SHAREHOLDERPROPOSALS they are hired, our Code of Business Conduct and Ethics, and any other applicable policies permit employees to discuss or report publicly any concerns over allegedly unlawful conduct in their work environment, including discrimination and harassment. Amazon’s external communications policy outlines that “employees (including hourly fulfillment center employees) may freely communicate about their personal work experiences at Amazon without PR approval, including postingonsocialmediasuchasGlassdoor,Twitter,andInstagram,andareencouragedtodoso.Thisincludescommunications about (a) Amazon’s wages, hours, or working conditions, (b) whistleblowing, or (c) other activities protected by applicable law.” There are limited circumstances when we enter into agreements with these types of confidentiality clauses, such as when entering into a mutually agreed separation and severance agreement with an employee or when resolving claims made by anemployeeorformeremployeethroughasettlementagreement,incompliancewithlocallaws.Becausetheseagreements are typically intended to resolve all claims or allegations that have been or could be made by the employee or former employee, it is common practice to ask that the individual no longer publicly repeat claims or allegations or make new ones oncetheyagreetotheresolution. The confidentiality clauses do not prohibit individuals from reporting concerns about allegedly unlawful conduct to appropriate law enforcement bodies or government regulators. These agreements are often (but not always) individually negotiated, are mutually agreed, and involve payment to the employee or former employee, and the individual has the right to be advised by a lawyer or seek other advice on whether to enter into the agreement. WeTakeSeriously and Investigate All Allegations of Unlawful Conduct in the Workplace Weworkhardtohelpensurethatemployeesknowthatwetakeanyallegationofunlawfulconductinourworkplace extremely seriously. We provide employees with easy access to mechanisms for reporting and addressing concerns and offer training to employees on topics covered within our Code of Business Conduct and Ethics. This includes details on how to submit anonymous complaints to Amazon’s third-party ethics hotline. Wecarefully review and investigate allegations of conduct that is unlawful or violates our policies, regardless of the position of the individual involved and regardless of whether we enter into a settlement agreement with the person making the claims. We do not allow retaliation against an employee for reporting misconduct by others in good faith. To maintain proper oversight of these matters, our senior leadership team receives regular updates on allegations of unlawful discrimination andharassmentandiskeptapprisedoftheprogressandfindingsoftheresulting investigation. In addition, if there are any allegations of unlawful discrimination and harassment against employees in vice-president-level positions or above, the LeadershipDevelopmentandCompensationCommitteeoftheBoardofDirectors,comprisedofindependentdirectors, receives detailed quarterly updates on such allegations, as well as on any employees investigated on behalf of Amazon by anexternal investigator. If, upon completion of an investigation, an employee is found to have engaged in unlawful conduct or to have violated our policies, we take appropriate action to discipline the employee, which can include termination of employment,regardless of that employee’s position or tenure at Amazon. WeHaveConsideredthePotential Risks to Amazon of Our Limited Use of These Types of Confidentiality Clauses Following the proposal’s request to assess the potential risks to Amazon of our use of these types of confidentiality clauses, wehaveconsideredwhetherourlimiteduseoftheseclausesmaybeperceivedasreducingaccountability, whether investors or others could lack confidence about their ability to understand Amazon’s workplace culture, and whether stakeholders, including employees and customers, may not understand how such provisions operate or that our use of themislimited,andthatanysuchmisperceptioncouldaffectourabilitytoattractandretaintalentedemployeesorotherwise harmourreputation as an employer. Wedonotbelievethistobethecase.Weworktomitigatethesepotentialrisksthroughourpoliciesandpractices, including those discussed above and in the requested report, and by being candid and transparent about not using these kinds of clausesotherthaninthelimitedcontextwehavedescribed.Weinvestigateallegationsofunlawfulconduct,provideforsenior managementandindependentBoardoversightofsuchinvestigations, and do not restrict employees from reporting concerns about allegedly unlawful conduct to the appropriate law enforcement bodies or government regulators. Finally, our external communications policy and other similar policies allow and encourage employees to use social media to inform othersabouttheirworkplaceexperienceatAmazon,asreflectedinwidespreadmediacoveragepresentingmanyviewpoints onourworkplaceculture. We believe that these policies and practices demonstrate our commitment to providing our employeesaworkenvironmentthatisfreeofdiscrimination, harassment, or other unlawful conduct. In light of the fact that we already published the report requested by the proposal, which discusses our limited use of these types of confidentiality clauses and the risks associated with such use, we believe that additional reporting on this topic is 52