SHAREHOLDERPROPOSALS Wehaveavarietyofadditional effective mechanisms that allow our employees to raise grievances and seek remedy. Employeesbring questions or report suspected violations of the Code of Business Conduct and Ethics through our global Ethics Line, which is managed by an independent third party. Calls to the Ethics Line may be made anonymously on request. Employeescanalsoraise questions or concerns through our A to Z app. Other intake avenues include, for example, the EmployeeResourceCenter, the Safety team, and Security. WealsoprovideemployeesaccesstoacomplaintssystemknownasExecutiveEscalations.Anemployeecanemaila suggestion or complaint to a member of Amazon’s senior leadership team, including our CEO, VPs, and other senior leaders. Escalations are independently reviewed by Human Resources, used as a learning opportunity, and may be used to update our processes to prevent gaps in the future. Amazon reports its findings to our senior leaders and stakeholders within the business. Wecarefully review and investigate all allegations of unlawful conduct or other conduct that violates any of our policies, regardlessofthepositionoftheindividualinvolved.Wedonotallowretaliationagainstanyemployeeforreportingmisconduct byothers in good faith. Upon completion of each investigation, we take appropriate action against anyone who we found to have engaged in unlawful conduct or to have violated our policies. In several countries, our employees can appeal certain disciplinary actions involving final written warnings and terminations. Asecondlevel manager or general manager may review the issues raised in an appeal, including management decisions, to determine if a policy or practice was applied properly and consistently. In some countries where we have works councils orunionrepresentation,employeescangototheirlocalemployeerepresentativebodiestoaddressconcernsorfilecomplaints. Theserepresentative bodies have established mechanisms and processes to bring the concerns to the attention of Amazon managementteams.Inaddition,employeesalwayshaveaccesstoanylocaljudicial or statutory remedies or enforcement mechanismsavailable in their countries. We do not restrict employees from reporting concerns about allegedly unlawful conduct through any locally available external mechanism. In light of the fact that we already published the report requested by the proposal, which analyzes how our policies and practices respect the rightful application of the fundamental rights of freedom of association and collective bargaining and howwetakeintoaccountinputfromouremployees,webelievethatadditionalreportingonthistopicis unnecessary. Therefore, the Board recommends shareholders vote against the proposal. TheBoardofDirectorsrecommendsavote“AGAINST”thisproposalrequestingadditionalreportingonfreedom of association. ITEM14—SHAREHOLDERPROPOSALREQUESTINGADDITIONALREPORTINGON LOBBYING BeginningofShareholderProposalandStatementofSupport: Whereas,full disclosure of Amazon.com Inc’s (“Amazon”) lobbying activities and expenditures to assess whether its lobbying is consistent with Amazon’s expressed goals and shareholders’ best interests. Resolved, shareholders request the preparation of a report, updated annually, disclosing: 1. Companypolicyandproceduresgoverninglobbying,bothdirectandindirect,andgrassrootslobbyingcommunications. 2. PaymentsbyAmazonusedfor(a)directorindirectlobbyingor(b) grassroots lobbying communications, in each case including the amount of the payment and the recipient. 3. Description of management’s and the Board’s decision-making process and oversight for making payments described in sections 2 above. For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engagedinbyatradeassociation or other organization of which Amazon is a member. 2022ProxyStatement 61
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