OTHERINFORMATION mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and any person (other than a tenant or employee) sharing the household of a person. We do not have written policies or procedures for related person transactionsbutrelyontheAuditCommittee’sexerciseofbusinessjudgment,consistentwithDelawarelaw,inreviewingsuch transactions. Expenses of Solicitation Theaccompanyingproxyissolicited by and on behalf of the Board of Directors, and the cost of such solicitation will be bornebyAmazon.GeorgesonInc.maysolicitproxiesbypersonalinterview,mail, telephone, and electronic communications. WewillpayGeorgesonInc.$29,000plusvariableamountsforadditional proxy solicitation services. We will also supply proxymaterials to brokers and other nominees to solicit proxies from beneficial owners, and we will reimburse them for their expenses in forwarding solicitation materials. Solicitations also may be made by personal interview, mail, telephone, and electronic communications by directors, officers, and other Amazon employees without additional compensation. Proposals of Shareholders Proposals for Inclusion in our Proxy Statement Tobeconsideredforinclusionintheproxystatementandproxycardforthe2023AnnualMeeting,proposalsofshareholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 and shareholder director nominations pursuant to the proxy access provisions of the Bylaws must be submitted in writing to the Corporate Secretary of Amazon. com, Inc., at the addressofourprincipaloffices(seepage1ofthisProxyStatement),andmustbereceivednolaterthan6:00p.m.,PacificTime, onThursday, December 15, 2022 and, in the case of a proxy access nomination, no earlier than Tuesday, November 15, 2022. The submission of a shareholder proposal or proxy access nomination does not guarantee that it will be included in our proxy statement. OtherProposals OurBylawsinclude separate advance notice provisions applicable to shareholders desiring to bring nominations for directors before an annual shareholders meeting other than pursuant to the Bylaws’ proxy access provisions or to bring proposalsbeforeanannualshareholdersmeetingotherthanpursuanttoRule14a-8.Theseadvancenoticeprovisionsrequire that, among other things, shareholders give timely written notice to the Secretary of Amazon.com, Inc. regarding such nominations or proposals and provide the information and satisfy the other requirements set forth in the Bylaws. Tobetimely, a shareholder who intends to present nominations or a proposal at the 2023 Annual Meeting of Shareholders other than pursuant to the Bylaws’ proxy access provisions or Rule 14a-8 must provide the information set forth in the BylawstotheSecretaryofAmazon.com,Inc.noearlierthanJanuary25,2023andnolaterthanFebruary24,2023.However, if we hold the 2023 Annual Meeting of Shareholders more than 30 days before, or more than 60 days after, the anniversary of the 2022 Annual Meeting date, then the information must be received no earlier than the 120th day prior to the 2023 AnnualMeetingdate,andnotlaterthan(i)the90thdaypriortothe2023AnnualMeetingdateor(ii)thetenthdayafterpublic disclosure of the 2023 Annual Meeting date, whichever is later. If a shareholder fails to meet these deadlines and fails to satisfy the requirements of Rule 14a-4 under the Securities Exchange Act of 1934, we may exercise discretionary voting authority under proxies we solicit to vote on any such proposal as we determine appropriate. In addition to satisfying the deadlines in the advance notice provisions of our bylaws, a shareholder who intends to solicit proxies in support of nominees submitted under these advance notice provisions must provide the notice required under Rule 14a-19 to the Secretary of Amazon.com,Inc. no later than March 26, 2023. Wereservetheright to reject, rule out of order, or take other appropriate action with respect to any nomination or proposal that does not comply with these and other applicable requirements. 2022ProxyStatement 109