SHAREHOLDERPROPOSALS OurExisting Disclosures on our Charitable Activities Render the Requested Report Unnecessary 48 Thedisclosures we already make available through our Community Impact website provide ample information for our shareholderstounderstandthenatureofourcharitableactivities,andsignificantcharitablecontributionsaremadeonlyafter anextensive internal review and must be approved by senior leaders. Additional disclosure requested by the proposal would not provide useful or meaningful information to our shareholders. Adoption of the reporting requirements contemplated by the proposal would only incur unnecessary expense, increase administrative costs, and impose inefficient procedures. Therefore, the Board recommends shareholders vote against the proposal. TheBoardofDirectorsrecommendsavote“AGAINST”thisproposalrequestingareportoncharitable contributions. ITEM12—SHAREHOLDERPROPOSALREQUESTINGALTERNATIVETAXREPORTING BeginningofShareholderProposalandStatementofSupport: Resolution: Tax Transparency RESOLVED:ShareholdersrequestthattheBoardofDirectorsissue a tax transparency report to shareholders, at reasonable expense and excluding confidential information, prepared in consideration of the indicators and guidelines set forth in the Global Reporting Initiative’s (GRI) Tax Standard. SupportingStatement 1 Profit shifting by corporations is estimated to cost the US government $70–100 billion annually. Globally, the OECD estimates it costs of $100–240 billion.2 The PRI, representing investors with $89 trillion AUM, argues that tax avoidance is 3 key driver of global inequality. With the COVID-19 pandemic resulting in large deficits for many governments, there has been increased government and communityfocusonwhethercorporationsarepayinga“fairshare” of tax and contributing to societies where profits are earned. 90% of companies believe that the financial impacts of the pandemic may lead to more tax disputes, while 38% 4 expect authorities to become more rigorous in tax examinations. In October 2021, 136 countries agreed to a framework for global tax reform.5 In the US, increases in infrastructure and 6 social spending are linked to tax reforms. The proposed Disclosure of Tax Havens and Offshoring Act will require public country-by-country reporting (CbCR) of financial (including tax) data by SEC-registered companies. In November 2021, the EuropeanUnionapprovedadirectivetoimplementaformofpublicCbCRformultinationalsoperatingintheEuropeanUnion 7 with group revenue of over $860 million. Currently, Amazon does not disclose revenues, profits or tax payments in non-US markets, challenging investors’ ability to evaluatetheriskstoourcompanyoftaxationreforms,orwhetherAmazonisengagedinresponsibletaxpracticesthatensure long term value creation for the company and the communities in which it operates. Amazon’s approach to taxation has beenrepeatedly challenged by tax authorities globally.8 In 2020, Amazon was singled out by President Biden as having paid 9 nofederal corporate income tax in the US. 10 TheGRIStandardsaretheworld’smostutilized reporting standard. TheGRITaxStandardwasdevelopedinresponseto investor concerns regarding the lack of corporate tax transparency and the impact of tax avoidance on governments’ ability 11 to fund services and support sustainable development. It is the first comprehensive, global standard for public tax disclosure and requires public reporting of a company’s business activities, including revenues, profits and losses, and tax 12 paymentswithin each jurisdiction. This proposal would bring our company’s disclosures in line with leading companies who already report using the Tax 13 Standard. OurcompanyalreadyreportsCbCRinformationtoOECDtaxauthoritiesprivately, so any increased reporting burden is negligible. 48 Seehttps://www.aboutamazon.com/impact/community. 2022ProxyStatement 55