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