Slide 1: 2026 Annual Meeting of Shareholders Investor Outreach
2026 Annual Meeting of Shareholders Investor Outreach 9:00 a.m., Pacific Time Wednesday, May 20, 2026 Virtual Meeting Site: www.virtualshareholdermeeting.com/AMZN2026 May 2026
Slide 2: Table of Contents
Table of Contents » Shareholder engagement (slide 3) » Item 1: Our director nominees (slides 4 - 5) » Item 2: Ratification of Ernst & Young as independent auditors (slide 6) » Item 3: Advisory vote to approve executive compensation (slides 7 - 9) » Items 4 - 7: Amazon’s engagement on and approach to
Slide 3: Shareholder Engagement
Shareholder Engagement 3 » Our independent directors, with the support of our ESG Engagement and Investor Relations teams, continue to participate in our year - round engagement with our shareholders. » Since the beginning of 2025: » Our lead independent director participated in one - on - one or s
Slide 4: Item 1 — Our Director Nominees
4 Item 1 — Our Director Nominees • Our Board is committed to representing the long - term interests of shareowners. Each of our directors possesses Internet savvy, c ustomer experience skills, an inquisitive and objective perspective, personal and professional ethics, integrity, and values, practica
Slide 5: Our Board and Its Committees Actively Oversee Our Response to Key Issues and Risks
Item 1 — Our Board and Its Committees Actively Oversee Our Response to Key Issues and Risks 5 Nominating and Corporate Governance Committee Leadership Development and Compensation Committee Audit Committee » Members: Jonathan J. Rubinstein (Chair), Jamie S. Gorelick & Andrew Y. Ng » Committee Meetin
Slide 6: Ratification of the Appointment of EY as Independent Auditors
Item 2 — Ratification of the Appointment of EY as Independent Auditors 6 Why We Recommend You Support This Proposal » Audit Committee undertakes a robust evaluation process each year to confirm that the retention of EY as our independent auditor continues to be in our shareholders’ best interests.
Slide 7: 2025 Executive Compensation Was Consistent with Past Practice
7 2025 Executive Compensation Was Consistent with Past Practice » No equity awards were granted to our CEO or any of our named executives during 2025 and our CEO has not been granted an award since 2021. » Mr. Jassy’s “total compensation” for 2025 as reported in the Summary Compensation Table was $2
Slide 8: Amazon's Approach to Executive Compensation
Amazon’s Approach to Executive Compensation » Our compensation is simple and transparent : » Our named executive officers’ compensation consists primarily of periodic grants of time - vested RSUs subject to long - term vestin g requirements » Salaries are nominal ($365,000 per year or less) » Other
Slide 9: Amazon's Approach to Executive Compensation (continued)
Item 3 — Advisory Vote to Approve Executive Compensation 9 Amazon’s Approach to Executive Compensation (continued) » We remain committed to the structure of our executive compensation because it has worked effectively , having allowed us to: » attract and retain incredibly talented people who have g
Slide 10: Amazon's Engagement on and Approach to Shareholder Proposals
Items 4 - 7 — Shareholder Proposals 10 Amazon’s Engagement on and Approach to Shareholder Proposals » Each year, our Board, Company leaders, members of our Legal, Public Policy, Public Relations, Investor Relations, Sustainability, Amazon Experiences and Upskilling, and other teams, subject matter e
Slide 11: Amazon's Engagement on and Approach to Shareholder Proposals (continued)
Items 4 - 7 — Shareholder Proposals 11 Amazon’s Engagement on and Approach to Shareholder Proposals (continued) » Some proposals contain or repeat inaccurate or biased assertions regarding our operations, fail to evaluate or weigh the costs of implementation relative to the claimed benefits or risks
Slide 12: Overview of Shareholder Proposals (Items 4-5)
12 Why We Recommend Against New/Repeat/ Substantially the Same Proponent Topic Item • We support a wide range of programs that help thousands of charities and communities across the U.S. and around the world. We select and work directly with community organizations for our corporate charitable givin
Slide 13: Overview of Shareholder Proposals (Items 6-7)
Why We Recommend Against New/Repeat/ Substantially the Same Proponent Topic Item • We evaluate and adapt our sustainability approach to navigate evolving business, industry, and customer demands. While we are firm on our sustainability goals, our approach will continuously evolve with emerging chal
Slide 14: Shareholder Proposal Requesting a Report on Charitable Partnerships
Item 4 — Shareholder Proposal Requesting a Report on Charitable Partnerships 14 Why We Recommend You Vote Against This Proposal » We support a wide range of programs that help thousands of charities and communities across the U.S. and around the world. We select and work directly with community orga
Slide 15: Shareholder Proposal Requesting Additional Reporting on Impact of Data Centers on Climate Commitments
Item 5 — Shareholder Proposal Requesting Additional Reporting on Impact of Data Centers on Climate Commitments Why We Recommend You Vote Against This Proposal » We already provide regular, public updates on our progress, initiatives, and work in pursuit of our climate goals, including routinely repo
Slide 16: Data Centers on Climate Commitments (continued)
Item 5 — Shareholder Proposal Requesting Additional Reporting on Impact of Data Centers on Climate Commitments Why We Recommend You Vote Against This Proposal (continued) » We are decreasing the embodied carbon associated with our infrastructure — the emissions generated from the manufacture, transp
Slide 17: Data Centers on Climate Commitments (continued)
Item 5 — Shareholder Proposal Requesting Additional Reporting on Impact of Data Centers on Climate Commitments Why We Recommend You Vote Against This Proposal (continued) » To optimize performance and energy consumption when running complex AI workloads like large language models, Amazon has develop
Slide 18: Shareholder Proposal Requesting a Report on Impact of Climate Commitments
Item 6 — Shareholder Proposal Requesting a Report on Impact of Climate Commitments Why We Recommend You Vote Against This Proposal » We evaluate and adapt our sustainability approach to navigate evolving business, industry, and customer demands. While we are firm on our sustainability goals, our app
Slide 19: Shareholder Proposal Requesting a Mandatory Independent Board Chair Policy
Item 7 — Shareholder Proposal Requesting a Mandatory Independent Board Chair Policy Why We Recommend You Vote Against This Proposal » We are committed to strong, independent leadership of the Board. Our lead independent director reinforces the Board’s independent oversight of management. » Our gover
Slide 20: Approach to Shareholder Proposal Exclusions
Shareholder Proposals Excluded from the 2026 Proxy Statement 20 Approach to Shareholder Proposal Exclusions » Each year, our Board, Company leaders, members of our Legal, Public Policy, Public Relations, Investor Relations, Sustainability, Amazon Experiences and Upskilling, and other teams, subject
Slide 21: Why We Excluded Shareholder Proposals
Why We Excluded New/Repeat/ Substantially the Same Proponent Topic • Our exclusion notice to the SEC sets forth a detailed chart demonstrating that this proposal addresses substantially the same subject matter and substantive concerns as shareholder proposals submitted by the same proponent that wer
Slide 22: Why We Excluded Shareholder Proposals (continued)
22 Why We Excluded New/Repeat/ Substantially the Same Proponent Topic • Our exclusion notice to the SEC documents that this proposal relates to a product that represents a de minimis amount of the Company’s assets, earnings, and sales, and the proposal is not otherwise significantly related to our b
Slide 23: Energy and Water
Energy and Water • https://sustainability.aboutamazon.com/products - services/aws - cloud • https://www.aboutamazon.com/news/sustainability/amazon - leading - corporate - carbon - free - energy - purchaser • https://www.aboutamazon.com/news/sustainability/amazon - renewable - energy - updates • http
Slide 24: Health and Safety, Compensation, and Benefits
Health and Safety, Compensation, and Benefits • https://www.aboutamazon.com/news/workplace/amazon - workplace - safety - 2025 - injury - reduction • https://www.aboutamazon.com/news/workplace/amazon - wage - increase - 2025 - fulfillment - transportation - employees • https://www.aboutamazon.com/new
Slide 25: Forward-Looking Statements
This document includes forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including statements regarding our environmental, social, and other sustainability plans, initiatives,