EXECUTIVECOMPENSATION DevelopmentandCompensationCommitteeexercisesdiscretion in determining executive officers’ compensation and does not require that compensation be set at a specific level relative to what is reflected in survey data that it reviews. For new hire, promotion, and periodic restricted stock unit grants, the Senior Vice President, People eXperience and Technology, and the CEO develop grant recommendations to set a total compensation target for each named executive officer by evaluating a variety of factors, such as the compensation of similarly situated senior executives at Amazon and at other companies with which we compete for talent, past contributions to performance, and expected contributions to our future success, and then designing restricted stock unit grants to help meet those total compensation targets. As discussed above, this evaluation also takes into account the named executive officer’s cash compensation and the estimated value of pre-existing stock-based compensation vesting in subsequent years, if any, and stock price appreciation assumptions. Shareholder Advisory Vote to Approve Executive Compensation AtourAnnualMeetingofShareholdersin2021,ourshareholdersapprovedthecompensationofournamedexecutiveofficers, with more than 80% of the votes cast for approval of our executive compensation on an advisory basis. The Leadership DevelopmentandCompensationCommitteecarefullyconsideredtheresults of the 2021 advisory vote approving the compensationofournamedexecutiveofficersaswellasinputwereceivedfromshareholdersandanalysesbyproxyadvisory firms. In particular, the Committee considered feedback from meetings with shareholders following our 2021 Annual Meeting of Shareholders specifically to discuss executive compensation, from which we heard a wide range of views, with most of our largest investors indicating that they understand and appreciate the long-term, owner-oriented nature of our stock awards and how they support our operations and culture. The Committee also considered arguments supporting and criticizing the use of discrete performance-based vesting or payout conditions for equity-based compensation, and evaluated the benefits and success of our existing executive compensation arrangements and other factors discussed in this Compensation Discussion and Analysis. Following its consideration and discussion of these matters, the Leadership Development and Compensation Committee reaffirmed its view that our existing executive compensation program appropriately and effectively aligns our executives with our long-term performance and our shareholders’ best interests. ClawbackPolicy As set forth in our Board of Directors Guidelines on Significant Corporate Governance Issues, we have a compensation clawback policy that permits us to recover equity and cash bonuses from current and former named executive officers and other members of senior management if they engage in fraud or intentional misconduct that causes or contributes to a restatement of our financial statements. Anti-Hedging Policy Underourtrading policies, directors, executive officers, and other employees above a specified level, as well as persons sharing their households, are prohibited from engaging in any speculative, hedging, or derivative security transaction that primarily involves or references Amazon securities. Other employees are prohibited from engaging in such hedging transactions unless they confirm that they satisfy certain conditions, including that they are not in possession of material non-public information, and that the arrangement expires or settles automatically at least six months after the date entered into with no discretion by the employee as to the timing or manner of settlement. 96