BOARDOFDIRECTORSINFORMATION NominatingandCorporateGovernanceCommittee TheNominatingandCorporateGovernanceCommitteereviewsandassessesthecompositionandcompensationofthe Board,assistsinidentifyingpotentialnewcandidatesfordirector,recommendscandidatesforelectionasdirector,andoversees the Company’s environmental, social, and corporate governance policies and initiatives. The Nominating and Corporate GovernanceCommitteealsorecommendstotheBoardcompensationfornewlyelecteddirectorsandreviewsdirector compensation as necessary. Recent Focus Areas During the past year, the Nominating and Corporate Governance Committee met with management and reviewed matters that included: • the Board’s composition, diversity, and skills in the context of identifying and evaluating new director candidates to join the Board; • the Board’s recruitment and self-evaluation processes; • Board compensation; • Board Committee membership and qualifications; • consideration of the Company’s policies and initiatives regarding the environment and sustainability, corporate social responsibility, and corporate governance; and • feedback from the Company’s shareholder engagement on the foregoing matters. Director Nominations TheNominatingandCorporateGovernanceCommitteeconsiderscandidatesfordirector whoarerecommendedbyits members,byotherBoardmembers,byshareholders,andbymanagement,aswellasthoseidentifiedbyathird-partysearch firm retained to assist in identifying and evaluating possible candidates. Ms. Cooper was initially recommended to the Nominating and Corporate Governance Committee by a third-party search firm pursuant to a director recruitment process conducted in 2021. The Nominating and Corporate Governance Committee evaluates director candidates recommended by shareholders in the same way that it evaluates candidates recommended by its members, other members of the Board, or other persons, as described above under “Director Nominee Diversity, Tenure, Skills, and Characteristics.” Shareholder RecommendationsforDirectors Shareholders wishing to submit recommendations for director candidates for consideration by the Nominating and Corporate Governance Committee must provide the following information in writing to the attention of the Secretary of Amazon.com,Inc. by certified or registered mail: • thename,address,andbiographyofthecandidate,andanindicationofwhetherthecandidatehasexpressedawillingness to serve; • the name, address, and phone number of the shareholder or group of shareholders making the recommendation; and • the number of shares of common stock beneficially owned by the shareholder or group of shareholders making the recommendation, the length of time held, and to the extent any shareholder is not a registered holder of such securities, proof of such ownership. TobeconsideredbytheNominatingandCorporateGovernanceCommitteeforthe2023AnnualMeetingofShareholders, a director candidate recommendation must be received by the Secretary of Amazon.com, Inc. by December 15, 2022. OurBylawsprovideaproxyaccessrightforshareholders,pursuanttowhichashareholder,orgroupofupto20shareholders, mayincludedirector nominees (representing up to 20% of the number of directors in office) in our proxy materials for annual meetings of our shareholders. To be eligible to utilize these proxy access provisions, the shareholder or group must haveownedatleast3%oftheaggregateoftheissuedandoutstandingsharesofourcommonstockcontinuouslyforatleast the prior three years and must satisfy the additional eligibility, procedural, and disclosure requirements set forth in our Bylaws. 16