PROXYOVERVIEW ANNUALMEETINGOFSHAREHOLDERS ToBeHeldonWednesday,May25,2022 Meeting Agenda ThankyouforbeinganAmazonshareholder.Nomatterhowlargeorsmallyourholdingsmaybe,yourvoteis importanttous,andweencourageyoutovoteyoursharesinaccordancewiththeBoard’srecommendations.The information here is only an overview, and you can learn more before you vote by reading our Proxy Statement and Annual Report. Board’s Voting MoreInformation VotingItems Recommendation BeginningonPage 1. Election of 11 directors FOR 2 (each nominee) 2. Ratification of Ernst & Young as independent auditors FOR 19 3. Advisory vote to approve executive compensation FOR 22 4. Approval of a 20-for-1 stock split and a proportionate increase in FOR 24 authorized shares 5-19. Shareholder proposals AGAINST 26 (each proposal) Toexpressourappreciationforyourparticipation,Amazonwillmakea $1charitable donation to The Nature Conservancy on behalf of every shareholder account that votes. Stock Price Performance as of FYE 2021 30,716% 1,826% 345% 122% 20year 10year 5year 3year Executive Compensation • Ourexecutivecompensationphilosophyfocusesonthetruelong-termsuccessofourbusiness,noton isolated one-, two-, or three-year goals that encompass only a limited and selective portion of our objectives andthatcanrewardexecutives 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 committedtothestructureofourexecutivecompensationbecauseithasworkedeffectively,having allowed us to: ✓attract and retain incredibly talented people who have guided our business through countless challenges; ✓developourbusinessinwaysthatwecouldnothaveconceivedafewyearsearlier,includinginitiatives that later became AWS, Kindle, Alexa, and our robust third-party seller business; ✓makelong-termcommitmentstosustainabilityandotherenvironmental, social, and human capital initiatives andgoals; and ✓deliver strong long-term returns to our shareholders.
Amazon 2022 Proxy Statement Page 1 Page 3