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
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