafetyandhealthinitiatives (although details are lacking) and it already discloses the company’s lost time injury rate to the federal government. It does not, however, publicly disclose suchdata,whichmaybematerialtolong-terminvestors.Also,investorslacktransparencyintohowAmazonanalyzesadverse impacts of the company’s health and safety practices on its workers, especially warehouse workers of color. WeurgeshareholderstovoteFORthisproposal. 1 https://www.osha.gov/sites/default/files/inequality_michaels_june2015.pdf 2 https://www.cdc.gov/coronavirus/2019-ncov/community/health-equity/race-ethnicity.html 3 Racial And Ethnic Differences In The Frequency Of Workplace Injuries And Prevalence Of Work-Related Disability | Health Affairs, https://www.healthaffairs.org/doi/10.1377/hlthaff.2016.1185 4 https://ajph.aphapublications.org/doi/pdf/10.2105/AJPH.88.1.40 5 https://www.washingtonpost.com/technology/2021/06/01/amazon-osha-injury-rate/ 6 https://www.washingtonpost.com/technology/2021/06/01/amazon-osha-injury-rate/;https://www.forbes.com/sites/niallmccarthy/2021/06/08/amazon- warehouse-injuries-significantly-higher-than-competitors-infographic/?sh=fa002626854b; https://thesoc.org/wp-content/uploads/2021/02/ PrimedForPain.pdf 7 https://www.coshnetwork.org/national-cosh-reports 8 https://www.seattletimes.com/business/amazon/amazons-workforce-split-sharply-along-the-lines-of-race-gender-and-pay-new-data-indicates/ EndofShareholderProposalandStatementofSupport 2022ProxyStatement 45

      SHAREHOLDERPROPOSALS RECOMMENDATIONOFTHEBOARDOFDIRECTORSONITEM9 WhyWeRecommendYouVoteAgainstThisProposal • Safety is integral to everything we do at Amazon, as demonstrated by our relentless focus on health and safety training, engagement with employees, and refinement of our processes to improve working conditions. • Wearetransparent about our commitment to and efforts to improve workplace safety, discussing our initiatives in detail in our “Delivered with Care” safety report and on our website. We have incurred more than $15 billion in COVID-19-related costs to help keep our employees safe and deliver for our customers. • Wehavedisclosedourworkforceincident rates along with a comparison to a variety of industries. Our Lost Time Incident Rate was 2.3 globally and 2.6 in the United States in 2020, a 43% and 49% improvement from 2019, respectively. In addition, our Recordable Incident Rate was 5.1 globally and 6.5 in the United States in 2020, a 24% and25%improvementfrom2019,respectively. • Ourcommitmenttosupportingouremployees’well-beingandsuccessisdemonstratedthroughourcompetitive compensation and employee benefits. • Wearecommittedtosupportingandincreasingdiversity, and have committed to conducting and publicly releasing the results of a racial equity audit that will evaluate any disparate racial impacts on our nearly one million U.S. hourly employeesresulting from our policies, programs, and practices. We also have announced Company-wide diversity, equity, and inclusion goals, and we provide extensive statistical reporting on our workforce diversity and pay equity. Weannuallypublish gender and race representation information on our diversity and inclusion website, which includes representation by job type, such as front-line associates, corporate employees, and senior leaders. In addition, to provide even greater transparency, we began publishing our consolidated EEO-1 reports in 2021. Amazon also annually provides information on compensation by gender and by race/ethnicity. • OurBoardhasdirectoversight of employee well-being and workplace safety, and regularly reviews these matters. Safety is Integral to Everything We Do at Amazon TheBoardrecognizes the importance of workplace safety and the right to a safe work environment. As reinforced in our report, “Delivered with Care: Safety, Health, and Well-Being at Amazon,” “safety is integral to everything that we do at Amazon—everyday,inevery operation, across every country,” and “we strive to be safer, every day for our employees, partners, and communities.”27 Our founder and Executive Chair emphasized our commitment to safety in his 2020 Letter 28 to Shareholders, stating that Amazon would strive to be “Earth’s Best Employer and Earth’s Safest Place to Work.” Additionally, as we reaffirmed in our Amazon Global Human Rights Principles, we strive to be the most safety-centric organization in the world. 29 This includes providing a clean, safe, and healthy work environment where the health and safety of our workers is a key priority. For us, one incident is too many. We believe that all workers should come to work and return home safely. No matter who our employees are, where they work, or what they do, we are committed to their safety and well-being every day. While many of our employee health, safety, and well-being related initiatives are discussed in detail below, our WorkingWell initiative is one particular example of our commitment to improving employee safety and well-being. Launched in 2020, WorkingWell is a new comprehensive program that aims to help prevent injuries, provide wellness services, and offer health 30 Through this program, as part of our ongoing effort to design our literacy for employees while at work and at home. workstationsandjobsergonomically,AmazonutilizesacademicresearchandCertifiedAthleticTrainerstoeducateandcoach our employees on body mechanics, safe manual handling practices, and ergonomic principles.31 The injury prevention specialists hired as part of this program are available to our employees on-site and are prepared to evaluate, provide recommendationsforimprovements,train our employees on stretches and exercises to decrease the risk of injury, and 27 Available at https://safety.aboutamazon.com/delivered-with-care. 28 Seehttps://www.aboutamazon.com/news/company-news/2020-letter-to-shareholders. 29 Seehttps://sustainability.aboutamazon.com/people/human-rights/principles. 30 Seehttps://press.aboutamazon.com/news-releases/news-release-details/body-mechanics-mindfulness-amazon-launches-employee-designed. 31 Seehttps://www.aboutamazon.com/news/workplace/meet-employees-behind-amazons-new-health-and-wellness-program. 46

      SHAREHOLDERPROPOSALS advise on working safely. This sort of training is particularly effective in addressing and preventing musculoskeletal disorders (“MSDs”). We recognize that MSDs are common in the type of work that we do in our operations. We are committed to leading the way for workplaces around the world to proactively manage—and prevent—work-related MSDs by drawing on our expertise in innovation and technology and collaborating with proven thought leaders and scientists. WeareTransparent About Our Commitment to and Efforts to Improve Workplace Safety 32 Our“Delivered with Care” safety report and workplace safety website discuss our many initiatives to provide our associates asafeandhealthyworkplace.Thereportalsoincludesextensivedisclosureanddetailedmetricsreflecting our commitment to safety and the results we have achieved by implementing these various initiatives. Select highlights include: • OurLostTimeIncidentRate—ameasureofthenumberofinjuriesandillnessesthatresultintimeawayfromwork—was 2.3 globally and 2.6 in the United States in 2020, a 43% and 49% improvement from 2019, respectively. In addition, our Recordable Incident Rate—which measures how often an injury or illness occurs at work—was 5.1 globally and 6.5 in the United States in 2020, a 24% and 25% improvement from 2019, respectively. We report how these incident rates comparetoavarietyofindustries. • As part of our commitment to proactively manage and prevent work-related MSDs, in June 2021, we launched a five- year $12 million partnership with the National Safety Council, aimed at leveraging academic expertise and investment in breakthrough technologies to decrease the rate of occurrence of and expedite the recovery time from MSDs, both 33 internally and industry-wide. • Amazon’sSafety Leadership Index enables employees to use computers, workstations, or hand scanners to anonymously share their daily perceptions of safety. The process helps managers gauge safety sentiment at their site and take targeted action for improvement. This feedback system helps us address concerns, hear suggestions, and take action, like 34 providing additional safety equipment at U.S. fulfillment centers, sort centers, and delivery stations. • 24hoursaday,7daysaweek,associatesareabletoprovidedirectfeedbacktotheirmanager,theirgeneral manager, andeventheCEOonwhatcanbedonetoimprovethesafetyofourfacilities.Theycandothisviadirectfeedback,ourVoice of the Associate (“VOA”) Boards, the Safety Leadership Index (discussed above), meetings, and our general open-door policy. In 2021, we addressed more than 210,000 comments, questions, and issues through the VOA Boards alone. • Ourperformancereviewprocessis designed to ensure that we review employee performance fairly and consistently, to identify employees for recognition and for support, and to account for daily changes to the business—all while prioritizing safe work performance and actions. We believe individual performance metrics are a key business tool for ensuring high-quality work, operational efficiency, and fairness in employee engagement. We assess performance based on safe andachievable expectations, accounting for tenure, peer performance, and adherence to safe work practices. Our employees, in addition to their regularly scheduled breaks, are able to take informal breaks to stretch, get water, or talk toamanager.Inmid-2021,weupdatedourpolicythatmeasuresthetimeemployeesareloggedontotheirworkarea.This measurement,alongwithdirectemployeefeedback,helpsusunderstandifthereareanyissueswithtoolsandequipment that employees use to do their jobs. Employees are only questioned about unproductive time if they are regularly absent for long periods. In 2021, less than 0.4% of employees were separated from Amazon due to their inability to perform their jobs. Also in 2021, 83% of coaching was positive and was provided to employees who were meeting or exceeding expectations. • Werelyonproactivedata(inspections, assessments, and audits) to gauge whether we are focusing on the right risk controls, applying them correctly, and whether the controls are producing desired results. Thousands of safety inspections occur each day across our network. During these daily inspections, senior leaders from all the facility’s teams spend time ontheproductionfloor to evaluate the work environment, talk to associates about areas for improvement, and move learnings into immediate actions. • Werecruit experts in occupational health, safety, industrial hygiene, transportation, public health, technology, data analytics, engineering, and operations to design and synthesize innovative safety solutions. • Wehaveincurredmorethan$15billioninCOVID-19-relatedcoststohelpkeepouremployeessafeanddeliverforour customers, and also committed an additional over $300 million to non-COVID-19-related safety projects in 2021. 32 Seehttps://www.aboutamazon.com/workplace/safety. 33 Seehttps://press.aboutamazon.com/news-releases/news-release-details/amazon-and-national-safety-council-create-first-its-kind. 34 Seehttps://www.aboutamazon.com/news/operations/safety. 2022ProxyStatement 47

      SHAREHOLDERPROPOSALS • In 2021, we received the prestigious Green Cross for Safety Innovation Award from the National Safety Council for our innovative Collision Avoidance Technology, which when mounted on fork trucks, enables fork trucks to sense the distance betweenvehicles and people and structures, so the vehicles can slow down or stop to avoid collisions. At the sites wherethis technology has already been deployed, we reduced our fork truck-related recordable incidents by 95% in 2020. Wehaverolled this out at 10 of our sites and are finalizing plans for global implementation. • Bycombiningthesciencebehindhumanbehaviorwithengineeringexpertise, we are producing advanced wearable technology to improve safety in operations. To this end, we invested approximately $10 million into developing special safety vests for employees who work alongside, and maintain, our robotic pods. As another example, we are piloting wearable technology that uses real-time sensory feedback to alert the user of weak body postures and facilitate change inpotentiallydetrimentalhabits.Thepilotwilldeterminetheimpactwearabletechnologiescanhaveonimprovingassociate posture and reducing MSD injury risks. OurBoardIsIntently Focused on Our Employees’ Well-Being and Success Ourcommitmenttosupportouremployeesisdemonstratedbyourcompetitivecompensationandemployeebenefits.We are proud to offer competitive pay and comprehensive benefits, and our high wages have had a positive impact on other 35 wagesinlocal labor markets where Amazon operates and have helped boost local economies across the country. In the United States, the roles in fulfillment and transportation offer an average starting wage of more than $18 an hour—and up to $22.50 per hour in some locations.36 Relatedly, when evaluating 2021 compensation, including base compensation, cash bonuses, and stock, our reported data demonstrates that women globally and in the United States earned 99.8 cents and 99.9 cents, respectively, for every dollar that men earned performing the same jobs, and racial/ethnic minorities in the United States earned 99.2 cents for every dollar that white employees earned performing the same jobs.37 We continue to prioritize pay equity. Additionally, we provide numerous benefits to our employees, including comprehensive medical benefits, a 401(k) plan with aCompanymatch,andupto20weeksofparentalleave(birthparentsareeligibleforupto20weeksofleaveandpartners uptosix).WealsoknowthattheAmericanworkforceischanging—thereisagreaterneedfortechnicalskillsintheworkplace than ever before and a huge opportunity for people with the right skills to move into better paying jobs. Every employee at AmazonalsohasaccesstoninedifferentCompany-fundedupskillingprogramsaspartofAmazon’s$1.2billionUpskilling 2025pledge.38 Programs include Career Choice, an education benefit which fully funds tuition for employees to learn new skills for career success at Amazon or elsewhere, including Bachelor’s degrees, industry certifications designed to lead to in- demandjobs,andfoundationalskills such as English language proficiency, high school diplomas, and GEDs. We offer graduate-school-level training for our employees through Machine Learning University, a program designed to give current Amazonemployeesthechancetodevelopexpertiseinmachinelearning, growing critical skills in an area of rapidly expandingprofessionalopportunitieswithinAmazon.Wearealsoproudtoofferouremployeestheopportunitytoparticipate in our Mechatronics and Robotics Apprenticeship Program. This program, which is registered with the U.S. Department of Labor, provides employees the opportunity to learn skills and technical knowledge needed to fulfill a technical maintenance role within our facilities. Those who complete the first phase of this program see an increase in their wages of up to approximately 40%, and those who complete the second phase see their average wage increase by up to an additional 48%. Moreover, as part of WorkingWell, in partnership with Crossover Health, we have opened numerous Neighborhood Health Centers for employees and their families to access quality, convenient, and affordable healthcare whenever, and wherever, they need it. We also offer U.S. employees and their families access to telehealth and on-demand healthcare services throughAmazonCare,whichallowsthemtoconnectwithadoctorin60secondsorless.In2021,welaunchedanewmental health benefit called Resources for Living, offering free confidential mental health services to U.S. employees, their families, andmembersoftheirhousehold,24hoursaday,sevendaysaweek.39 35 Seehttps://www.aboutamazon.com/news/job-creation-and-investment/study-shows-amazons-wage-increase-to-15-an-hour-also-upped-pay-for-non- amazon-workers. 36 Seehttps://press.aboutamazon.com/news-releases/news-release-details/amazon-announces-plans-hire-125000-employees-hundreds-cities-and. 37 Seehttps://www.aboutamazon.com/news/workplace/our-workforce-data. 38 Seehttps://www.aboutamazon.com/workplace/upskilling-commitments. 39 Seehttps://press.aboutamazon.com/news-releases/news-release-details/amazon-introduces-new-mental-health-benefit-all-us-employees-and. 48

      SHAREHOLDERPROPOSALS WeAreCommittedtoSupportingandIncreasingDiversity and Have Committed to Conducting a Racial Equity Audit Weservediverse customers, operate in diverse communities, and rely on a diverse workforce. Diversity, equity, and inclusion are cornerstones of our continued success and critical components of our culture. As part of our existing commitment to humanandcivilrights, racial equity, diversity and inclusion, and nondiscrimination, we are conducting a racial equity audit. ThefocusoftheauditwillbetoevaluateanydisparateracialimpactsonournearlyonemillionU.S.hourlyemployeesresulting fromourpolicies, programs, and practices. The audit will be conducted by attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and led by Loretta Lynch, the former Attorney General of the United States. We will publicly release the results fromtheauditonceitis completed. In addition, we have initiated numerous programs to assess and address concerns that have been raised regarding diversity andracial equality within our operations. Starting in 2020, our senior leadership team dove deep into the mechanisms we use to hire, develop, and promote employees, so that we can better identify opportunities to ensure equitable access for all. Wealsopublicly announced ambitious 2020 and 2021 Company-wide goals for diversity, equity, and inclusion. 40 We knowthatdiversity, equity, and inclusion matter and recognize that the advancement of diverse employees begins with proactive recruitment, retention, and development. We seek individuals from all backgrounds to join our teams, and weencouragepeopletobringtheirauthentic, original, and best selves to work. We are committed to increasing gender and racial diversity, including among our leadership ranks. We believe “[d]iversity and inclusion are good for business—and morefundamentally—simplyright,”41and,asourfounderandExecutiveChairhasstated,“[t]heseareenduringvaluesforus— andnothingwill change that.” We provide extensive statistical reporting on our workforce diversity and pay equity. We annually publish gender and race representation information on our diversity and inclusion website, which includes representation by job type, such as front-line associates, corporate employees, and senior leaders. In addition, to provide even greater transparency, we began publishing our consolidated EEO-1 reports in 2021. Amazon also annually provides informationoncompensationbygenderandbyrace/ethnicity.OurBoardislikewisededicatedtopromotingdiversity,equity, andinclusion at Amazon. The Board’s Leadership Development and Compensation Committee oversees and monitors our strategies and policies related to human capital management within Amazon’s workforce, including specifically overseeing andmonitoringourpoliciesondiversity,equity,andinclusion,corporateculture,compensationandbenefits,andretention. Ourfocusondiversity, equity, and inclusion has been independently recognized by the Human Rights Campaign’s Corporate Equality Index; the NAACP Equity, Inclusion, and Empowerment Index; the Disability Equality Index; and the 2019 American Foundation for the Blind Helen Keller Achievement Award. More information about Amazon’s diversity and inclusion efforts and employee demographics is publicly available at https://www.aboutamazon.com/workplace/diversity-inclusion. OurBoardIsDirectly and Meaningfully Engaged In Oversight of Employee Well-Being and Workplace Safety Thefull Board regularly oversees and reviews reports from management on various aspects of our business, including related risks and strategies for addressing them. The Board’s oversight of our activities encompasses workplace safety. We also have Board committees responsible for overseeing our risk management processes. For example, the Audit Committee is responsibleforoverseeingmanagementof,amongotherthings,operationalrisks.Inaddition,theLeadershipDevelopment and Compensation Committee is responsible for overseeing strategies and policies related to human capital management within the Company’s workforce, including workplace environment and safety and diversity (as discussed above). In managingandmitigatingrisks, we have shown a long history of commitment to workplace safety, by building robust programsthat provide our associates with a safe and healthy workplace with appropriate rules and practices for reporting andproactively managing risk associated with injuries and illnesses, including unsafe conditions or behaviors. Wearecommittedtopromotingasafe,healthy,andinclusiveworkingenvironmentandcontinuingtodevelopinnovative technology to keep our associates safe. Our “Delivered with Care” safety report and our website already include extensive discussions on our efforts and commitment to employee well-being and workplace safety, and we also provide extensive statistical reporting on our workforce diversity and pay equity. In light of this, the Board recommends that shareholders vote against this proposal. TheBoardofDirectorsrecommendsavote“AGAINST”thisproposalrequestingareportonworkerhealthand safety differences. 40 Seehttps://www.aboutamazon.com/news/workplace/diversity-equity-and-inclusion. 41 Seehttps://www.aboutamazon.com/about-us/our-positions. 2022ProxyStatement 49

      SHAREHOLDERPROPOSALS ITEM10—SHAREHOLDERPROPOSALREQUESTINGADDITIONALREPORTINGONRISKS ASSOCIATEDWITHTHEUSEOFCERTAINCONTRACTCLAUSES BeginningofShareholderProposalandStatementofSupport: RESOLVED: Shareholders of Amazon.com, Inc. (“Amazon”) ask that the Board of Directors prepare a public report assessing the potential risks to the company associated with its use of concealment clauses in the context of harassment, discrimination and other unlawful acts. The report should be prepared at reasonable cost and omit proprietary and personal information. SUPPORTINGSTATEMENT: Concealmentclauses are defined as any employment or post-employment agreement, such as arbitration, non-disclosure or non-disparagement agreements, that Amazon asks employees or contractors to sign which would limit their ability to discuss unlawful acts in the workplace, including harassment and discrimination. WHEREAS: Amazonwiselyusesconcealmentclausesinemploymentagreementstoprotectcorporateinformation,suchastrade secrets. However, harassment and discrimination are not trade secrets, nor are they core to Amazon’s operations or needed for competitive reasons. Yet, Amazon’s employment agreements may prohibit their workers from speaking openly on these topics. Given this, investors cannot be confident in their knowledge of Amazon’s workplace culture. Ahealthy workplace culture is linked to strong returns. McKinsey found that companies in the top quartile for workplace culture post a return to shareholders 60 percent higher than median companies and 200 percent higher than organizations 1 in the bottomquartile. AstudybytheWallStreetJournalfoundthatoverafive-yearperiod,the20mostdiversecompanies in the S&P500hadanaverageannualstockreturnalmostsixpercentagepointshigherthanthe20leastdiversecompanies.2 In contrast, a workplace that tolerates harassment invites legal, brand, financial and human capital risk. Companies may 3 experience reduced morale, lost productivity, absenteeism and challenges in attracting and retaining talent. Employees who engageinharmfulbehaviormayalsobeshieldedfromaccountability. Pinterest paid $22.5 million to settle a gender discrimination lawsuit brought by a former executive after years of binding employeeswhosettleddiscrimination claims to concealment agreements. Shareholders ultimately sued Pinterest executives alleging a breach of fiduciary duty by “perpetrating or knowingly ignoring the long-standing and systemic culture of 4 discrimination and retaliation.” Similarly, in 2020, Alphabet agreed to limit confidentiality restrictions associated with harassment and discrimination cases in a $300 million settlement of shareholder lawsuits alleging the company created a 5 toxic work environment. In 2021, five women separately sued Amazon over alleged racial and gender discriminations6 and the National Labor Relations Board found Amazon illegally retaliated against employees for speaking out against the company’s climate and 7 labor policies. Investors seek assurance that more missteps are not occurring at Amazon, hidden from view because of concealment clauses. California law prohibits concealment clauses in employment agreements involving recognized forms of discrimination and unlawfulactivity.8 Amazonworksunderapatchworkofstatelawsrelatedtotheuseofconcealmentclausesandmaybenefit fromconsistent practices across all employees and contractors. 1 https://www.mckinsey.com/business-functions/organization/our-insights/the-organization-blog/culture-4-keys-to-why-it-matters 2 https://www.wsj.com/articles/the-business-case-for-more-diversity-11572091200 3 https://conference.iza.org/conference_files/LaborMarkets_2021/sockin_j28322.pdf 4 https://www.institutionalinvestor.com/article/b1phvnsfffr2bp/Retirement-System-Sues-Pinterest-Board-and-Execs-Over-Discrimination 5 https://www.nytimes.com/2020/09/25/technology/google-sexual-harassment-lawsuit-settlement.html 6 https://www.washingtonpost.com/technology/2021/05/19/amazon-suit-race-gender-discrimination/ 50

      SHAREHOLDERPROPOSALS 7 https://www.cnbc.com/2021/09/29/amazon-settles-with-employees-who-said-they-were-fired-over-activism.html 8 https://www.marketwatch.com/story/silenced-no-more-act-becomes-law-in-california-crippling-ndas-11633705395 EndofShareholderProposalandStatementofSupport RECOMMENDATIONOFTHEBOARDOFDIRECTORSONITEM10 WhyWeRecommendYouVoteAgainstThisProposal • Wehavealreadypreparedtherequestedreportanddisclosedtheinformation sought by this proposal. As discussed in moredetail in the report, we do not include the types of confidentiality clauses mentioned in the proposal in the agreements our employees sign when hired, nor do we impose such restrictions through our Code of Business ConductandEthicsoranyotherpolicies applicable to our employees. • Wealsosupporteveryemployee’sright to speak freely about their work environment regardless of whether they have positive or critical perspectives or experiences. • In the limited circumstances when we may use these types of confidentiality clauses, such as when entering into a mutually agreed separation and severance agreement with an employee or when resolving claims made by an employeeorformeremployeethroughasettlementagreement,theclausesdonotprohibittheindividualfrom reporting concerns about allegedly unlawful conduct to appropriate law enforcement bodies or government regulators. • Wetakeanyallegations of unlawful conduct, including discrimination and harassment, very seriously. We carefully review and investigate allegations of conduct that is unlawful or violates our policies, regardless of the position of the individual involved and regardless of whether we enter into a settlement agreement with the person making the claims. Also, the Leadership Development and Compensation Committee of the Board of Directors, comprised of independent directors, receives detailed quarterly updates on any allegations of unlawful discrimination and harassment against employees in vice-president-level positions or above or employees investigated on behalf of Amazonbyanexternalinvestigator. • Given that we have already prepared the report requested in the proposal and given our policies and practices related to supporting employees’ ability to speak freely about discrimination, harassment, and other unlawful acts in the workplace, we recommend that shareholders vote against this proposal. Werecognizethatouremployeesarecritical to our success, and we strive to be Earth’s best employer. We work hard to foster a work environment in which all employees are empowered to do their best work, free of discrimination, harassment, or other unlawful conduct. As we highlight in our Code of Business Conduct and Ethics, we provide equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. We take any allegations of unlawful conduct, including discrimination and harassment, very seriously. WeHaveAlreadyPreparedtheRequestedReport Tosupplementourexisting disclosures about our policies regarding discrimination and harassment, we published the report requested by the proposal discussing the limited circumstances when we enter into agreements with employees containing confidentiality clauses, including non-disclosure or non-disparagement clauses, that could restrict an employee’s ability to 42 publicly discuss allegations of unlawful acts in the workplace and the risks associated with our limited use of such clauses. Wesharedourreportwiththeproponentsandrequestedtheywithdrawtheproposal,buttheproponentsdeclined.Whilewe respect their right not to withdraw, we believe our disclosures address their concern. Key disclosures from that requested report are summarized below. WeDoNotIncludeTheseTypesofConfidentiality Clauses in Our Employee Hiring Agreements Wesupporteveryemployee’srighttospeakfreely about their work environment regardless of whether they have positive or critical perspectives or experiences. To embed this in our Company culture, the agreements that our employees sign when 42 SeeFostering a Work Environment Free of Discrimination and Harassment, available at https://www.aboutamazon.com/news/workplace/fostering-a-work- environment-free-of-discrimination-and-harassment. 2022ProxyStatement 51

      SHAREHOLDERPROPOSALS they are hired, our Code of Business Conduct and Ethics, and any other applicable policies permit employees to discuss or report publicly any concerns over allegedly unlawful conduct in their work environment, including discrimination and harassment. Amazon’s external communications policy outlines that “employees (including hourly fulfillment center employees) may freely communicate about their personal work experiences at Amazon without PR approval, including postingonsocialmediasuchasGlassdoor,Twitter,andInstagram,andareencouragedtodoso.Thisincludescommunications about (a) Amazon’s wages, hours, or working conditions, (b) whistleblowing, or (c) other activities protected by applicable law.” There are limited circumstances when we enter into agreements with these types of confidentiality clauses, such as when entering into a mutually agreed separation and severance agreement with an employee or when resolving claims made by anemployeeorformeremployeethroughasettlementagreement,incompliancewithlocallaws.Becausetheseagreements are typically intended to resolve all claims or allegations that have been or could be made by the employee or former employee, it is common practice to ask that the individual no longer publicly repeat claims or allegations or make new ones oncetheyagreetotheresolution. The confidentiality clauses do not prohibit individuals from reporting concerns about allegedly unlawful conduct to appropriate law enforcement bodies or government regulators. These agreements are often (but not always) individually negotiated, are mutually agreed, and involve payment to the employee or former employee, and the individual has the right to be advised by a lawyer or seek other advice on whether to enter into the agreement. WeTakeSeriously and Investigate All Allegations of Unlawful Conduct in the Workplace Weworkhardtohelpensurethatemployeesknowthatwetakeanyallegationofunlawfulconductinourworkplace extremely seriously. We provide employees with easy access to mechanisms for reporting and addressing concerns and offer training to employees on topics covered within our Code of Business Conduct and Ethics. This includes details on how to submit anonymous complaints to Amazon’s third-party ethics hotline. Wecarefully review and investigate allegations of conduct that is unlawful or violates our policies, regardless of the position of the individual involved and regardless of whether we enter into a settlement agreement with the person making the claims. We do not allow retaliation against an employee for reporting misconduct by others in good faith. To maintain proper oversight of these matters, our senior leadership team receives regular updates on allegations of unlawful discrimination andharassmentandiskeptapprisedoftheprogressandfindingsoftheresulting investigation. In addition, if there are any allegations of unlawful discrimination and harassment against employees in vice-president-level positions or above, the LeadershipDevelopmentandCompensationCommitteeoftheBoardofDirectors,comprisedofindependentdirectors, receives detailed quarterly updates on such allegations, as well as on any employees investigated on behalf of Amazon by anexternal investigator. If, upon completion of an investigation, an employee is found to have engaged in unlawful conduct or to have violated our policies, we take appropriate action to discipline the employee, which can include termination of employment,regardless of that employee’s position or tenure at Amazon. WeHaveConsideredthePotential Risks to Amazon of Our Limited Use of These Types of Confidentiality Clauses Following the proposal’s request to assess the potential risks to Amazon of our use of these types of confidentiality clauses, wehaveconsideredwhetherourlimiteduseoftheseclausesmaybeperceivedasreducingaccountability, whether investors or others could lack confidence about their ability to understand Amazon’s workplace culture, and whether stakeholders, including employees and customers, may not understand how such provisions operate or that our use of themislimited,andthatanysuchmisperceptioncouldaffectourabilitytoattractandretaintalentedemployeesorotherwise harmourreputation as an employer. Wedonotbelievethistobethecase.Weworktomitigatethesepotentialrisksthroughourpoliciesandpractices, including those discussed above and in the requested report, and by being candid and transparent about not using these kinds of clausesotherthaninthelimitedcontextwehavedescribed.Weinvestigateallegationsofunlawfulconduct,provideforsenior managementandindependentBoardoversightofsuchinvestigations, and do not restrict employees from reporting concerns about allegedly unlawful conduct to the appropriate law enforcement bodies or government regulators. Finally, our external communications policy and other similar policies allow and encourage employees to use social media to inform othersabouttheirworkplaceexperienceatAmazon,asreflectedinwidespreadmediacoveragepresentingmanyviewpoints onourworkplaceculture. We believe that these policies and practices demonstrate our commitment to providing our employeesaworkenvironmentthatisfreeofdiscrimination, harassment, or other unlawful conduct. In light of the fact that we already published the report requested by the proposal, which discusses our limited use of these types of confidentiality clauses and the risks associated with such use, we believe that additional reporting on this topic is 52

      SHAREHOLDERPROPOSALS unnecessary. As described in the report, we do not include these confidentiality clauses in the agreements our employees sign when hired, nor do we impose such restrictions through our Code of Business Conduct and Ethics or any other policies applicable to our employees, and, in the limited circumstances when we may use these types of confidentiality clauses, the clauses do not prohibit the individual from reporting concerns about allegedly unlawful conduct to the appropriate law enforcementbodiesorgovernmentregulators.Therefore,theBoardrecommendsshareholdersvoteagainsttheproposal. TheBoardofDirectorsrecommendsavote“AGAINST”thisproposalrequestingadditionalreportingonrisks associated with the use of certain contract clauses. ITEM11—SHAREHOLDERPROPOSALREQUESTINGAREPORTONCHARITABLE CONTRIBUTIONS BeginningofShareholderProposalandStatementofSupport: Request for Charitable Donation Disclosure RESOLVED: Theshareholders request that Amazon.com, Inc. (“Company”) provide a report, published on the company’s website and updatedsemi-annually–andomittingproprietaryinformationandatreasonablecost–thatdiscloses,itemizesandquantifies all Company charitable donations, aggregated by recipient name & address each year for contributions that exceed $999 annually. This report shall include: 1. Monetary and non-monetary contributions made to non-profit organizations operating under Section 501(c)(3) and 501(c)(4) of the Internal Revenue Code, and any other public or private charitable organization; 2. Policies and procedures for charitable contributions (both direct and indirect) made with corporate assets; 3. Rationale for each of the charitable contributions. SUPPORTINGSTATEMENT: Amazon.com,Inc.’sassetsbelongtoitsshareholders.Theexpenditureordistributionofcorporateassets,includingcharitable contributions, should be consistent with shareholder interests. Accordingly, the Company’s policies and procedures for charitable contributions should be disclosed to shareholders. Companyexecutivesexercise wide discretion over the use of corporate assets for charitable purposes. Absent a system of transparencyandaccountabilityforcharitablecontributions,CompanyexecutivesmayuseCompanyassetsforobjectivesthat are not shared by and may be inimical to the interests of the Company and its shareholders. Current disclosure is insufficient to allow the Company’s Board, its shareholders, and its current and prospective customers to fully evaluate the charitable use of corporate assets. There is currently no single source providing shareholders the information sought by this resolution. EndofShareholderProposalandStatementofSupport 2022ProxyStatement 53

      SHAREHOLDERPROPOSALS RECOMMENDATIONOFTHEBOARDOFDIRECTORSONITEM11 WhyWeRecommendYouVoteAgainstThisProposal • Amazonleveragesits scale and assets for good to support charitable organizations and communities around the world. • Examples include the Amazon Housing Equity Fund, a commitment of more than $2 billion to preserve and create affordable homes in our hometown communities, and the AmazonSmile program, through which Amazon has donated more than $350 million to tens of thousands of charitable organizations supported by our customers. • Ourexisting disclosure on our charitable contributions provides ample information for our shareholders to understand the nature of our charitable activities. • Wehaveanappropriatelevelofoversight for our charitable contributions in which significant charitable contributions are made only after an extensive internal review and approval by senior leaders. WeLeverageOurScaleandAssetstoSupportCharitable Organizations and Communities Around the World Amazonbelievesinleveragingourscaleandassetsforgoodtosupportcharitableorganizationsandstrengthencommunities whereouremployeesandcustomersliveandwork.Weworksidebysidewith,andsupport,communitypartnerstobuild 43 long-term, innovative programs that will have a lasting positive impact on our communities. Examples of our work in communities include the Amazon Housing Equity Fund, which we established in 2021 to provide morethan$2billioninbelow-marketloansandgrantstopreserveandcreateaffordable homesforindividuals and families earning moderate to low incomes in our three hometown communities—Washington state’s Puget Sound region; the Washington, D.C., and Arlington, Virginia, metropolitan areas; and Nashville, Tennessee—and $125 million in grants to 44 minority-ledorganizationsandpublicagenciestohelpthembuildamoreinclusivesolutiontotheaffordablehousingcrisis. Amazon’sfirst commitments of more than $869 million will make up to 5,300 affordable apartment homes available in these communities with more investments to come. Amazon has also committed more than $130 million to our non-profit partners who are working to fight homelessness. We have provided more than $100 million in cash and in-kind donations to Mary’s Place to enable them to operate the largest family homeless shelter in Washington state inside one of our newest headquarters buildings in downtown Seattle, spanning eight floors and accommodating up to 200 family members each 45 night. ThroughAmazonSmile,wehavedonatedmorethan$350milliongloballytotensofthousandsofcharitableorganizations since 2013.46 Organizations around the world have been able to expand their work and make a meaningful impact in their communities thanks to these donations and customers who shop through the AmazonSmile program. AmazonSmile allows our customers, at no additional cost, to choose and support their favorite charitable causes by offering tens of millions ofeligibleitemsfromwhichtheAmazonSmileFoundationwilldonate0.5%ofthepurchasepricetocharitableorganizations pre-selected by customers. Donations from AmazonSmilehavesupportedhundredsofthousandsofnon-profits,including SavetheChildren,wherefundshaveprovidedtemporarylearningcenterstomorethan3,500childrenwhoareoutofschool amidconflict and food to more than 14,000 children missing meals during the pandemic, and Doctors Without Borders, 47 whereAmazonSmiledonationshavehelpedsavelivesinmorethan70countriesaroundtheworld. Charitableorganizations mustmeettherequirementsoutlinedinourparticipation agreement to be eligible for AmazonSmile. Organizations that engagein, support, encourage, or promote intolerance, hate, terrorism, violence, money laundering, or other illegal activities are not eligible to participate. If at any point an organization violates this agreement, its eligibility will be revoked. Since 2013,AmazonhasreliedontheU.S.OfficeofForeignAssetsControlandotherthird-partyorganizationstoprovidethedata for these determinations. 43 Seehttps://www.aboutamazon.com/impact/community; see also Amazon Sustainability 2020 Report: Further and Faster, Together, available at https://sustainability.aboutamazon.com/pdfBuilderDownload?name=amazon-sustainability-2020-report. 44 Seehttps://www.aboutamazon.com/impact/economy/housing-equity/fund. 45 Seehttps://www.aboutamazon.com/news/community/opened-during-the-pandemic-providing-shelter-and-hope-for-years-to-come. 46 Seehttps://www.aboutamazon.com/impact/community/amazonsmile. 47 Seehttps://www.aboutamazon.com/news/community/amazonsmile-donations-help-charities-make-a-difference-around-the-world. 54

      SHAREHOLDERPROPOSALS OurExisting Disclosures on our Charitable Activities Render the Requested Report Unnecessary 48 Thedisclosures we already make available through our Community Impact website provide ample information for our shareholderstounderstandthenatureofourcharitableactivities,andsignificantcharitablecontributionsaremadeonlyafter anextensive internal review and must be approved by senior leaders. Additional disclosure requested by the proposal would not provide useful or meaningful information to our shareholders. Adoption of the reporting requirements contemplated by the proposal would only incur unnecessary expense, increase administrative costs, and impose inefficient procedures. Therefore, the Board recommends shareholders vote against the proposal. TheBoardofDirectorsrecommendsavote“AGAINST”thisproposalrequestingareportoncharitable contributions. ITEM12—SHAREHOLDERPROPOSALREQUESTINGALTERNATIVETAXREPORTING BeginningofShareholderProposalandStatementofSupport: Resolution: Tax Transparency RESOLVED:ShareholdersrequestthattheBoardofDirectorsissue a tax transparency report to shareholders, at reasonable expense and excluding confidential information, prepared in consideration of the indicators and guidelines set forth in the Global Reporting Initiative’s (GRI) Tax Standard. SupportingStatement 1 Profit shifting by corporations is estimated to cost the US government $70–100 billion annually. Globally, the OECD estimates it costs of $100–240 billion.2 The PRI, representing investors with $89 trillion AUM, argues that tax avoidance is 3 key driver of global inequality. With the COVID-19 pandemic resulting in large deficits for many governments, there has been increased government and communityfocusonwhethercorporationsarepayinga“fairshare” of tax and contributing to societies where profits are earned. 90% of companies believe that the financial impacts of the pandemic may lead to more tax disputes, while 38% 4 expect authorities to become more rigorous in tax examinations. In October 2021, 136 countries agreed to a framework for global tax reform.5 In the US, increases in infrastructure and 6 social spending are linked to tax reforms. The proposed Disclosure of Tax Havens and Offshoring Act will require public country-by-country reporting (CbCR) of financial (including tax) data by SEC-registered companies. In November 2021, the EuropeanUnionapprovedadirectivetoimplementaformofpublicCbCRformultinationalsoperatingintheEuropeanUnion 7 with group revenue of over $860 million. Currently, Amazon does not disclose revenues, profits or tax payments in non-US markets, challenging investors’ ability to evaluatetheriskstoourcompanyoftaxationreforms,orwhetherAmazonisengagedinresponsibletaxpracticesthatensure long term value creation for the company and the communities in which it operates. Amazon’s approach to taxation has beenrepeatedly challenged by tax authorities globally.8 In 2020, Amazon was singled out by President Biden as having paid 9 nofederal corporate income tax in the US. 10 TheGRIStandardsaretheworld’smostutilized reporting standard. TheGRITaxStandardwasdevelopedinresponseto investor concerns regarding the lack of corporate tax transparency and the impact of tax avoidance on governments’ ability 11 to fund services and support sustainable development. It is the first comprehensive, global standard for public tax disclosure and requires public reporting of a company’s business activities, including revenues, profits and losses, and tax 12 paymentswithin each jurisdiction. This proposal would bring our company’s disclosures in line with leading companies who already report using the Tax 13 Standard. OurcompanyalreadyreportsCbCRinformationtoOECDtaxauthoritiesprivately, so any increased reporting burden is negligible. 48 Seehttps://www.aboutamazon.com/impact/community. 2022ProxyStatement 55

      SHAREHOLDERPROPOSALS 1 https://thefactcoalition.org/trillions-at-stake-behind-the-numbers-at-play-in-u-s-international-corporate-tax-reform/. 2 https://www.washingtonpost.com/us-policy/2020/11/19/global-tax-evasion-data/ 3 https://www.globalreporting.org/about-gri/news-center/backing-for-gri-s-tax-standard/ 4 https://www2.deloitte.com/content/dam/Deloitte/global/Documents/dttl-tax-beps-survey-2021-report.pdf 5 https://www.oecd.org/tax/international-community-strikes-a-ground-breaking-tax-deal-for-the-digital-age.htm. 6 https://thefactcoalition.org/international-tax-reform-in-build-back-better-act-a-promising-start/ 7 https://www.internationaltaxreview.com/article/b1vf7yc65qpzcd/this-week-in-tax-eu-on-track-for-public-cbcr-by-2023 8 https://www.reuters.com/article/us-france-amazon-tax-idUSKBN1FP1FU; https://www.theguardian.com/technology/2017/oct/04/amazon-eu-tax-irish- government-apple 9 https://www.reuters.com/article/us-usa-biden-amazon-taxes-idUSKBN2BN3LL 10 https://assets.kpmg/content/dam/kpmg/xx/pdf/2020/11/the-time-has-come.pdf 11 https://www.globalreporting.org/about-gri/news-center/backing-for-gri-s-tax-standard/ 12 https://www.globalreporting.org/standards/media/2482/gri-207-tax-2019.pdf 13 https://www.globalreporting.org/about-gri/news-center/momentum-gathering-behind-public-country-by-country-tax-reporting/ EndofShareholderProposalandStatementofSupport RECOMMENDATIONOFTHEBOARDOFDIRECTORSONITEM12 WhyWeRecommendYouVoteAgainstThisProposal • Wesupportcorporatetaxcodesthatincentivize investment in the economy and job creation. • Wealreadyreport on our tax contributions and other economic contributions in the United States and many other countries around the world. In the United States, for 2021, our tax contributions included $2.3 billion in federal incometaxexpense; $5.2 billion in federal taxes that include employer payroll taxes, customs duties, and other taxes andfees; more than $4 billion in state and local taxes of all types; and $22 billion in sales taxes we collected and remitted on behalf of states and localities throughout the United States. We also publicly reported on our total tax contributions in other countries, including the United Kingdom, Italy, France, and Spain. • While we expect to be required to report country-by-country tax information for European Union countries and certain other countries following the European Parliament’s recent vote to require certain companies to publicly disclose such information, we believe the prescriptive granularity of the GRI Tax Standard’s reporting would potentially force disclosure of competitively sensitive information about our operations and cost structures and would hamperourability to make operational decisions. • OurU.S. taxes reflect our commitment to investment in innovation, our employees, and our communities. WeSupportCorporateTaxCodesthatIncentivize Investment in the Economy and Job Creation As stated in our positions,49 we believe that corporate tax codes should incentivize investment in the economy and job creation, and, particularly between countries, should be coordinated to have neither loopholes that permit artificially lower taxrates,noroverlapsthatcausehighertaxratesorredundanttaxation,becausethesedistortcompanybehaviorinwaysthat donotbenefit consumers or the economy. We support the Organisation for Economic Co-operation and Development anditsworkwithglobalgovernmentstoreviewtheinternationaltaxsystemandsecureconsensusonthesepoints.Asstated byourfounderandExecutiveChairin2021,wearesupportiveofanincreaseinthecorporatetaxrateastheU.S.government makes“boldinvestments in American infrastructure” and we look forward to “Congress and the administration coming 50 together to find the right, balanced solution that maintains or enhances U.S. competitiveness.” WeAlreadyProvide Information About Our Tax Contributions In our publicly filed annual and quarterly reports to the Securities and Exchange Commission, we provide extensive and detailed disclosure of our income tax contributions in accordance with accounting principles generally accepted in the United 49 Seehttps://www.aboutamazon.com/about-us/our-positions. 50 Seehttps://www.aboutamazon.com/news/policy-news-views/a-message-from-jeff-bezos. 56

      SHAREHOLDERPROPOSALS States. We also publicly report on our website on our total tax contributions in the United States and, contrary to the proponent’s assertion, other countries, including the United Kingdom, Italy, France, and Spain.51 For example, our blog discloses that Amazon’s 2021 tax contributions in the United States included: • $2.3 billion in federal income tax expense; • $5.2 billion in federal taxes that include employer payroll taxes, customs duties, and other taxes and fees; • Morethan$4billion in state and local taxes of all types; and • $22billion in sales taxes we collected and remitted on behalf of states and localities throughout the United States. This proposal requests that we expand our current disclosures to include country-by-country tax reporting in accordance with the GRI Tax Standard. This type of disclosure would require us to provide additional granular data that is neither useful nor informative to our investors. While the proponent claims reporting under the GRI Tax Standard would bring the Companyinlinewithother“leading companies who already report using” this standard, the article it cites identifies only oneU.S.-based corporation and only four European based corporations that report under the standard. Moreover, our total tax contribution reports also already include more detailed disclosures than many peer U.S. companies. Further, while we expecttoberequiredtoreportcountry-by-countrytaxinformationforEuropeanUnioncountriesandcertainothercountries following the European Parliament’s recent vote to require certain companies to publicly disclose such information, we believetheGRITaxStandard’sprescriptivegranularitywouldpotentiallyforcedisclosureofcompetitivelysensitiveinformation about our operations and cost structures ahead of regulations applying to large businesses and would hamper our ability to make operational decisions. In addition, providing disclosure solely on our rate of income tax distorts the other significant tax contributions we make such as property taxes, payroll taxes, taxes on gross receipts, and the many other taxes we pay in the communities in which weoperate. The disclosures requested by the proposal would also fail to take into account the investments we have madeintheeconomyandjobcreationasaresultofincentivesbuiltintotaxlaws—investmentsthattaxlawsencourage companies to make. In many instances, we provide country-by-country information that does take into account these 52 investments. For example, we currently report on our investments for all 18 European countries where we have a presence. Providing country-by-country tax disclosures will not address the proponent’s concerns to the extent they relate to incentives and policy considerations behind existing tax codes. OurU.S. Taxes Are a Reflection of Our Commitment to Investments in Innovation, Our Employees, and Our Communities Wearestronglycommittedtoinnovatingandmakinghigh-impactinvestmentstokeepouremployeessafe,serveour customers, and benefit the communities in which we operate. Like most governments that seek to encourage economic investment by companies, the U.S. Congress has written a tax code that incentivizes job creation, capital investment, the development of new technology, and employee ownership—all of which are priorities for Amazon and critical drivers of a prosperous economy. Amazonplaysakeyroleinhelpingfundpublicservices and infrastructure throughout the country. We do this through the taxes we pay and the taxes we collect and remit on behalf of our customers, employees, and third-party sellers. The taxes we pay include federal and state income taxes, payroll taxes, sales and use taxes, property taxes, gross receipts taxes, and customs duties. We collect and remit sales taxes across our marketplaces as well as payroll taxes on behalf of employees. Bycollecting and remitting taxes on behalf of our customers and sellers, we help reduce compliance costs and ensure that stateandlocalgovernmentsreceiverevenuesonatimelybasis.WealsosupportfederalinvestmentsinAmericaninfrastructure to enhance U.S. competitiveness, including an increase in the corporate tax rate to fund it. Wecontinuetoinvestheavily and aggressively to create great new jobs. Our investments have contributed to economic growth,helpingtogrowtheU.S.economybynearlyhalf-a-trilliondollarssince2010.In2020,theProgressivePolicyInstitute ranked AmazonastheNo.1U.S.companyinvestinginAmerica.Wehavecreatedmorejobsthananyothercompanyover thelastdecade,andalsowesupportmorethan1.6millionindirectjobs–inconstruction,professionalservices,healthcare,and other industries—that help communities nationwide thrive. We now have more than 1.6 million employees worldwide. We 51 Seehttps://www.aboutamazon.com/news/policy-news-views/amazon-is-investing-in-american-jobs-workers-and-communities; https://blog.aboutamazon.co.uk/jobs-and-investment/2020-amazons-economic-impact-in-the-uk;https://www.aboutamazon.it/impatto-economico-amazon- italia; https://blog.aboutamazon.eu/job-creation-and-investment/amazon-a-positive-impact-for-the-french-economy; https://www.aboutamazon.es/ inversion-y-creacion-de-empleo/amazon-10-a%C3%B1os-en-espa%C3%B1a. 52 Seehttps://www.aboutamazon.eu/map/investing-in-europe. 2022ProxyStatement 57

      SHAREHOLDERPROPOSALS invest in our employees by providing, in the United States, an average starting wage of at least $18 an hour, and our full- time employees receive comprehensive benefits like healthcare, 401(k) Company matching, and up to 20 weeks of paid parental leave. As reflected in our published information regarding our tax and other economic contributions, we are committed to investing, inventing, creating jobs, and working to enhance the communities where we operate. We are pleased to play a role in creating opportunity and driving innovation and prosperity through our investments around the world. TheBoardofDirectorsrecommendsavote“AGAINST”thisproposalrequestingalternativetaxreporting. ITEM13—SHAREHOLDERPROPOSALREQUESTINGADDITIONALREPORTINGON FREEDOMOFASSOCIATION BeginningofShareholderProposalandStatementofSupport: RESOLVED:thatshareholdersofAmazonInc.(“Amazon”)urgetheBoardofDirectorstoproduceareportanalyzinghow Amazon’scurrent human rights policies and practices protect the rightful application of the fundamental rights of freedom of association and collective bargaining as guaranteed by the ILO Declaration on Fundamental Principles and Rights at WorkandtheUNUniversalDeclarationofHumanRights.Thereportshouldincludeinformationonwhether,andifsohow, inputfromaffectedstakeholderswastakenintoaccount.Thereport,preparedatreasonablecostandomittingconfidential or proprietary information, should be publicly disclosed on the Company’s website. SUPPORTINGSTATEMENT: Freedomofassociation and collective bargaining are fundamental human rights protected by national and international legal standards including the ILO Declaration on Fundamental Principles and Rights at Work and the UN Universal Declaration of HumanRights. According to the ILO Freedom of association and collective bargaining permits workers and companies “to attain beneficial andproductivesolutionstopotentiallyconflictualrelationsbetweenworkersandemployers”andpromotes“peaceful,inclusive anddemocraticparticipationofrepresentativeworkers’andemployers’organizations.”Theseintrinsicallyrelatedfundamental humanrightsplayanimportantroleindemocratic societies. Collective bargaining entities help facilitate and enhance “the ability of their members to exercise core civil liberties. Amazonrecentlyenactedits Global Human Rights Principles, which states the Company’s commitment to the UN Guiding Principles on Business and Human Rights. However, the company has not demonstrated how its human rights policies and practices protect workers’ rights to freedom of association and collective bargaining. These rights are also guaranteed by the aforementioned instrument. Overthepastyears,theCompanyhasbeensubjecttooverwhelmingnegativemediacoverageintheU.Sandinternationally accusing the company of limiting these fundamental rights through anti-unionization tactics including allegations of intimidation strategies, retaliation actions and surveillance systems. ThemisalignmentbetweentheCompany’spubliccommitmentsandthesereportsrepresentsmaterialreputational, legal andoperationalriskstoitsshareholders.Someshareholdershavethemselvescomeunderscrutinyforinvestingincompanies that are linked to human rights abuses, making effective due diligence on the company’s human rights practices material to their investment choices. Therefore, it is crucial for shareholders to understand how Amazon’s human rights policy and practices align with the fundamental rights of freedom of association and collective bargaining. Greater transparency on these issues would help address concerns about the Company’s reputation, clarify its commitment to basic human rights, and enable investors to perform their own human rights due diligence according with their fiduciary duty and protect long-term shareholder value. EndofShareholderProposalandStatementofSupport 58

      SHAREHOLDERPROPOSALS RECOMMENDATIONOFTHEBOARDOFDIRECTORSONITEM13 WhyWeRecommendYouVoteAgainstThisProposal • Wehavealreadypreparedtherequestedreportanddisclosedtheinformation sought by this proposal. • As discussed in more detail in the report, our human rights commitment and approach are informed by leading international standards and frameworks developed by the United Nations and the International Labour Organization, which recognize the right to freedom of association and collective bargaining, and we use the framework of the United Nations Guiding Principles on Business and Human Rights (“UNGPs”) to guide our approach. • Ourpolicies afford employees the freedom to form or join a labor organization or other lawful organization of their selection, collective bargaining, direct and indirect participation in workplace consultation structures, and access to redress mechanisms. We embed these policies across our business with direct employee involvement. • Ouremployees’voices are critical to us, so we also go beyond mere compliance with legal requirements by listening andrespondingtoideasandconcernsofouremployees,empoweringthemtocommunicateandprovidefeedback through various formal and informal mechanisms. WeHaveAlreadyPreparedtheRequestedReport Amazonemployeesarethefoundationofoursuccessasacompany,andwearecommittedtorespectingthefundamental humanrightsandthedignityofworkerseverywhereweoperatearoundtheworld.Tosupplementourexistingdisclosures, wepublishedthereportrequestedbytheproposaldisclosinghowourhumanrightscommitmentandapproachareinformed byleading international standards and frameworks developed by the United Nations and the International Labour Organization, which recognize the right to freedom of association and collective bargaining, and how we use the framework 53 of the UNGPs to guide our approach. Thereport also discusses how we take into account input from the stakeholders primarily impacted by these issues–our employees. We shared our report with the proponents and requested they withdraw the proposal, but the proponents declined. While we respect their right not to withdraw, we believe our disclosures address their proposal. Key disclosures from that requested report are summarized below. WeareIntently Focused on Respecting Employees’ Human Rights and Our Policies Respect Freedom of Association and Collective Bargaining TheUNGPsaretheglobalauthoritative framework on business and human rights. Under this framework, governments havethedutytoprotectinternationally recognized human rights, while businesses have the responsibility to respect human rights. Both governments and business must enable access to effective remedy. Aligning with the UNGP framework, 54 55 Amazon’spolicies and practices, including our Global Human Rights Principles, Supply Chain Standards, andCodeof 56 Business Conduct and Ethics, are designed to ensure respect for the rights of freedom of association and collective bargaining while, at the same time, complying with the legal requirements of the countries where we operate. Our policies afford employees the freedom to form or join a labor organization or other lawful organization of their selection, collective bargaining, direct and indirect participation in workplace consultation structures, and access to redress mechanisms. We embedthesepolicies across our business with direct employee involvement. Wehavemorethan1.6millionemployeesworldwide.Weoperateacrosstheglobe,includinginAfrica,Asia-Pacific, Europe, India, Latin America, the Middle East, and North America. Everywhere we operate, we comply with applicable local laws related to freedom of association and collective bargaining and respect internationally recognized human rights. When there are gaps in governance or conflicting legal requirements, we follow the UNGPs and seek ways to honor the principles of internationally recognized human rights. 53 SeeAmazon’sHumanRightsCommitment,PolicyandPractice:FreedomofAssociationandCollectiveBargaining, available at https://www.aboutamazon.com/news/policy-news-views/amazons-human-rights-commitment-policy-and-practice. 54 AmazonGlobalHumanRightPrinciples,available at https://sustainability.aboutamazon.com/people/human-rights/principles (“As outlined in our Code of Business Conduct and Ethics, we do not tolerate discrimination.”). 55 Supplier Code of Conduct, available at https://sustainability.aboutamazon.com/amazon_supply_chain_standards_english.pdf. 56 CodeofBusinessConductandEthics,available at https://ir.aboutamazon.com/corporate-governance/documents-and-charters/code-of-business-conduct- and-ethics/default.aspx. 2022ProxyStatement 59

      SHAREHOLDERPROPOSALS OurPractices Respect Freedom of Association and Collective Bargaining Freedomtoformorjoinorganizations. Our employees have the fundamental human and labor right to form or join organizations. The scope and purpose of these organizations varies from traditional trade union structures to solidarity and support groups. This freedom is buttressed by our respect for freedom of opinion and expression, and our commitment to non-discrimination and non-retaliation that ensures equal treatment for union and non-union employees. Freedomtobargaincollectively. Globally, we apply or are party to dozens of collective bargaining agreements at national, regional, sectoral, and enterprise levels. The agreements cover key topics in the employment relationship, including wages, hours, and other terms and conditions of employment. Workplace participation and representation. Most countries have systems of direct or indirect employee participation in the workplace. Direct participation means that employees and management have direct interactions, whereas indirect participationmeansthatelectedemployeerepresentativesareinvolvedintheprocess.Thesesystemsmaybestatutoryornon- statutory, and involve varying degrees of access to information, consultation, and decision making at either the site or the companylevel. Workscouncils exist in most European countries. The works council is a representative body elected by employees that has arighttoinformation,consultation,andsometimesco-determination,includingapprovalofcertainmanagementdecisionsor measures that impact employees. Works councils can also propose items or topics for discussion with management. We havenumeroussitesinEuropewithemployeerepresentativebodies,manyofwhichhavetradeunionrepresentativesserving onthem.InEurope,wearepartytohundredsofworkscouncilagreements.Wearealsointheprocessofestablishinga European works council that would provide employee representation across our sites in the European Union. WehavedozensofAssociateForumsinwhichemployees,electedbytheirpeers,meetdirectlywithsitemanagementat regular intervals to share ideas, concerns, information, and feedback, giving employees and managers an opportunity to directly engage on key decisions that affect the site or employee experience, including working practices, shift schedules, andemployeewell-being. In addition to these indirect forms of participation, Amazon provides and supports channels for direct employee participation, which are discussed in greater detail in the report: • AssociateRoundtableMeetings.AssociateRoundtablemeetingsprovideemployeesandmanagersameaningfulopportunity to discuss issues, ask questions, and get immediate feedback. Roundtable meetings are used globally; the exact cadence varies by business line and site. • Connections. Connections is a real-time, Company-wide employee feedback mechanism designed to listen to and learn fromemployeesatscaletoimprovetheemployeeexperience.Eachday,Connectionsquestionsaredeliveredtoevery Amazonemployeeonacomputer,aworkstationdevice,orahandscanner.Morethan1.5millionresponsesfromemployees are generated daily across Amazon, including Corporate, Amazon Web Services, World Wide Operations, and Last Mile delivery. • Voice of the Associate Boards. Voice of the Associate Boards are physical and virtual boards operated in our fulfillment centers around the globe. These Boards provide employees a forum for expressing their concerns, offering suggestions, andaskingquestions on a daily basis. Management teams reply directly to questions, promoting dialogue and efficient remediation of issues. Content that involves worker rights, collective bargaining, and unions is freely shared. In 2021, our managersreceived and responded to more than 210,000 comments, questions, and issues raised on the Voice of the Associate Boards. • Regular In-Person Meetings. In-person meetings include all-hands meetings with general managers, stand-up meetings withdirectsupervisors,andone-on-onemeetings.Thesein-personmeetingsservetoprovideemployeesdailyopportunities to engage with management, raise issues, and make suggestions to continually improve the workplace. Access to remedy. Our commitment to respecting human and labor rights includes enabling access to effective remedies. Our employees have multilayered protections and remedies, both internal and external. We encourage active reporting of employeeissuesandconcernswithoutfearofreprisal,intimidation,orharassment.Weprovidetrainingtoemployeesontopics covered within the Code of Business Conduct and Ethics, including how to submit anonymous complaints. First and foremost, any employee can go directly to Human Resources, the Legal Department, or any manager with a suggestion, concern, feedback, or complaint. 60

      SHAREHOLDERPROPOSALS Wehaveavarietyofadditional effective mechanisms that allow our employees to raise grievances and seek remedy. Employeesbring questions or report suspected violations of the Code of Business Conduct and Ethics through our global Ethics Line, which is managed by an independent third party. Calls to the Ethics Line may be made anonymously on request. Employeescanalsoraise questions or concerns through our A to Z app. Other intake avenues include, for example, the EmployeeResourceCenter, the Safety team, and Security. WealsoprovideemployeesaccesstoacomplaintssystemknownasExecutiveEscalations.Anemployeecanemaila suggestion or complaint to a member of Amazon’s senior leadership team, including our CEO, VPs, and other senior leaders. Escalations are independently reviewed by Human Resources, used as a learning opportunity, and may be used to update our processes to prevent gaps in the future. Amazon reports its findings to our senior leaders and stakeholders within the business. Wecarefully review and investigate all allegations of unlawful conduct or other conduct that violates any of our policies, regardlessofthepositionoftheindividualinvolved.Wedonotallowretaliationagainstanyemployeeforreportingmisconduct byothers in good faith. Upon completion of each investigation, we take appropriate action against anyone who we found to have engaged in unlawful conduct or to have violated our policies. In several countries, our employees can appeal certain disciplinary actions involving final written warnings and terminations. Asecondlevel manager or general manager may review the issues raised in an appeal, including management decisions, to determine if a policy or practice was applied properly and consistently. In some countries where we have works councils orunionrepresentation,employeescangototheirlocalemployeerepresentativebodiestoaddressconcernsorfilecomplaints. Theserepresentative bodies have established mechanisms and processes to bring the concerns to the attention of Amazon managementteams.Inaddition,employeesalwayshaveaccesstoanylocaljudicial or statutory remedies or enforcement mechanismsavailable in their countries. We do not restrict employees from reporting concerns about allegedly unlawful conduct through any locally available external mechanism. In light of the fact that we already published the report requested by the proposal, which analyzes how our policies and practices respect the rightful application of the fundamental rights of freedom of association and collective bargaining and howwetakeintoaccountinputfromouremployees,webelievethatadditionalreportingonthistopicis unnecessary. Therefore, the Board recommends shareholders vote against the proposal. TheBoardofDirectorsrecommendsavote“AGAINST”thisproposalrequestingadditionalreportingonfreedom of association. ITEM14—SHAREHOLDERPROPOSALREQUESTINGADDITIONALREPORTINGON LOBBYING BeginningofShareholderProposalandStatementofSupport: Whereas,full disclosure of Amazon.com Inc’s (“Amazon”) lobbying activities and expenditures to assess whether its lobbying is consistent with Amazon’s expressed goals and shareholders’ best interests. Resolved, shareholders request the preparation of a report, updated annually, disclosing: 1. Companypolicyandproceduresgoverninglobbying,bothdirectandindirect,andgrassrootslobbyingcommunications. 2. PaymentsbyAmazonusedfor(a)directorindirectlobbyingor(b) grassroots lobbying communications, in each case including the amount of the payment and the recipient. 3. Description of management’s and the Board’s decision-making process and oversight for making payments described in sections 2 above. For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engagedinbyatradeassociation or other organization of which Amazon is a member. 2022ProxyStatement 61

      SHAREHOLDERPROPOSALS Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels. Thereport shall be presented to the Audit Committee and posted on Amazon’s website. SupportingStatement Amazonfails to provide an annual report detailing its lobbying payments by individual states, trade associations (TAs) and social welfare groups(SWGs).Amazonspent$18.7milliononfederallobbyingin2020andwasthelargestcorporatespender for the first half of 2021.1 Amazon lobbies extensively at the state level and reportedly “killed or undermined privacy protections in more than three dozen bills across 25 states.”2 Amazon lobbies abroad, spending between €2,750,000– 3,999,999 on lobbying in Europe for 2020. Companiescangiveunlimited amounts to third party groups that spend millions on lobbying and undisclosed grassroots 3 activity. These groups may be spending “at least double what’s publicly reported.” Amazon lists support of $10,000 or more to 248 TAs, SWGs and nonprofits for 2020, yet fails to disclose its payments, or the amounts used for lobbying. Amazon belongstotheChamberofCommerce(“Chamber”),whichhasspentover$1.7billiononlobbyingsince1998,supportsSWGs that lobby like Americans for Tax Reform and Taxpayers Protection Alliance, and funds controversial nonprofits like the 4 5 Competitive Enterprise Institute and Independent Women’s Forum. Amazon’slackofdisclosure presents reputational risks when its lobbying contradicts company public positions. For example, while Amazon strives to be “Earth’s Best Employer,” it attracted attention for hiring lobbyists that worked for TAs opposing unions.6AmazoncofoundedtheClimatePledgefornetzerocarbonemissionsby2040,buttheChamberunderminedtheParis 7 Climate Accord. Amazon signed a statement opposing state voter restrictions, yet the Chamber lobbied against the For 8 9 the People Act. While Amazon publicly embraced corporate tax hikes, it lobbied to preserve its tax breaks and has drawn scrutiny for avoiding federal income taxes.10 1 https://www.opensecrets.org/news/2021/10/amazon-dominates-lobbying-growing-telehealth-group/. 2 https://www.reuters.com/investigates/special-report/amazon-privacy-lobbying/. 3 https://theintercept.com/2019/08/06/business-group-spending-on-lobbying-in-washington-is-at-least-double-whats-publicly-reported/. 4 https://www.nytimes.com/2019/07/10/climate/nyt-climate-newsletter-cei.html. 5 https://www.washingtonpost.com/politics/2021/10/01/masks-schools-koch-money/. 6 https://news.bloomberglaw.com/daily-labor-report/amazon-poaches-top-business-labor-lobbyists-amid-worker-activism. 7 https://www.eenews.net/stories/1063718517. 8 https://thehill.com/business-a-lobbying/business-a-lobbying/554430-watchdog-group-launches-campaign-to-pressure?rl=1. 9 https://www.politico.com/news/2021/07/08/bezos-tax-amazon-498722. 10 https://itep.org/amazon-has-record-breaking-profits-in-2020-avoids-2-3-billion-in-federal-income-taxes/. EndofShareholderProposalandStatementofSupport RECOMMENDATIONOFTHEBOARDOFDIRECTORSONITEM14 WhyWeRecommendYouVoteAgainstThisProposal • Wereportcomprehensively and transparently on an annual basis our public policy expenditures, including direct and indirect lobbying expenditures such as our payments to U.S.-based trade associations, coalitions, charities, and social welfare organizations to which our Public Policy team contributed at least $10,000. • Wehaveprocessesinplacetoprovideoversight of our public policy activities, and we take a number of actions to mitigate the potential risk associated with misalignment between our views and the lobbying activities undertaken by organizations we support. • While we may not agree with every position of every organization that we support, we believe that our support will help advance those policy objectives that are aligned with our interests and influence the organization’s policy positions in ways that we believe may ultimately align with our objectives. 62

      SHAREHOLDERPROPOSALS WeAlreadyDisclose Our Public Policy Expenditures Wereportcomprehensively and transparently on our public policy expenditures, including direct and indirect lobbying expenditures such as our payments to trade associations, and we comply with all applicable regulations requiring public disclosure of corporate political activity. Our policy addressing these activities is set forth in our U.S. Political Engagement Policy and Statement, which is updated annually and available on our investor relations website, and discloses the U.S.-based trade associations, coalitions, charities, and social welfare organizations to which Amazon’s Public Policy team contributed 57 at least $10,000. OurU.S.Political Engagement Policy and Statement has earned us a place in the top quintile (first tier) of the CPA-Zicklin Index of Corporate Accountability and Disclosure, which ranks companies’ policies and practices on political 58 disclosure and accountability. Weparticipate in the policymaking process by informing public officials about our positions on issues significant to our customers and other stakeholders and our business. These issues are discussed in the context of existing and proposed laws, legislation, regulations, and policy initiatives, and cover topics such as commerce, intellectual property, trade, data privacy, transportation, web services, and sustainability. Ourspendingonfederallobbyingactivities is required to be reported to the House and Senate and is publicly available at https://lda.senate.gov/system/public. Our spending on state government relations efforts is generally required to be reported anddisclosedonapplicablestatewebsitessuchasthosemaintainedbysecretariesofstate,stateethicsandpublicdisclosure commissions, state legislatures, and similar websites. Our U.S. Political Engagement Policy and Statement discloses the total annual amounts we spent on federal lobbying activities and government relations efforts in all U.S. states. WeHaveProcessesinPlacetoOverseeandMitigatetheRiskofMisalignment of Our Public Policy Activities with Our Public Policy Positions Wepublishedareportearlier this year describing the actions we take to mitigate the risks associated with potential 59 There are two primary situations misalignments between our positions and those taken by organizations that we support. in which our lobbying activities could be perceived as not aligning with our public policy positions, many of which are discussed on our website at https://www.aboutamazon.com/about-us/our-positions. First, we and trade associations of which we are a member may oppose proposed legislation, regulations, or other public policy initiatives because we disagree on the approach toward addressing the issue, not because of disagreement over the needtoaddressagivenissue. In some cases, we may disagree with provisions in a policy proposal that are unrelated to the issue. In these situations, there is not a misalignment between our lobbying position and the specific matter at issue, but instead a disagreement on how best to address the matter. We seek to avoid any perception of misalignment in these situations by clearly explaining the basis for our concern with the proposal approach and by seeking and advocating for alternative approaches that we believe more appropriately and more effectively align with our public policy positions. Second, trade associations, coalitions, charities, and 501(c)(4) social welfare organizations to which we contribute may, in thecourseofrepresentingtheirbroadmembership,takepositionsoncertainissuesthatareinconsistentwithourpublicpolicy positions and that do not reflect our views. When such an organization that we contribute to lobbies on a position that we disagreewith,thatorganizationisnotlobbyingonbehalfofAmazon.Also,whenweidentifyanymaterialmisalignmentofthis nature, we make clear to that organization that we do not support that position. Nevertheless, we understand the risk that ourmembershipincertainorganizationsmayfromtimetotimebeviewedasindirectlyfundingpositionsthatareinconsistent with our views on certain public policy issues. Wetakeanumberofactionstomitigatetheriskassociatedwithmisalignmentinthesesituations. Our Senior Vice President for Global Corporate Affairs, Senior Vice President and General Counsel, and Audit Committee, which is comprised solely ofindependentdirectors,annuallyreviewtheU.S.PoliticalEngagementPolicyandStatement,relatedprocedures,andareport onall of our campaign contributions and lobbying expenses, including contributions made to organizations such as trade associations, coalitions, charities, and 501(c)(4) social welfare organizations that may engage in indirect lobbying on behalf of the Company. 57 Available at https://ir.aboutamazon.com/corporate-governance/political-engagement. 58 Seehttps://www.politicalaccountability.net/wp-content/uploads/2021/11/2021-CPA-Zicklin-Index.pdf. 59 SeeAmazon’sInitiatives in Support of the Paris Agreement Goals, available at https://s2.q4cdn.com/299287126/files/doc_downloads/2022/Note-on- Alignment-with-Paris-Agreement.pdf. 2022ProxyStatement 63

      SHAREHOLDERPROPOSALS When,asaresultofourownrevieworasaresultofmediaorstakeholderinquiries,weidentify potential misalignment betweenpositions we support and the positions that such an organization advocates, we will carefully weigh the risks and benefits to Amazon of our continued membership in or support of such organization. In some instances, we may determine that our continued membership in or support of the organization is appropriate, either because it positions us to influence theorganization’spolicypositionsinwaysthatwebelievemayultimatelyalignwithourobjectives,orbecausewebelievethat our continued work with the organization will help advance other important policy objectives aligned with our interests. In those situations, we will communicate to the organization that we do not support positions it takes that are not aligned with our public policy positions. In other instances, we may terminate our membership and/or withdraw our financial support if the risks arising from a particular position the organization supports outweighs the overall benefits to Amazon of being a member. In light of our current public disclosures and existing oversight, policies, and procedures regarding our lobbying and political engagementactivities, the Board recommends shareholders vote against the proposal. TheBoardofDirectorsrecommendsavote“AGAINST”thisproposalrequestingadditionalreportingonlobbying. ITEM15—SHAREHOLDERPROPOSALREQUESTINGAPOLICYREQUIRINGMORE DIRECTORCANDIDATESTHANBOARDSEATS BeginningofShareholderProposalandStatementofSupport: Stockholder Proposal on Democratic Reform of the Board Election Resolved: stockholders recommend that Amazon.com, Inc. (the Company) reform the election of the board to list more candidates than the number of the board of directors to be elected. SupportingStatement “Director compensation has now soared to a level that inevitably makes pay a subconscious factor affecting the behavior of manynon-wealthymembers....Frequently,thepossession of one such directorship bestows on its holder three to four timestheannual[originallyemphasized]medianincomeofU.S.households....IftheNWD[non-wealthydirector]hasseriously challenged his/her present CEO’s compensation or acquisition dreams, his or her candidacy will silently die. When seeking directors,CEOsdon’tlookforpitbulls.It’sthecockerspanielthatgetstakenhome.”—WarrenE.Buffett,ChairmanoftheBoard of Berkshire Hathaway, February 22, 2020. Since February 2020, the world has changed dramatically. U.S. billionaires have seen their wealth surge $1.8 trillion during the pandemic, their collective fortune skyrocketing by 62 percent from just short of $3 trillion at the start of the COVID crisis onMarch18,2020,to$4.8trillion on August 17, 2021, according to a report from Americans for Tax Fairness and the Institute for Policy Studies Program on Inequality (https://ips-dc.org/u-s-billionaires-62-percent-richer-during-pandemic/). TheAmericancorporateboardsandexecutiveshavebecomeaclassofoligarchy,asdefinedbyAristotle, according to his _Politics_. In this great classic, Aristotle demonstratedthatinastablepolis,theratiooftherichcitizen’slandtothepoorcitizen’s land should not be over 5 to 1. However, according to Notice of 2021 Annual Meeting of Shareholders (p.69, p.74), in 2020ourCompany’sCEOAmazonWebService’spayratiois1236to1($35,848,449to$29,007),andCEOWorldwide Consumer’s pay ratio is 1596 to 1 ($46,288,671 to $29,007). Human nature has not changed that far, that abruptly, that absurdly. Oneofthemainproblemsisthatcorporateboardsarenotdemocraticallyelected. The board needs democratic reform to elect members from more diversified candidates. Shareholders should have the right to choose from more candidates than the number of the board of directors to be elected. This democratic reform proposal should be implemented as not to violate any contractual obligations, with amendments to the Company’s governing documents as needed. The board has the flexibility to implement this proposal to design the criteria and process to nominate at least one more candidate than the number of directors of the board to be elected. EndofShareholderProposalandStatementofSupport 64

      SHAREHOLDERPROPOSALS RECOMMENDATIONOFTHEBOARDOFDIRECTORSONITEM15 WhyWeRecommendYouVoteAgainstThisProposal • Ourcurrent director nomination process is robust and requires our Nominating and Corporate Governance Committee to consider all aspects of each candidate’s qualifications and skills in the context of the needs of Amazon at the time. That process has helped successfully recruit a diverse and qualified Board. • Ourgovernancepractices are strong and provide our shareholders with effective input regarding our director nomination and election process. • Theproposal’s unorthodox approach could result in a politicized election process and an ineffective board. OurDirector Selection Process Is Robust TheBoardbelieves in the importance of sound processes for identifying and nominating director candidates, and believes thatitscurrentgovernanceprocessesarepreferabletotheunorthodoxapproachsetforthinthisproposal.Asdescribedinthe “Director NomineeDiversity, Tenure, Skills, and Characteristics” section of this Proxy Statement and in our Board of Directors Guidelines on Significant Corporate Governance Issues, our Board has a dynamic and effective process for identifying and recruiting qualified and diverse directors with a broad range of experience, backgrounds, and interests who are able to effectively represent the interests of our shareholders. In selecting candidates for recommendation to the Board, the Nominating and Corporate Governance Committee, which is comprised entirely of independent directors, draws from a diverse list of candidates, annually reviews the tenure, performance, and contributions of existing Board members to the extenttheyarecandidatesforre-election,andconsidersallaspectsofeachcandidate’squalificationsandskillsinthecontext of the needs of Amazon at that point in time, creating a Board with a diversity of experience and perspectives. The Committeeselects candidates that it believes will complement each other, with each candidate bringing his or her own qualifications, skills, and background that enable the candidate to effectively and productively contribute to the Board’s oversight of the Company. The Board’s composition also reflects 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. TheNominatingandCorporateGovernanceCommitteeincludes,andhasanysearchfirmthatitengagesinclude,women, individuals from underrepresented racial/ethnic groups, and individuals who identify as LGBTQ+ in the pool from which the Committeeselectsdirectorcandidates.TheCommitteeconsidersseveralqualificationsandskillstobeconsideredimportant for a candidate, including a commitment to representing the long-term interests of the shareholders; customer experience skills; internet savvy; an inquisitive and objective perspective; the willingness to take appropriate risks; leadership ability; humancapital 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. The Boardbelieves that the current nomination process, combined with annual director elections using a majority vote standard, is well-calibrated to serve the interests of shareholders well and has helped successfully recruit a diverse and qualified Board. OurShareholders Have Effective Input Regarding Our Director Nomination and Election Process TheCommitteeconsiderscandidates 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. It evaluates director candidates recommendedbyshareholdersinthesamewaythatitevaluatescandidatesrecommendedbyitsmembers,othermembers of the Board, or other persons. In addition, all directors are elected annually by shareholders. We apply a majority voting standard for the election of directors when the number of nominees does not exceed the number of directors to be elected, andwehaveadirectorresignation policy under which our directors tender an irrevocable resignation that can be accepted if a director nominee fails to receive a majority vote when standing for re-election. Shareholders also have a proxy access right to nominate director candidates who would be included in the Company’s proxy statement, and shareholders have the right to call special meetings at which they can nominate director candidates or propose other business. Finally, shareholders have the ability to communicate directly with the Board throughout the year. 2022ProxyStatement 65

      SHAREHOLDERPROPOSALS The Proposal Could Disrupt Board Planning and Effectiveness In contrast, the unorthodox approach suggested in this proposal, which we do not believe is utilized by any company in the S&P500,couldresultinaboardcompositionthatfails to represent the diversity of experience and perspectives most appropriate to address Amazon’s current needs. The proposal could also result in director turnover in any given year, which wouldbedetrimental to the Board’s current, intentional balance between longer-serving directors and newer directors, andcouldimpedetheCommittee’sability to ensure appropriate committee composition and leadership. In addition, competing nominees for election to the Board could result in divisiveness and ultimately undermine the effectiveness of the Board. Moreover, nominating competing candidates would politicize the director election process and likely deter many talented candidates who would prefer being considered for election through more traditional and common processes. Finally, the proposed increase in candidates would be burdensome and inefficient, as the Board and Committee already devote significant time and attention to identifying and recruiting each candidate, which includes a lengthy review of qualifications, experience, and expertise, and an in-depth screening of other factors for compliance with SEC and Nasdaq rules. For the foregoing reasons, the Board recommends that shareholders vote against this proposal. TheBoardofDirectorsrecommendsavote“AGAINST”thisproposalrequestingapolicyrequiringmoredirector candidates than board seats. ITEM16—SHAREHOLDERPROPOSALREQUESTINGAREPORTONWAREHOUSE WORKINGCONDITIONS BeginningofShareholderProposalandStatementofSupport: RESOLVED:ShareholdersofAmazon.com,Inc.(“Amazon”)requestthattheBoardofDirectorscommissionanindependent 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. SupportingStatement AmazonisnowthesecondlargestemployerintheUnitedStates,andmostofitsemployeesworkinwarehousefulfillment 1 centers. While Amazon strives to be “Earth’s Best Employer” and “Earth’s Safest Place to Work,” there have been multiple publicized reports of its warehouse employees being subjugated to unsafe working conditions and unfair treatment. In May2021,theDivisionofOccupationalSafetyandHealthoftheStateofWashington’sDepartmentofLaborandIndustries (the “Division”) found that Amazon “did not provide employees with a workplace free from recognized hazards that are causing or likely to cause serious injury.”2 During its inspection of Amazon’s BFI3 warehouse in Dupont, Washington, it found that Amazon warehouse employees were required to perform manual tasks which caused, and are likely to continue to 3 cause, musculoskeletal disorders (“MSDs”). The Division reported that Amazon pressures its workers to maintain a very high pace of work without adequate recovery time to reduce the risk of injury.4 Further, the Division found “a direct connection 5 betweenAmazon’semployeemonitoringanddisciplinesystemsandworkplaceMSDs.” Indeed, former warehouse workers have said that while Amazon does instruct workers on safety, they had to break safety 6 rules to keep up with their mandated quotas and pace of work out of fear of losing their jobs. Investigative reports suggest a “mounting injury crisis at Amazon warehouses,” with Amazon warehouse employees getting injured more frequently and more severely than elsewhere in the industry.7 For the year 2020, it was reported that Amazon’sinjury rate was more than twice as high as that of Walmart warehouse workers and that Amazon’s serious injury rate was nearly 80% higher than the wider warehouse industry.8 Concerningly, Amazon’s turnover rate before the pandemic was roughly 150 percent a year, a rate that is almost double 9 that of the retail and logistics industries. High turnover can lead to increased costs for the hiring and training of replacement 10 workers. 66

      SHAREHOLDERPROPOSALS In response to warehouse workers’ recent organization efforts and unionization votes, former Chairman Jeff Bezos admitted 11 that Amazon needs “to do a better job” for its employees. As Amazonshareholders, we agree, which is why we are calling for an independent audit and report of the working conditions and treatment that Amazon warehouse workers face. 1 https://www.aboutamazon.com/about-us 2 https://s3.documentcloud.org/documents/20787752/amazon-dupont-citation-and-notice-may-2021.pdf 3 Id. 4 Id. 5 Id. 6 https://www.theatlantic.com/technology/archive/2019/11/amazon-warehouse-reports-show-worker-injuries/602530/ 7 https://www.seattletimes.com/business/amazons-dupont-washington-warehouse-has-highest-injury-rates-of-any-fulfillment-center-in-the-u-s-report- shows/ 8 https://www.forbes.com/sites/niallmccarthy/2021/06/08/amazon-warehouse-injuries-significantly-higher-than-competitors- infographic/?sh=45fc34436854 9 https://www.nytimes.com/interactive/2021/06/15/us/amazon-workers.html 10 https://builtin.com/recruiting/cost-of-turnover 11 https://www.aboutamazon.com/news/company-news/2020-letter-to-shareholders? utm_source=social&utm_medium=tw&utm_term=amznnews&utm_ content=2020shareholderletter&linkId=116261313 EndofShareholderProposalandStatementofSupport RECOMMENDATIONOFTHEBOARDOFDIRECTORSONITEM16 WhyWeRecommendYouVoteAgainstThisProposal • Safety is integral to everything we do at Amazon, as demonstrated by our relentless focus on health and safety training, engagement with employees, and refinement of our processes to improve working conditions. • Wearetransparent about our commitment to and efforts to improve workplace safety, discussing our initiatives in detail in our “Delivered with Care” safety report and on our website. We have incurred more than $15 billion in COVID-19-related costs to help keep our employees safe and deliver for our customers. • Wehavedisclosedourworkforceincident rates along with a comparison to a variety of industries. Our Lost Time Incident Rate was 2.3 globally and 2.6 in the United States in 2020, a 43% and 49% improvement from 2019, respectively. In addition, our Recordable Incident Rate was 5.1 globally and 6.5 in the United States in 2020, a 24% and25%improvementfrom2019,respectively. • Ourcommitmenttosupportingouremployees’well-beingandsuccessisdemonstratedthroughourcompetitive compensation and employee benefits. • OurBoardhasdirectoversight of employee well-being and workplace safety, and regularly reviews these matters. Safety is Integral to Everything We Do at Amazon TheBoardrecognizes the importance of workplace safety and the right to a safe work environment. As reinforced in our report, “Delivered with Care: Safety, Health, and Well-Being at Amazon,” “safety is integral to everything that we do at Amazon—everyday,inevery operation, across every country,” and “we strive to be safer, every day for our employees, partners, and communities.”60 Our founder and Executive Chair emphasized our commitment to safety in his 2020 Letter 61 to Shareholders, stating that Amazon would strive to be “Earth’s Best Employer and Earth’s Safest Place to Work.” Additionally, as we reaffirmed in our Amazon Global Human Rights Principles, we strive to be the most safety-centric organization in the world.62 This includes providing a clean, safe, and healthy work environment where the health and safety 60 Available at https://safety.aboutamazon.com/delivered-with-care. 61 Seehttps://www.aboutamazon.com/news/company-news/2020-letter-to-shareholders. 62 Seehttps://sustainability.aboutamazon.com/people/human-rights/principles. 2022ProxyStatement 67

      SHAREHOLDERPROPOSALS of our workers is a key priority. For us, one incident is too many. We believe that all workers should come to work and return home safely. No matter who our employees are, where they work, or what they do, we are committed to their safety andwell-being every day. While many of our employee health, safety, and well-being related initiatives are discussed in detail below, our WorkingWell initiative is one particular example of our commitment to improving employee safety and well-being. Launched in 2020, WorkingWell is a new comprehensive program that aims to help prevent injuries, provide wellness services, and offer health 63 Through this program, as part of our ongoing effort to design our literacy for employees while at work and at home. workstationsandjobsergonomically,AmazonutilizesacademicresearchandCertifiedAthleticTrainerstoeducateandcoach our employees on body mechanics, safe manual handling practices, and ergonomic principles.64 The injury prevention specialists hired as part of this program are available to our employees on-site and are prepared to evaluate, provide recommendationsforimprovements,train our employees on stretches and exercises to decrease the risk of injury, and advise on working safely. This sort of training is particularly effective in addressing and preventing musculoskeletal disorders (“MSDs”). We recognize that MSDs are common in the type of work that we do in our operations. We are committed to leading the way for workplaces around the world to proactively manage—and prevent—work-related MSDs by drawing on our expertise in innovation and technology and collaborating with proven thought leaders and scientists. WeareTransparent About Our Commitment to and Efforts to Improve Workplace Safety 65 Our“Delivered with Care” safety report and workplace safety website discuss our many initiatives to provide our associates asafeandhealthyworkplace.Thereportalsoincludesextensivedisclosureanddetailedmetricsreflecting our commitment to safety and the results we have achieved by implementing these various initiatives. Select highlights include: • OurLostTimeIncidentRate—ameasureofthenumberofinjuriesandillnessesthatresultintimeawayfromwork—was 2.3 globally and 2.6 in the United States in 2020, a 43% and 49% improvement from 2019, respectively. In addition, our Recordable Incident Rate—which measures how often an injury or illness occurs at work—was 5.1 globally and 6.5 in the United States in 2020, a 24% and 25% improvement from 2019, respectively. We report how these incident rates comparetoavarietyofindustries. • As part of our commitment to proactively manage and prevent work-related MSDs, in June 2021, we launched a five- year $12 million partnership with the National Safety Council, aimed at leveraging academic expertise and investment in breakthrough technologies to decrease the rate of occurrence of and expedite the recovery time from MSDs, both 66 internally and industry-wide. • Amazon’sSafety Leadership Index enables employees to use computers, workstations, or hand scanners to anonymously share their daily perceptions of safety. The process helps managers gauge safety sentiment at their site and take targeted action for improvement. This feedback system helps us address concerns, hear suggestions, and take action, like 67 providing additional safety equipment at U.S. fulfillment centers, sort centers, and delivery stations. • 24hoursaday,7daysaweek,associatesareabletoprovidedirectfeedbacktotheirmanager,theirgeneral manager, andeventheCEOonwhatcanbedonetoimprovethesafetyofourfacilities.Theycandothisviadirectfeedback,ourVoice of the Associate (“VOA”) Boards, the Safety Leadership Index (discussed above), meetings, and our general open-door policy. In 2021, we addressed more than 210,000 comments, questions, and issues through the VOA Boards alone. • Ourperformancereviewprocessis designed to ensure that we review employee performance fairly and consistently, to identify employees for recognition and for support, and to account for daily changes to the business—all while prioritizing safe work performance and actions. We believe individual performance metrics are a key business tool for ensuring high-quality work, operational efficiency, and fairness in employee engagement. We assess performance based on safe andachievable expectations, accounting for tenure, peer performance, and adherence to safe work practices. Our employees, in addition to their regularly scheduled breaks, are able to take informal breaks to stretch, get water, or talk toamanager.Inmid-2021,weupdatedourpolicythatmeasuresthetimeemployeesareloggedontotheirworkarea.This measurement,alongwithdirectemployeefeedback,helpsusunderstandifthereareanyissueswithtoolsandequipment that employees use to do their jobs. Employees are only questioned about unproductive time if they are regularly 63 Seehttps://press.aboutamazon.com/news-releases/news-release-details/body-mechanics-mindfulness-amazon-launches-employee-designed. 64 Seehttps://www.aboutamazon.com/news/workplace/meet-employees-behind-amazons-new-health-and-wellness-program. 65 Seehttps://www.aboutamazon.com/workplace/safety. 66 Seehttps://press.aboutamazon.com/news-releases/news-release-details/amazon-and-national-safety-council-create-first-its-kind. 67 Seehttps://www.aboutamazon.com/news/operations/safety. 68

      SHAREHOLDERPROPOSALS absent for long periods. In 2021, less than 0.4% of employees were separated from Amazon due to their inability to perform their jobs. Also in 2021, 83% of coaching was positive and was provided to employees who were meeting or exceeding expectations. • Werelyonproactivedata(inspections, assessments, and audits) to gauge whether we are focusing on the right risk controls, applying them correctly, and whether the controls are producing desired results. Thousands of safety inspections occur each day across our network. During these daily inspections, senior leaders from all the facility’s teams spend time ontheproductionfloor to evaluate the work environment, talk to associates about areas for improvement, and move learnings into immediate actions. • Werecruit experts in occupational health, safety, industrial hygiene, transportation, public health, technology, data analytics, engineering, and operations to design and synthesize innovative safety solutions. • Wehaveincurredmorethan$15billioninCOVID-19-relatedcoststohelpkeepouremployeessafeanddeliverforour customers, and also committed an additional over $300 million to non-COVID-19-related safety projects in 2021. • In 2021, we received the prestigious Green Cross for Safety Innovation Award from the National Safety Council for our innovative Collision Avoidance Technology, which when mounted on fork trucks, enables fork trucks to sense the distance betweenvehicles and people and structures, so the vehicles can slow down or stop to avoid collisions. At the sites wherethis technology has already been deployed, we reduced our fork truck-related recordable incidents by 95% in 2020. Wehaverolled this out at 10 of our sites and are finalizing plans for global implementation. • Bycombiningthesciencebehindhumanbehaviorwithengineeringexpertise, we are producing advanced wearable technology to improve safety in operations. To this end, we invested approximately $10 million into developing special safety vests for employees who work alongside, and maintain, our robotic pods. As another example, we are piloting wearable technology that uses real-time sensory feedback to alert the user of weak body postures and facilitate change inpotentiallydetrimentalhabits.Thepilotwilldeterminetheimpactwearabletechnologiescanhaveonimprovingassociate posture and reducing MSD injury risks. OurBoardIsIntently Focused on Our Employees’ Well-Being and Success Ourcommitmenttosupportouremployeesisdemonstratedbyourcompetitivecompensationandemployeebenefits.We are proud to offer competitive pay and comprehensive benefits, and our high wages have had a positive impact on other 68 wagesinlocal labor markets where Amazon operates and have helped boost local economies across the country. In the United States, the roles in fulfillment and transportation offer an average starting wage of more than $18 an hour—and up to $22.50 per hour in some locations.69 Additionally, we provide numerous benefits to our employees, including comprehensive medical benefits, a 401(k) plan with aCompanymatch,andupto20weeksofparentalleave(birthparentsareeligibleforupto20weeksofleaveandpartnersup to six). We also know that the American workforce is changing—there is a greater need for technical skills in the workplace than ever before and a huge opportunity for people with the right skills to move into better paying jobs. Every employee at AmazonalsohasaccesstoninedifferentCompany-fundedupskillingprogramsaspartofAmazon’s$1.2billionUpskilling2025 pledge.70 Programs include Career Choice, an education benefit which fully funds tuition for employees to learn new skills for career success at Amazon or elsewhere, including Bachelor’s degrees, industry certifications designed to lead to in-demand jobs, and foundational skills such as English language proficiency, high school diplomas, and GEDs. We offer graduate-school- leveltrainingforouremployeesthroughMachineLearningUniversity,aprogramdesignedtogivecurrentAmazonemployees the chance to develop expertise in machine learning, growing critical skills in an area of rapidly expanding professional opportunities within Amazon. We are also proud to offer our employees the opportunity to participate in our Mechatronics andRoboticsApprenticeshipProgram.Thisprogram,whichisregisteredwiththeU.S.DepartmentofLabor,providesemployees the opportunity to learn skills and technical knowledge needed to fulfill a technical maintenance role within our facilities. Thosewhocompletethefirstphaseofthisprogramseeanincreaseintheirwagesofuptoapproximately40%,andthose whocompletethesecondphaseseetheiraveragewageincreasebyuptoanadditional48%. Moreover, as part of WorkingWell, in partnership with Crossover Health, we have opened numerous Neighborhood Health Centers for employees and their families to access quality, convenient, and affordable healthcare whenever, and wherever, they need it. We also offer U.S. employees and their families access to telehealth and on-demand healthcare services 68 Seehttps://www.aboutamazon.com/news/job-creation-and-investment/study-shows-amazons-wage-increase-to-15-an-hour-also-upped-pay-for-non- amazon-workers. 69 Seehttps://press.aboutamazon.com/news-releases/news-release-details/amazon-announces-plans-hire-125000-employees-hundreds-cities-and. 70 Seehttps://www.aboutamazon.com/workplace/upskilling-commitments. 2022ProxyStatement 69

      SHAREHOLDERPROPOSALS through AmazonCare, which allows them to connect with a doctor in 60 seconds or less. In 2021, we launched a new mental health benefit called Resources for Living, offering free confidential mental health services to U.S. employees, their families, and members of their household, 24 hours a day, seven days a week.71 OurBoardIsDirectly and Meaningfully Engaged In Oversight of Employee Well-Being and Workplace Safety Thefull Board regularly oversees and reviews reports from management on various aspects of our business, including related risks and strategies for addressing them. The Board’s oversight of our activities encompasses workplace safety. We also have Board committees responsible for overseeing our risk management processes. For example, the Audit Committee is responsibleforoverseeingmanagementof,amongotherthings,operationalrisks.Inaddition,theLeadershipDevelopment and Compensation Committee is responsible for overseeing strategies and policies related to human capital management within the Company’s workforce, including workplace environment and safety. In managing and mitigating risks, we have shownalonghistoryofcommitmenttoworkplacesafety,bybuildingrobustprogramsthatprovideourassociateswithasafe andhealthy workplace with appropriate rules and practices for reporting and proactively managing risk associated with injuries and illnesses, including unsafe conditions or behaviors. Wearecommittedtopromotingasafeandhealthyworkingenvironmentandcontinuingtodevelopinnovativetechnology to keep our associates safe. Our “Delivered with Care” safety report and our website already include extensive discussions onoureffortsandcommitmenttoemployeewell-beingandworkplacesafety.Inlightofourcommitmenttoworkplacesafety, the steps we are taking to research, invest, and apply data and insights to improve safety in our workplaces, and our robust disclosures on these steps, the Board recommends that shareholders vote against this proposal. TheBoardofDirectorsrecommendsavote“AGAINST”thisproposalrequestingareportonwarehouseworking conditions. ITEM17—SHAREHOLDERPROPOSALREQUESTINGADDITIONALREPORTINGON GENDER/RACIALPAY BeginningofShareholderProposalandStatementofSupport: Racial and Gender Pay Gaps Whereas:Payinequities persist across race and gender and pose substantial risk to companies and society at large. Black workers’ hourly median earnings represent 64 percent of white wages. The median income for women working full time is 83percentthatofmen.Intersecting race, Black women earn 63 cents, Native women 60 cents, and Latina women 55 cents. At the current rate, women will not reach pay equity until 2059, Black women until 2130, and Latina women until 2224. Citigroupestimatesclosingminorityandgenderwagegaps20yearsagocouldhavegenerated12trilliondollarsinadditional income. PwC estimates closing the gender pay gap could boost Organization for Economic Cooperation and Development countries’ economies by 2 trillion dollars annually. Actively managing pay equity is associated with improved representation. Diversity in leadership is linked to improved innovation and financial performance. Minorities represent 68 percent of Amazon’s workforce and 29 percent of leadership. Womenrepresent45percentoftheworkforceand22percentofleadership. Best practice pay equity reporting consists of two parts: 1. unadjusted median pay gaps, assessing equal opportunity to high paying roles, 2. statistically adjusted gaps, assessing whether minorities and non-minorities, men and women, are paid the same for similar roles. Amazonreportsparity for statistically adjusted gaps but ignores unadjusted gaps, which address structural bias women and minorities face regarding job opportunity and pay, particularly when men hold most higher paying jobs. While Amazon reports diversity data, median pay gaps show, quite literally, how Amazon assigns value to employees through the roles they inhabit and pay they receive. Median gap reporting also provides a digestible and comparable data point to determine progress over time. 71 Seehttps://press.aboutamazon.com/news-releases/news-release-details/amazon-introduces-new-mental-health-benefit-all-us-employees-and. 70

      SHAREHOLDERPROPOSALS Racial and gender median pay gaps are accepted as the valid way of measuring pay inequity by the United States Census Bureau, Department of Labor, Organization for Economic Cooperation and Development, and International Labor Organization. The United Kingdom and Ireland mandate disclosure of median gender pay gaps, and the United Kingdom is considering mandating racial pay gap reporting. Amazon discloses data for United Kingdom employees, reporting a median base pay gap of 1.4 percent and median bonus gap of 25.1 percent. Resolved: Shareholders request Amazon report on median pay gaps across race and gender, including associated policy, reputational, competitive, and operational risks, and risks related to recruiting and retaining diverse talent. The report should bepreparedatreasonable cost, omitting proprietary information, litigation strategy and legal compliance information. Racial/gender pay gaps are defined as the difference between non-minority and minority/male and female median earnings expressed as a percentage of non-minority/male earnings (Wikipedia/OECD, respectively). SupportingStatement:Anannualreportadequateforinvestorstoassessperformancecould,withboarddiscretion, integrate base, bonus and equity compensation to calculate: • percentage median gender pay gap, globally and/or by country, where appropriate • percentage median racial/minority/ethnicity pay gap, US and/or by country, where appropriate EndofShareholderProposalandStatementofSupport RECOMMENDATIONOFTHEBOARDOFDIRECTORSONITEM17 WhyWeRecommendYouVoteAgainstThisProposal • Amazoncurrently provides extensive information on compensation by gender and by race/ethnicity. When evaluating 2021compensation,including base compensation, cash bonuses, and stock, our reported data demonstrates that womengloballyandintheUnitedStatesearned99.8centsand99.9cents,respectively, for every dollar that men earned performing the same jobs, and racial/ethnic minorities in the United States earned 99.2 cents for every dollar that white employees earned performing the same jobs. • Wearestronglycommittedtopromotinggenderandracialdiversity and inclusion in our workforce, including among our leadership ranks. • Wehaverobustprogramsthatarededicatedtoincreasingopportunities for underrepresented groups to enter the technology workforce, and we are investing in building the next generation of diverse technical leaders. WeCurrently Provide Extensive Information on Compensation by Gender and by Race/Ethnicity Webelievethatpeopleshouldreceive equal pay for equal work, regardless of gender, race, or ethnicity, and we are committedtocompensatingouremployeesfairlyandequitably. In light of the extensive reporting we already provide on our progress and ongoing activities promoting these objectives, as detailed below and reported publicly, we do not believe that the additional report on vaguely-described “median pay gaps across race and gender” requested by this proposal would enhanceunderstanding of or accountability for our diversity efforts. Amazonalreadyprovidesextensive statistical reporting on our workforce diversity and pay equity. We annually publish gender and race representation information on our diversity and inclusion website, which includes representation by job type, suchasfront-lineassociates,corporateemployees,andseniorleaders.Inaddition,toprovideevengreatertransparency, webeganpublishingourconsolidatedEEO-1reportsin2021.Amazonalsoannuallyprovidesinformationoncompensation bygenderandbyrace/ethnicity. As the proponent acknowledges, our reported gender and racial/ethnic group pay statistics demonstrate that Amazon pays our employees comparably when analyzing the work of people performing the samejobs. Whenevaluating 2021 compensation, including base compensation, cash bonuses, and stock, our reported data demonstrates that women globally and in the United States earned 99.8 cents and 99.9 cents, respectively, for every 2022ProxyStatement 71

      SHAREHOLDERPROPOSALS dollar that men earned performing the same jobs, and racial/ethnic minorities in the United States earned 99.2 cents for 72 every dollar that white employees earned performing the same jobs. While we are aware that more work needs to be done and are striving to make progress, we disagree with this proposal’s unsupported assertion that reporting unadjusted median pay gaps is a “best practice,” and we note that few U.S. companies report on an unadjusted basis. An unadjusted median pay statistic does not account for factors such as cost of living, job function and level, labor force participation rates, country currency, and geography that impact differences in compensation. Furthermore, the unadjusted median pay statistic does not provide the information our managers and leaders need to makehiring, promotion, and retention decisions in a way that drives representation of women and employees from underrepresented racial/ethnic groups into management and leadership roles. We believe that the pay information that we review and disclose publicly each year, which incorporates these factors, provides a more accurate picture of our pay policies and practices. As reflected by our published pay information, we are committed to fairly and equitably compensating our employees. Our compensation policies and practices are designed to compensate employees in accordance with their job and level, without regard to gender, race, or other protected categories. We monitor implementation of our policies and practices by annually reviewing employee compensation. Wealsoseton-hirecompensationwithoutregardtoacandidate’s current or previous salary, blunting the effect of historical inequities along gender and race lines. Amazon was early to adopt aboldandcomprehensiveU.S.-widepolicyprohibitingrecruitersfromaskingcandidatesfortheircurrentsalaryinformation, rather than prohibiting such inquiries only where legally required. Wealsodonotbelievethatreportingonanumberofmedianpaygapsacrossraceandgender,asrequestedbythis proposal, is a practical or useful approach that would enhance understanding of or accountability for our diversity and inclusion efforts. The nature of racial disparities and discrimination issues, as well as the racial and ethnic composition of underrepresented groups, can vary greatly from region to region, even within the same country. Therefore, a precise determination as to which demographic groups are, or are not, underrepresented in a given geography may not be possible. Moreover, the laws of some countries prohibit employers from collecting race and ethnicity information from employees, asrecognizedbyInstitutionalShareholderServices(“ISS”)ina2020report.73Theproposalseemstorecognizetheselimitations butdoesnotexplainhowitwouldhavecompaniessolvethem,insteadstatingonlythatcompaniesmaycalculate“percentage median racial/minority/ethnicity pay gap” by “US and/or by country, where appropriate.” While we could provide a patchwork of additional statistics across our workforce, we do not believe it is a useful or productive effort. WeAreIntently Focused on Our Employees’ Well-Being and Success Weareproudtooffercompetitivepayandcomprehensivebenefits,andourhighwageshavehadapositiveimpacton 74 other wages in local labor markets where Amazon operates and have helped boost local economies across the country. In the United States, the roles in fulfillment and transportation offer an average starting wage of more than $18 an hour— andupto$22.50perhourinsomelocations.75Additionally,weprovidenumerousbenefitstoouremployees,including comprehensive medical benefits, a 401(k) plan with a Company match, and up to 20 weeks of p