SHAREHOLDERPROPOSALS Racial and gender median pay gaps are accepted as the valid way of measuring pay inequity by the United States Census Bureau, Department of Labor, Organization for Economic Cooperation and Development, and International Labor Organization. The United Kingdom and Ireland mandate disclosure of median gender pay gaps, and the United Kingdom is considering mandating racial pay gap reporting. Amazon discloses data for United Kingdom employees, reporting a median base pay gap of 1.4 percent and median bonus gap of 25.1 percent. Resolved: Shareholders request Amazon report on median pay gaps across race and gender, including associated policy, reputational, competitive, and operational risks, and risks related to recruiting and retaining diverse talent. The report should bepreparedatreasonable cost, omitting proprietary information, litigation strategy and legal compliance information. Racial/gender pay gaps are defined as the difference between non-minority and minority/male and female median earnings expressed as a percentage of non-minority/male earnings (Wikipedia/OECD, respectively). SupportingStatement:Anannualreportadequateforinvestorstoassessperformancecould,withboarddiscretion, integrate base, bonus and equity compensation to calculate: • percentage median gender pay gap, globally and/or by country, where appropriate • percentage median racial/minority/ethnicity pay gap, US and/or by country, where appropriate EndofShareholderProposalandStatementofSupport RECOMMENDATIONOFTHEBOARDOFDIRECTORSONITEM17 WhyWeRecommendYouVoteAgainstThisProposal • Amazoncurrently provides extensive information on compensation by gender and by race/ethnicity. When evaluating 2021compensation,including base compensation, cash bonuses, and stock, our reported data demonstrates that womengloballyandintheUnitedStatesearned99.8centsand99.9cents,respectively, for every dollar that men earned performing the same jobs, and racial/ethnic minorities in the United States earned 99.2 cents for every dollar that white employees earned performing the same jobs. • Wearestronglycommittedtopromotinggenderandracialdiversity and inclusion in our workforce, including among our leadership ranks. • Wehaverobustprogramsthatarededicatedtoincreasingopportunities for underrepresented groups to enter the technology workforce, and we are investing in building the next generation of diverse technical leaders. WeCurrently Provide Extensive Information on Compensation by Gender and by Race/Ethnicity Webelievethatpeopleshouldreceive equal pay for equal work, regardless of gender, race, or ethnicity, and we are committedtocompensatingouremployeesfairlyandequitably. In light of the extensive reporting we already provide on our progress and ongoing activities promoting these objectives, as detailed below and reported publicly, we do not believe that the additional report on vaguely-described “median pay gaps across race and gender” requested by this proposal would enhanceunderstanding of or accountability for our diversity efforts. Amazonalreadyprovidesextensive statistical reporting on our workforce diversity and pay equity. We annually publish gender and race representation information on our diversity and inclusion website, which includes representation by job type, suchasfront-lineassociates,corporateemployees,andseniorleaders.Inaddition,toprovideevengreatertransparency, webeganpublishingourconsolidatedEEO-1reportsin2021.Amazonalsoannuallyprovidesinformationoncompensation bygenderandbyrace/ethnicity. As the proponent acknowledges, our reported gender and racial/ethnic group pay statistics demonstrate that Amazon pays our employees comparably when analyzing the work of people performing the samejobs. Whenevaluating 2021 compensation, including base compensation, cash bonuses, and stock, our reported data demonstrates that women globally and in the United States earned 99.8 cents and 99.9 cents, respectively, for every 2022ProxyStatement 71