SHAREHOLDERPROPOSALS ITEM18—SHAREHOLDERPROPOSALREQUESTINGADIVERSITYANDEQUITYAUDIT BeginningofShareholderProposalandStatementofSupport: Racial Equity Audit Resolved Shareholders of Amazon.com, Inc. (“Amazon”) request that the Board of Directors commission a racial equity audit analyzing Amazon’simpactsoncivil rights, diversity, equity and inclusion, and the impacts of those issues on Amazon’s business. The audit may, in the board’s discretion, be conducted by an independent third party with input from civil rights organizations, employees, communities in which Amazon operates and other stakeholders. A report on the audit, prepared at reasonable cost and omitting confidential or proprietary information, should be publicly disclosed on Amazon’s website. SupportingStatement ThemurderofGeorgeFloyd,andthepublicoutcryoverthekillings of other Black men and women, has galvanized the movementforracial justice and equity. This movement has focused the attention of media and policymakers on systemic racism, racial violence, and inequities throughout society. Companies would benefit from assessing the potential risks of their products, services and overall corporate practices that are or are perceived to be discriminatory, racist, or increasing inequalities. Companies that fail to assess these risks could face controversies that result in customer and employee attrition, negative press, significant fines or regulatory inquiries. In 2020, Amazon tweeted its solidarity with the fight against systemic racism. Since then, Amazon has taken some measures to address racial justice and equity, including committing financial resources and publishing workforce diversity data. However, Amazonfacescontroversies, some significant, that pose various risks and raise questions related to the company’s overall strategy and the company’s alignment with its public statements. This includes: • Controversies related to workforce diversity, treatment of minority workers, environmental justice in communities of color, surveillance and civil rights; • Lawsuits alleging discriminatory hiring and promotion practices, and alleging failure to protect warehouse workers, who are mostly people of color; and, • Criticism regarding its products and services, and their adverse impacts on civil rights and communities of color. There is no public evidence that Amazon is assessing the potential or actual negative impacts of its policies, practices, products, and services through a racial equity lens. Amazonhasstateditisconductingahumanrightsassessment,whichisnotanauditconductedbyauditorswhoare experiencedinrootingoutbiasesanddiscrimination.Amazon’sassessmentwouldnotaddressthecoreissuesofthisproposal, including how Amazon is implementing its racial equity, diversity and inclusion strategy, assessing effectiveness, ensuring sufficient oversight mechanisms, and addressing potential structural impediments and implicit biases. Furthermore, companies, like Starbucks, still faced risks and controversies related to their impacts on people of color after completingsimilar human rights reporting. Following those controversies, Starbucks conducted an independent racial equity audit that assisted them in identifying, prioritizing, and implementing improvements. In 2021, 44 percent of Amazon shareholders supported a proposal seeking such an audit. Because of the pattern and magnitude of controversies repeatedly facing Amazon, we believe that it is in shareholders’ best interests for Amazon to proactively identify and mitigate risks through an independent racial equity audit. EndofShareholderProposalandStatementofSupport 2022ProxyStatement 75