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
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