SHAREHOLDERPROPOSALS When,asaresultofourownrevieworasaresultofmediaorstakeholderinquiries,weidentify potential misalignment betweenpositions we support and the positions that such an organization advocates, we will carefully weigh the risks and benefits to Amazon of our continued membership in or support of such organization. In some instances, we may determine that our continued membership in or support of the organization is appropriate, either because it positions us to influence theorganization’spolicypositionsinwaysthatwebelievemayultimatelyalignwithourobjectives,orbecausewebelievethat our continued work with the organization will help advance other important policy objectives aligned with our interests. In those situations, we will communicate to the organization that we do not support positions it takes that are not aligned with our public policy positions. In other instances, we may terminate our membership and/or withdraw our financial support if the risks arising from a particular position the organization supports outweighs the overall benefits to Amazon of being a member. In light of our current public disclosures and existing oversight, policies, and procedures regarding our lobbying and political engagementactivities, the Board recommends shareholders vote against the proposal. TheBoardofDirectorsrecommendsavote“AGAINST”thisproposalrequestingadditionalreportingonlobbying. ITEM15—SHAREHOLDERPROPOSALREQUESTINGAPOLICYREQUIRINGMORE DIRECTORCANDIDATESTHANBOARDSEATS BeginningofShareholderProposalandStatementofSupport: Stockholder Proposal on Democratic Reform of the Board Election Resolved: stockholders recommend that Amazon.com, Inc. (the Company) reform the election of the board to list more candidates than the number of the board of directors to be elected. SupportingStatement “Director compensation has now soared to a level that inevitably makes pay a subconscious factor affecting the behavior of manynon-wealthymembers....Frequently,thepossession of one such directorship bestows on its holder three to four timestheannual[originallyemphasized]medianincomeofU.S.households....IftheNWD[non-wealthydirector]hasseriously challenged his/her present CEO’s compensation or acquisition dreams, his or her candidacy will silently die. When seeking directors,CEOsdon’tlookforpitbulls.It’sthecockerspanielthatgetstakenhome.”—WarrenE.Buffett,ChairmanoftheBoard of Berkshire Hathaway, February 22, 2020. Since February 2020, the world has changed dramatically. U.S. billionaires have seen their wealth surge $1.8 trillion during the pandemic, their collective fortune skyrocketing by 62 percent from just short of $3 trillion at the start of the COVID crisis onMarch18,2020,to$4.8trillion on August 17, 2021, according to a report from Americans for Tax Fairness and the Institute for Policy Studies Program on Inequality (https://ips-dc.org/u-s-billionaires-62-percent-richer-during-pandemic/). TheAmericancorporateboardsandexecutiveshavebecomeaclassofoligarchy,asdefinedbyAristotle, according to his _Politics_. In this great classic, Aristotle demonstratedthatinastablepolis,theratiooftherichcitizen’slandtothepoorcitizen’s land should not be over 5 to 1. However, according to Notice of 2021 Annual Meeting of Shareholders (p.69, p.74), in 2020ourCompany’sCEOAmazonWebService’spayratiois1236to1($35,848,449to$29,007),andCEOWorldwide Consumer’s pay ratio is 1596 to 1 ($46,288,671 to $29,007). Human nature has not changed that far, that abruptly, that absurdly. Oneofthemainproblemsisthatcorporateboardsarenotdemocraticallyelected. The board needs democratic reform to elect members from more diversified candidates. Shareholders should have the right to choose from more candidates than the number of the board of directors to be elected. This democratic reform proposal should be implemented as not to violate any contractual obligations, with amendments to the Company’s governing documents as needed. The board has the flexibility to implement this proposal to design the criteria and process to nominate at least one more candidate than the number of directors of the board to be elected. EndofShareholderProposalandStatementofSupport 64