SHAREHOLDERPROPOSALS WeAreCommittedtoSupportingandIncreasingDiversity, Including in Leadership Roles Weareequallycommittedtoincreasinggenderandracialdiversity, including among our leadership ranks. We believe 77 “[d]iversity and inclusion are goodforbusiness—andmorefundamentally—simplyright,” and,asourfounderandExecutive Chair has stated, “[t]hese are enduring values for us—and nothing will change that.” Our Board is likewise dedicated to promoting diversity, equity, and inclusion at Amazon. The Board’s Leadership Development and Compensation Committee overseesandmonitorsourstrategiesandpoliciesrelatedtohumancapitalmanagementwithinAmazon’sworkforce,including specifically overseeing and monitoring our policies on diversity, equity, and inclusion, corporate culture, compensation and benefits, and retention. The Board is also committed to its own diversity. The Nominating and Corporate Governance CommitteeoftheBoardincludes,andhasanysearchfirmthatitengagesinclude,women,individualsfromunderrepresented racial/ethnic groups, and individuals who identify as LGBTQ+ in the pool from which it selects director candidates. Currently, of our independent directors, five are women and two are from underrepresented racial/ethnic groups, and all three Board committees are chaired by women. With more than 1.6 million employees worldwide, we have increased the percentage of women and U.S. employees from underrepresentedracial/ethnic groups across our tech and non-tech corporate roles and in manager roles in each of the past three years. Starting in 2020, our senior leadership team dove deep into the mechanisms we use to hire, develop, and promoteemployees,sothatwecanbetteridentifyopportunitiestoensureequitableaccessforall.Wealsopubliclyannounced ambitious 2020 and 2021 Company-wide goals for diversity, equity, and inclusion.78 In 2020, we set, and met, goals to double the number of Black directors and vice presidents, launch inclusion training for all employees, and remove racially insensitive language in our tech documentation. In 2021, while we fell short of the ambitious goal we set to again double the numberofBlackdirectors and vice presidents, we made significant progress and increased the number of Black directors andvicepresidents by almost 70% and remain committed to increasing diverse representation in our workforce at the most senior levels. We achieved our goal in 2021 to increase the hiring of U.S. Black mid-level employees by at least 30%. Further, we inspected any statistically significant demographic differences in performance ratings and attrition to identify root causes and, as necessary, implement action plans. We continue to inspect and refine the mechanisms we use to hire, develop, evaluate, and retain our employees to promote equity for all candidates and employees. WehavealsolaunchedRise,aleadership development program for Black leaders across all businesses, and are one of the initial 12 launch employers participating in the Management Leadership for Tomorrow (“MLT”) Black Equity at Work Certification Program, which is a clear and comprehensive new standard that requires employers to assess and make meaningful progress toward achieving Black equity internally while supporting Black equity in society.79 Moreover, we are continuing to invest in our efforts to bring more women and employees from underrepresented racial/ethnic groups into leadership positions at Amazon. We employ hundreds of professionals in diversity, equity, and inclusion roles who are devotedfull-timetopromotingdiversity,equity,andinclusiongoals,initiatives,andmechanisms.Wealsohaveteamsinevery business and in executive recruiting dedicated to attracting and hiring diverse talent, and we participate in events and partnerships with groups like AnitaB.org, GEM Consortium Fellows, AfroTech, Lesbians Who Tech, and the American Indian ScienceandEngineeringSociety.Wealsoranavirtualsummit,“RepresenttheFuture,”inAugust2021thatcenteredonBlack, Latinx, and Native American talent (students and professional), and we are investing in internal and external programs to assist diverse leaders to advance into more senior roles. Ourcommitmenttodiversity, equity, and inclusion is further fostered by our 13 employee-led Affinity Groups, which engageemployeesacrosshundredsofchaptersaroundtheworld.ThesegroupsincludeAmazonPeoplewithDisabilities, AmazonWomeninEngineering,Asians@Amazon,theBlackEmployeeNetwork,BodyPositivePeers,Families@Amazon, Glamazon, Indigenous@Amazon, Latinos@Amazon, Mental Health and Well-Being, Warriors@Amazon, Women@Amazon, andtheWomeninFinanceInitiative. Our culture of inclusion is reinforced within our 16 Leadership Principles, which remind our team members to work every day to create a more diverse and just work environment; seek diverse perspectives, learn andbecurious,andearntrust;andthatwemustbegineachdaywithadeterminationtomakebetter,dobetter,andbebetter for our customers, our employees, our partners, and the world at large.80 We also host annual and ongoing learning experiences with a diversity, equity, and inclusion focus, including our annual Conversations on Race and Ethnicity (CORE) conference.AtCORE,ourlargestglobalinternalconference,Amazoniansexaminetheintersectionofgenderwithrace,sexual 77 Seehttps://www.aboutamazon.com/about-us/our-positions. 78 Seehttps://www.aboutamazon.com/news/workplace/diversity-equity-and-inclusion. 79 Seehttps://www.mltblackequityatwork.org/about-the-certification/. 80 Seehttps://www.aboutamazon.com/news/workplace/building-an-inclusive-culture; https://www.aboutamazon.com/about-us/leadership-principles. 2022ProxyStatement 73