AI Content Chat (Beta) logo

BOARDOFDIRECTORSINFORMATION Board Meetings and Committees TheBoardmeetsregularlyduring the year, and holds special meetings and acts by unanimous written consent whenever circumstances require. During 2021, there were 5 meetings of the Board. All incumbent directors attended at least 75% of the aggregate of the meetings of the Board and committees on which they served occurring during 2021. All directors then serving attended the 2021 Annual Meeting of Shareholders. In addition, during 2021, the Board participated in regularly scheduled teleconference discussions on various topics, generally on a monthly basis. TheBoardhasestablishedanAuditCommittee,aLeadershipDevelopmentandCompensationCommittee,andaNominating andCorporateGovernanceCommittee,eachofwhichiscomprisedentirelyofdirectorswhomeettheapplicableindependence requirements of the Nasdaq rules. The Committees keep the Board informed of their actions and provide assistance to the Boardinfulfillingitsoversightresponsibilitytoshareholders.Thetablebelowprovidescurrentmembershipinformationaswell as meeting information for the last fiscal year. Leadership Nominating Developmentand andCorporate Audit Compensation Governance Name Committee Committee Committee Jeffrey P. Bezos AndrewR.Jassy Keith B. Alexander (1) Edith W. Cooper JamieS.Gorelick Daniel P. Huttenlocher Judith A. McGrath Indra K. Nooyi JonathanJ.Rubinstein Patricia Q. Stonesifer WendellP.Weeks Total Meetings in 2021 764 CommitteeChair (1) Ms. Cooper joined the Leadership Development and Compensation Committee on September 20, 2021. Thefunctions performed by these Committees, which are set forth in more detail in their charters, are summarized below. Audit Committee TheAuditCommitteerepresentsandassists the Board in fulfilling its oversight responsibility relating to our financial statements and financial reporting process, the qualifications, independence, and performance of our independent auditors, the performance of our internal audit function, legal and regulatory matters, and our compliance policies and procedures. In addition, prior to the formation in 2022 of the ad hoc committee to oversee data protection and cybersecurity matters, the AuditCommitteewasresponsibleforoversightofsuchmatters.TheBoardhasdesignatedeachofMr.WeeksandMrs.Nooyi as an Audit Committee Financial Expert, as defined by Securities and Exchange Commission (“SEC”) rules. 14

Amazon 2022 Proxy Statement - Page 22 Amazon 2022 Proxy Statement Page 21 Page 23