ITEM1—ELECTIONOFDIRECTORS In accordance with our Bylaws, the Board has fixed the number of directors constituting the Board at eleven. The Board, basedontherecommendationoftheNominatingandCorporateGovernanceCommittee,proposedthatthefollowingeleven nomineesbeelectedattheAnnualMeeting,eachofwhomwillholdofficeuntilthenextAnnualMeetingofShareholders or until his or her successor shall have been elected and qualified: • Jeffrey P. Bezos • Judith A. McGrath • AndrewR.Jassy • Indra K. Nooyi • Keith B. Alexander • Jonathan J. Rubinstein • Edith W. Cooper • Patricia Q. Stonesifer • Jamie S. Gorelick • Wendell P. Weeks • Daniel P. Huttenlocher Each of the nominees is currently a director of Amazon.com, Inc. and has been elected to hold office until the 2022 Annual Meeting or until his or her successor has been elected and qualified. Andrew R. Jassy and Edith W. Cooper were elected as directors by the BoardofDirectorseffectiveJuly5,2021andSeptember20,2021,respectively,andtheothernomineeswere mostrecently elected at the 2021 Annual Meeting. Biographical and related information on each nominee is set forth below. Thomas O. Ryder retired from the Board of Directors effective December 31, 2021. TheBoardexpectsthattheelevennomineeswillbeavailable to serve as directors. However, if any of them should be unwilling or unable to serve, the Board may decrease the size of the Board or may designate substitute nominees, and the proxies will be voted in favor of any such substitute nominees. WhyWeRecommendYouSupportThisProposal • Wehavetheappropriatemixofskills, qualifications, backgrounds, and tenures on the Board to support and help drive the Company’s long-term performance. • Ourdirectors reflect our commitment to diversity, with five women and two directors from underrepresented racial/ ethnic groups. • TheBoardactively oversees our numerous environmental, sustainability, social, and corporate governance policies and initiatives, receives periodic reports on and discusses our enterprise risk assessments, and reviews shareholder feedback on these topics as we evolve our practices and disclosures. TheBoardofDirectorsrecommendsavote“FOR”eachnominee. 2