SHAREHOLDERPROPOSALS Given Our Commitment to Conduct a Racial Equity Audit and Our Numerous Existing and Evolving Initiatives and Policies SupportingHumanandCivilRights,RacialEquity,DiversityandInclusion,andNondiscrimination,WeBelievethatCommissioning anAdditional Audit As Requested by the Proposal is Unnecessary Protectingandpromotinghumanandcivilrights,racialequity,diversityandinclusion,andnondiscriminationarecornerstones of our continued success and critical components of our culture. Like many companies and institutions, we have more worktodoontheseissues,butweareontherightpath,andweunderstandourresponsibilityandimpact.Webelievethat the most effective means to identify and remediate civil rights, racial equity, and nondiscrimination concerns is to embrace strong principles and commitments in support of these ideas and then systematically work on improving our performance onandimplementationoftheseprinciples. Through our numerous existing and evolving initiatives and policies, we are able to take into account those areas where we can leverage our size and influence to have the greatest impact and address manyareassimultaneously. Theproponentasserts that there is no public evidence that we are addressing racial equity. In fact, our Board is already focused on these issues, and we are already doing the work, as we have described publicly. Our commitment to conducting aracial equity audit; our continuous inspection and improvement of the mechanisms we use to hire, develop, and promote employees; Ring’s completion of a nearly two-year civil rights and civil liberties audit with the Policing Project at New York University School of Law; the MLT Black Equity at Work Certification Program; our continuing to conduct human rights impact assessments across our business; and the numerous other initiatives we already have underway and have committed to are consistent with the objectives of this proposal and will help address many of the concerns raised in the proposal’s supporting statement. Because the Company is already proactively engaged in addressing these matters, we do not support diverting those efforts to conduct an additional audit as requested by the proposal. As a result, the Board recommends that shareholders vote against this proposal. TheBoardofDirectorsrecommendsavote“AGAINST”thisproposalrequestingadiversityandequityaudit. ITEM19—SHAREHOLDERPROPOSALREQUESTINGAREPORTONCUSTOMERUSEOF CERTAINTECHNOLOGIES BeginningofShareholderProposalandStatementofSupport: AmazonWebServicesmarketsandsellstogovernmentafacialrecognitionsystem(Rekognition), that may pose significant financial risks due to privacy and human rights implications; Humanandcivilrights organizations are concerned facial surveillance technology may violate civil rights by unfairly and disproportionately targeting and surveilling people of color, immigrants and civil society organizations; Nearly 70 organizations asked Amazon to stop selling Rekognition, citing its role enabling “government surveillance infrastructure”; TheAmericanCivil Liberties Union found Rekognition matched 28 members of Congress, incorrectly identifying them as individuals who have been arrested for a crime, then found Rekognition falsely matched 1 in 5 California lawmakers. Other research shows Rekognition is worse at identifying black women than white men and misgenders nonbinary people; Multiple cities and states have banned government facial technology. In 2021, a federal ban was reintroduced, and United Nations High Commissioner for Human Rights urged a moratorium on the sale and use of artificial intelligence systems until adequate safeguards exist, also calling for a ban on artificial intelligence applications inconsistent with international 1 humanrightslaw. There is little evidence our Board of Directors, as part of its fiduciary oversight, has rigorously assessed risks to Amazon’s financial performance, reputation and shareholder value associated with privacy and human rights threats to customers and stakeholders; For 3 years, similar Amazon proposals have received increasing shareholder support. In 2021, it received 34.3 percent support. 82