SHAREHOLDERPROPOSALS unnecessary. As described in the report, we do not include these confidentiality clauses in the agreements our employees sign when hired, nor do we impose such restrictions through our Code of Business Conduct and Ethics or any other policies applicable to our employees, and, in the limited circumstances when we may use these types of confidentiality clauses, the clauses do not prohibit the individual from reporting concerns about allegedly unlawful conduct to the appropriate law enforcementbodiesorgovernmentregulators.Therefore,theBoardrecommendsshareholdersvoteagainsttheproposal. TheBoardofDirectorsrecommendsavote“AGAINST”thisproposalrequestingadditionalreportingonrisks associated with the use of certain contract clauses. ITEM11—SHAREHOLDERPROPOSALREQUESTINGAREPORTONCHARITABLE CONTRIBUTIONS BeginningofShareholderProposalandStatementofSupport: Request for Charitable Donation Disclosure RESOLVED: Theshareholders request that Amazon.com, Inc. (“Company”) provide a report, published on the company’s website and updatedsemi-annually–andomittingproprietaryinformationandatreasonablecost–thatdiscloses,itemizesandquantifies all Company charitable donations, aggregated by recipient name & address each year for contributions that exceed $999 annually. This report shall include: 1. Monetary and non-monetary contributions made to non-profit organizations operating under Section 501(c)(3) and 501(c)(4) of the Internal Revenue Code, and any other public or private charitable organization; 2. Policies and procedures for charitable contributions (both direct and indirect) made with corporate assets; 3. Rationale for each of the charitable contributions. SUPPORTINGSTATEMENT: Amazon.com,Inc.’sassetsbelongtoitsshareholders.Theexpenditureordistributionofcorporateassets,includingcharitable contributions, should be consistent with shareholder interests. Accordingly, the Company’s policies and procedures for charitable contributions should be disclosed to shareholders. Companyexecutivesexercise wide discretion over the use of corporate assets for charitable purposes. Absent a system of transparencyandaccountabilityforcharitablecontributions,CompanyexecutivesmayuseCompanyassetsforobjectivesthat are not shared by and may be inimical to the interests of the Company and its shareholders. Current disclosure is insufficient to allow the Company’s Board, its shareholders, and its current and prospective customers to fully evaluate the charitable use of corporate assets. There is currently no single source providing shareholders the information sought by this resolution. EndofShareholderProposalandStatementofSupport 2022ProxyStatement 53
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