SHAREHOLDERPROPOSALS Emissions by Accelerating Forest finance (LEAF) Coalition, a global public-private initiative of governments and leading companiesthattodatehasmobilized$1billioninfinancingtoprotecttheworld’stropicalrainforestsandsupportsustainable 4 development. APlan Fiduciary, Not Our Board, Is Responsible for Selecting the 401(k) Investments Options Solely in the Interests of Plan Participants and Beneficiaries Theproposal is misguided in several respects by requesting a report from our Board. First, our Board does not have responsibility for or other control over our 401(k) plan investment options. Instead, employees’ contributions made to our 401(k) plan, as well as Company matching contributions, are deposited and held for the participating employees’ benefit in plan accounts maintained in trust by Fidelity Management Trust Company. As is customary for large retirement plans like our 401(k) plan, a management-level committee serves as the plan fiduciary responsible for selecting the 401(k) investment options. Second, the law mandates that a responsible plan fiduciary select 401(k) investment options, with the assistance of third-party advisors, “solely” in the interest of plan participants and beneficiaries. The U.S. Department of Labor has expanded onthatlegal requirement, for example by commenting “a fiduciary may not subordinate the interests of the participants andbeneficiaries in their retirement income or financial benefits under the plan to other objectives, and may not sacrifice investment return or take on additional investment risk to promote goals unrelated to the plan and its participants and 5 beneficiaries.” For those and other reasons, contrary to the proposal’s assertion, the responsible plan fiduciary for our 401(k) plan is in fact prohibited from adopting the type of strategy advocated by the proponent to align Amazon’s environmental sustainability goals with the selection of the 401(k) investment options for the benefit of plan participants and beneficiaries. In this case, the law makes sense because the investment objectives and horizons of individuals participating in our 401(k) plan will certainly differ from those of the Company. Our401(k) Plan Already Offers ESG-Friendly Investment Options Working within the fiduciary framework described above, our 401(k) plan has for many years offered plan participants an Environmental, Social and Governance (“ESG”) screened investment option. Further, the managers of most of the plan’s core investment options currently consider and integrate ESG factors in their stewardship or security selection processes. Also of note, the plan offers a self-directed brokerage option that gives plan participants the ability to invest some or all of their plan accounts in hundreds of ESG-friendly funds (in addition to thousands of other investment funds). The array of ESG- friendly investmentopportunitiesmeansthatplanparticipantsalreadyhavetheabilitytoinvesttheirplanaccountsaccording to their personal ESG strategies. Accordingly, in light of the fact that (i) the responsible plan fiduciary must select the 401(k) investment options solely in the interestsofplanparticipantsandbeneficiaries,(ii)selectiondecisionsmustbemadeindependentofAmazon’senvironmental sustainability leadership and operational climate goals, and (iii) our 401(k) plan already offers ESG-friendly investment opportunities for plan participants who wish to invest their plan accounts based on ESG factors, the Board recommends shareholders vote against the proposal. TheBoardofDirectorsrecommendsavote“AGAINST”thisproposalrequestingareportonretirementplan options. 4 Seehttps://www.aboutamazon.com/news/sustainability/amazon-helps-mobilize-1-billion-to-protect-rainforests-worldwide. 5 SeeDOLProp.Reg.§2550.404a-1,86Fed.Reg.57272(Oct.14,2021). 2022ProxyStatement 31