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