SHAREHOLDERPROPOSALS BEITRESOLVED:ShareholdersrequesttheBoard,atreasonableexpenseandexcludingproprietaryinformation, prepare a report reviewing the Company’s retirement plan options with the board’s assessment of how the Company’s current retirement plan options align with its climate action goals. SUPPORTINGSTATEMENT:Proponentsuggeststhereportinclude,atBoarddiscretion: • HowAmazoncouldprovideemployeeswithmoresustainableinvestmentoptionssuchasadefaultoptionthatisbetter aligned with global and Company climate goals; • If the Board does not intend to include additional low carbon investment options in its employee retirement plan, a statement of the basis for its decision. 1 https://sustainability.aboutamazon.com/pdfBuilderDownload?name=sustainability-all-in-september-2020 2 https://sustainability.aboutamazon.com/environment/sustainable-operations/shipment-zero 3 https://investyourvalues.org/retirement-plans/amazon-com 4 https://investyourvalues.org/files/amazon-com/amazon-401k-plan-form-5500-filing-and-attachment-2020.pdf 5 https://www.inc.com/minda-zetlin/350-amazon-employees-public-statement-policy.html EndofShareholderProposalandStatementofSupport RECOMMENDATIONOFTHEBOARDOFDIRECTORSONITEM5 WhyWeRecommendYouVoteAgainstThisProposal • Wearealeaderinenvironmentalsustainability and have adopted ambitious operational climate goals and made significant progress addressing climate change across our operations. • As is customary for large retirement plans like our 401(k) plan, a plan fiduciary (rather than our Board) is responsible for selecting 401(k) investment options. • Thelawmandatesthattheresponsibleplanfiduciary make its selection decisions “solely” in the interest of plan participants and beneficiaries. Accordingly, the selection of the 401(k) investment options by the responsible plan fiduciary must be made independently from Amazon’s environmental sustainability leadership and operational climate goals. • Our401(k) plan already offers ESG-friendly investment options, including through a self-directed brokerage option. WeAreaLeaderinEnvironmentalSustainability Werecognizethathuman-inducedclimatechangeisrealandthatactionisneededfromthepublicandprivatesectors,and, as observed by the proposal, we have adopted ambitious operational climate goals and made significant progress in those areas. For example, in 2019, we co-foundedTheClimatePledge—acommitmenttobenet-zerocarbonacrossourbusinesses by2040,10-yearsaheadoftheParisAgreement.Wehavemadesignificantprogresstowardsmeetingthiscommitment. Weareonapathtopoweringouroperationswith100%renewableenergyby2025,fiveyearsaheadofitsoriginalgoalof 1 Also in 2019, we created the Right Now Climate 2030, and making 50% of all shipments net-zero carbon by 2030. 2 Fund, a $100 million fund to restore and conserve nature around the world. In 2020, we launched The Climate Pledge Fund, a dedicated investment program—with an initial investment of $2 billion to support the development of technologies 3 andservices that reduce carbon emissions and help preserve the natural world. We are participating in the Lowering 1 See Amazon Sustainability 2020 Report: Further and Faster, Together, at 12, available at https://sustainability.aboutamazon.com/ pdfBuilderDownload?name=amazon-sustainability-2020-report. 2 Id. 3 Id. at 19. 30