SHAREHOLDERPROPOSALS The Proposal Could Disrupt Board Planning and Effectiveness In contrast, the unorthodox approach suggested in this proposal, which we do not believe is utilized by any company in the S&P500,couldresultinaboardcompositionthatfails to represent the diversity of experience and perspectives most appropriate to address Amazon’s current needs. The proposal could also result in director turnover in any given year, which wouldbedetrimental to the Board’s current, intentional balance between longer-serving directors and newer directors, andcouldimpedetheCommittee’sability to ensure appropriate committee composition and leadership. In addition, competing nominees for election to the Board could result in divisiveness and ultimately undermine the effectiveness of the Board. Moreover, nominating competing candidates would politicize the director election process and likely deter many talented candidates who would prefer being considered for election through more traditional and common processes. Finally, the proposed increase in candidates would be burdensome and inefficient, as the Board and Committee already devote significant time and attention to identifying and recruiting each candidate, which includes a lengthy review of qualifications, experience, and expertise, and an in-depth screening of other factors for compliance with SEC and Nasdaq rules. For the foregoing reasons, the Board recommends that shareholders vote against this proposal. TheBoardofDirectorsrecommendsavote“AGAINST”thisproposalrequestingapolicyrequiringmoredirector candidates than board seats. ITEM16—SHAREHOLDERPROPOSALREQUESTINGAREPORTONWAREHOUSE WORKINGCONDITIONS BeginningofShareholderProposalandStatementofSupport: RESOLVED:ShareholdersofAmazon.com,Inc.(“Amazon”)requestthattheBoardofDirectorscommissionanindependent audit and report of the working conditions and treatment that Amazon warehouse workers face, including the impact of its policies, management, performance metrics, and targets. This audit and report should be prepared at reasonable cost and omit proprietary information. SupportingStatement AmazonisnowthesecondlargestemployerintheUnitedStates,andmostofitsemployeesworkinwarehousefulfillment 1 centers. While Amazon strives to be “Earth’s Best Employer” and “Earth’s Safest Place to Work,” there have been multiple publicized reports of its warehouse employees being subjugated to unsafe working conditions and unfair treatment. In May2021,theDivisionofOccupationalSafetyandHealthoftheStateofWashington’sDepartmentofLaborandIndustries (the “Division”) found that Amazon “did not provide employees with a workplace free from recognized hazards that are causing or likely to cause serious injury.”2 During its inspection of Amazon’s BFI3 warehouse in Dupont, Washington, it found that Amazon warehouse employees were required to perform manual tasks which caused, and are likely to continue to 3 cause, musculoskeletal disorders (“MSDs”). The Division reported that Amazon pressures its workers to maintain a very high pace of work without adequate recovery time to reduce the risk of injury.4 Further, the Division found “a direct connection 5 betweenAmazon’semployeemonitoringanddisciplinesystemsandworkplaceMSDs.” Indeed, former warehouse workers have said that while Amazon does instruct workers on safety, they had to break safety 6 rules to keep up with their mandated quotas and pace of work out of fear of losing their jobs. Investigative reports suggest a “mounting injury crisis at Amazon warehouses,” with Amazon warehouse employees getting injured more frequently and more severely than elsewhere in the industry.7 For the year 2020, it was reported that Amazon’sinjury rate was more than twice as high as that of Walmart warehouse workers and that Amazon’s serious injury rate was nearly 80% higher than the wider warehouse industry.8 Concerningly, Amazon’s turnover rate before the pandemic was roughly 150 percent a year, a rate that is almost double 9 that of the retail and logistics industries. High turnover can lead to increased costs for the hiring and training of replacement 10 workers. 66