ITEM3—ADVISORYVOTETOAPPROVE EXECUTIVECOMPENSATION Weareaskingshareholderstoapprove,onanadvisorybasis,thecompensationofournamedexecutiveofficersasdisclosed in the Compensation Discussion and Analysis, the Summary Compensation Table, and the related compensation tables andnarrative. As described in the “Compensation Discussion and Analysis” section of this Proxy Statement, the Leadership Development andCompensationCommitteehasstructuredourexecutivecompensationprogramtotietotalcompensationtolong-term performance that supports shareholder value, as reflected primarily in our stock price. Webelieveourcompensationphilosophyhasservedouremployeesandshareholderswell,sinceasoftheendof2021,our stock price had increased approximately 30,716% over twenty years (a compound annual growth rate of 33%), 1,826% over ten years, 345% over five years, and 122% over three years. In addition, since our 2021 Annual Meeting of Shareholders, we contacted shareholders owning approximately 35% of our stock(notcountingtheapproximately13%votedbyourfounderandExecutiveChair)andmetwithshareholdersowningover 30%ofourstockspecifically to discuss executive compensation. During these meetings we discussed, among other things, the elements, design, and operation of our executive compensation program, the processes undertaken by the Leadership DevelopmentandCompensationCommittee,andthedetailsofthe2021equityawardstoournamedexecutiveofficers. Overthecourseofthesemeetings,weheardawiderangeofviews,withmostofourlargestinvestorsindicatingthatthey understand and appreciate the long-term, owner-oriented nature of our stock awards and how these awards support our operations and culture. A small minority of investors expressed the view that the Company should be granting smaller equity awards with payouts conditioned on discrete performance goals. However, these shareholders did not have a clear consensus,andinmanycasesdidnothavesuggestions,forspecificperformancecriteriaorspecificpeergroupcomparisons that would be appropriate for Amazon. Other shareholders did not express either a positive or negative position on our executive compensation. Weurgeshareholderstoreadthe“CompensationDiscussionandAnalysis,” as well as the Summary Compensation Table andrelated compensation tables and narrative, which provide detailed information on the compensation of our named executive officers. The Leadership Development and Compensation Committee and the Board believe that the policies and procedures articulated in the “Compensation Discussion and Analysis” are effective in achieving our goals and that the compensation of our named executive officers has supported and contributed to our success. This item is being presented pursuant to Section 14A of the Securities Exchange Act of 1934, as amended. After the 2022 Annual Meeting, our next advisory vote on executive compensation will occur at our 2023 Annual Meeting of Shareholders. Although this advisory vote is not binding, the Leadership Development and Compensation Committee will consider the voting results when evaluating our executive compensation program. 22