SHAREHOLDERPROPOSALS RECOMMENDATIONOFTHEBOARDOFDIRECTORSONITEM18 WhyWeRecommendYouVoteAgainstThisProposal • Amazonhascommittedtoconductingaracialequityaudit. • Amazoniscommittedtorespectingandpromotingcivilandhumanrights,racial equity and racial justice, diversity and inclusion, and nondiscrimination, both in our operations and with our stakeholders. As we have made clear through our positions statement, “[t]he inequitable treatment of Black people is unacceptable,” and “we stand in solidarity with our Black employees, customers, and partners, and are committed to helping build a country and a world where everyone can live with dignity and free from fear.” • Amazonengageswithimpactedcommunities,stakeholders, and third-party experts and has initiated numerous programstoassess and address concerns that have been raised regarding our operations. • For example, starting in 2020, our senior leadership team dove deep into the mechanisms we use to hire, develop, and promoteemployees,sothatwecanbetteridentifyopportunities to ensure equitable access for all. We also publicly announcedambitious2020and2021Company-widegoalsfordiversity,equity,andinclusion. We have worked with ManagementLeadershipforTomorrow,whichpartnerswithmorethan150leadingcompanies,socialsector organizations, and universities to strengthen recruitment and retention of Black, Latinx, and Native American talent. Further, in 2021, Ring completed a civil rights and civil liberties audit with the Policing Project at New York University School of Law. • Given the scope, complexity, and constant evolution of our operations, as well as our existing commitment to human andcivil rights, racial equity, diversity and inclusion, and nondiscrimination as reflected in our existing principles and policies and our numerous and evolving initiatives, we believe that commissioning a separate audit of the same issues is unnecessary. WeHaveCommittedtoConductingaRacialEquityAudit As part of our existing commitment to human and civil rights, racial equity, diversity and inclusion, and nondiscrimination, weareconductingaracial equity audit. The focus of the audit will be to evaluate any disparate racial impacts on our nearly onemillionU.S.hourlyemployeesresultingfromourpolicies,programs,andpractices.Theauditwillbeconductedbyattorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and led by Loretta Lynch, the former Attorney General of the United States. We will publicly release the results from the audit once it is completed. WeareCommittedtoRespectingandPromotingCivilandHumanRights,RacialEquityandRacialJustice, Diversity and Inclusion, and Nondiscrimination, Both in Our Operations and with Our Stakeholders Wetakeveryseriously our commitment to respect and value people from all backgrounds, including gender, race, ethnicity, religion, sexual orientation, veteran status, and disability. The policies and procedures we have in place and in process are intended to support this commitment, and we continuously look for ways to scale our impact as we grow. We believe “[d]iversity and inclusion are good for business—and more fundamentally—simply right.”82 Moreover, our Board and managementteamarefullyalignedwiththeseobjectives. The Leadership Development and Compensation Committee overseesandmonitorsourstrategiesandpoliciesrelatedtohumancapitalmanagementwithinAmazon’sworkforce,including with respect to policies on diversity, equity, and inclusion, workplace environment and safety, and corporate culture; the Audit Committee oversees legal compliance and controls, policies, and procedures; and the Nominating and Corporate Governance Committee oversees and monitors our other policies and initiatives relating to corporate social responsibility, including human rights and ethical business practices, and related risks most relevant to the Company’s operations and engagementwithcustomers,suppliers, and communities. Ourculture 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 and be curious, and earn trust; and that we must begin each day with a determination to make better, do better, and be better for our customers, our 82 Seehttps://www.aboutamazon.com/about-us/our-positions. 76