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
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