Slide 1: 2024 Annual Meeting of Shareholders Investor Outreach
2024 Annual Meeting of Shareholders Investor Outreach 9:00 a.m., Pacific Time Wednesday, May 22, 2024 Virtual Meeting Site: www.virtualshareholdermeeting.com/AMZN2024 May 2024
Slide 2: Table of Contents
Table of Contents » Item 1: Our director nominees (slides 3 - 6) » Item 2: Ratification of Ernst & Young as independent auditors (slide 7) » Item 3: Advisory vote to approve executive compensation (slides 8 - 10) » Items 4 - 17: Amazon’s engagement on and approach to shareholder proposals (slides 11
Slide 3: Our Board of Directors
Our Board of Directors 3 » Shareholder engagement : Since the beginning of 2023: » Independent Directors participated in meetings with institutional shareholders owning more than 31% of our stock, including one - on - one or small group meetings with most of our 20 largest shareholders » Our share
Slide 4: Our Director Nominees
4 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, practical wisdom a
Slide 5: Broad Human Capital Management Experience
5 Broad Human Capital Management Experience Independent Director Human Capital Management Experience Andrew Y. Ng Director Since: 2024 Managing General Partner, AI Fund LP; Founder, DeepLearning.AI LLC and Landing AI, Inc.; Chairman and Co - Founder, Coursera, Inc. » Dr. Ng has important human capit
Slide 6: Our Board and Its Committees Actively Oversee Our Response to Key Issues and Risks
Our Board and Its Committees Actively Oversee Our Response to Key Issues and Risks 6 Nominating and Corporate Governance Committee Leadership Development and Compensation Committee Audit Committee » Chair: Jonathan J. Rubinstein » Committee Meetings in 2023 : 7 » Responsibilities : Oversees our envi
Slide 7: Ratification of the Appointment of E&Y as Independent Auditors
Item 2 — Ratification of the Appointment of E&Y as Independent Auditors 7 Why We Recommend You Support This Proposal » Audit Committee undertakes a robust evaluation process each year to confirm that the retention of E&Y as our independent auditor continues to be in our shareholders’ best interests
Slide 8: Advisory Vote to Approve Executive Compensation: 2023 Decisions
Item 3 — Advisory Vote to Approve Executive Compensation 8 2023 Executive Compensation Decisions » No equity awards were granted to our CEO or any of our named executives during 2023, a year in which our stock price grew more than 80% » Mr. Jassy’s “Total Compensation” for 2023 as reported in the Su
Slide 9: Overview of Our Named Executive Officer Compensation
Item 3 — Advisory Vote to Approve Executive Compensation 9 Overview of Our Named Executive Officer Compensation » Our executive compensation philosophy focuses on the true long - term success of our business , not on isolated one - , two - , or three - year goals that encompass only a limited and
Slide 10: Shareholder Engagement Since Our 2023 Say-on-Pay Vote
Item 3 — Advisory Vote to Approve Executive Compensation 10 Shareholder Engagement Since Our 2023 Say - on - Pay Vote » In the course of our extensive shareholder outreach following our 2023 Annual Meeting: » We contacted 42 of our 50 largest shareholders offering to discuss executive compensation a
Slide 11: Amazon's Engagement on and Approach to Shareholder Proposals
Items 4 - 17 — Shareholder Proposals 11 Amazon’s Engagement on and Approach to Shareholder Proposals » Of the 14 shareholder proposals included in this year’s proxy statement: » Ten seek some form of report, four seek an independent, third - party assessment or study, and three seek to establish a n
Slide 12: Amazon's Engagement on and Approach to Shareholder Proposals (continued)
Items 4 - 17 — Shareholder Proposals 12 Amazon’s Engagement on and Approach to Shareholder Proposals (continued) » Some proposals, and proxy advisory firm commentary on them, contain or repeat inaccurate or biased assertions regarding our operations, fail to evaluate or weigh the costs of implementa
Slide 13: Overview of Shareholder Proposals: Items 4-6
13 Item Topic Proponent New/Repeat/ Substantially the Same Why We Recommend Against 4 Additional Board Committee to Oversee Public Policy Jing Zhao Substantially the Same (2 nd time to be voted) • Our current Board and committee structure already provides an appropriate level of oversight. For examp
Slide 14: Overview of Shareholder Proposals: Items 7-9
14 Item Topic Proponent New/Repeat/ Substantially the Same Why We Recommend Against 7 Additional Reporting on Lobbying The Province of Saint Joseph of the Capuchin Order Substantially the same (4 th time) • We report comprehensively and transparently on our public policy expenditures on an annual ba
Slide 15: Overview of Shareholder Proposals: Items 10-11
15 Item Topic Proponent New/Repeat/ Substantially the Same Why We Recommend Against 10 Additional Reporting on Stakeholder Impacts International Brotherhood of Teamsters General Fund Substantially the Same (2 nd time) • As the world’s largest corporate renewable energy purchaser for the fourth year
Slide 16: Overview of Shareholder Proposals: Items 12-13
16 Item Topic Proponent New/Repeat/ Substantially the Same Why We Recommend Against 12 Additional Reporting on Freedom of Association Catherine Donnelly Foundation, represented by the Shareholder Association for Research & Education Repeat (3 rd time) • We believe a third - party assessment is unnec
Slide 17: Overview of Shareholder Proposals: Items 14-15
17 Item Topic Proponent New/Repeat/ Substantially the Same Why We Recommend Against 14 Report on Customer Use of Certain Technologies John Harrington Repeat (6 th time) • This proposal continues to rely on the same speculative and outdated concerns and mischaracterizations and fails to take into acc
Slide 18: Overview of Shareholder Proposals: Items 16-17
18 Item Topic Proponent New/Repeat/ Substantially the Same Why We Recommend Against 16 Additional Board Committee to Oversee Artificial Intelligence AFL - CIO Equity Index Funds, represented by Segal Marco Advisors New • Amazon is committed to, and is a leader in, the responsible development and use
Slide 19: Additional Information on Shareholder Proposals
Additional Information on Shareholder Proposals 19 Appendix
Slide 20: Proposals for Additional Board Committees on Public Policy and Financial Impact
Item 4 and Item 5 — Shareholder Proposals Requesting Additional Board Committees to Oversee Public Policy and Financial Impact of Policy Positions 20 Proponent for Item 4: Jing Zhao Why We Recommend You Vote Against This Proposal » Our current Board and committee structure, which allocates oversight
Slide 21: Report on Customer Due Diligence
Item 6 — Shareholder Proposal Requesting a Report on Customer Due Diligence Why We Recommend You Vote Against This Proposal » For the fifth year in a row, this proposal continues to rely on the same speculative and outdated concerns and mischaracteri zat ions and fails to take into account the fact
Slide 22: Additional Reporting on Lobbying
Item 7 — Shareholder Proposal Requesting Additional Reporting on Lobbying Why We Recommend You Vote Against This Proposal » We report comprehensively and transparently on our public policy expenditures on an annual basis, including direct and indirect lobbying expenditures such as our payments to U.
Slide 23: Additional Reporting on Gender/Racial Pay
Item 8 — Shareholder Proposal Requesting Additional Reporting on Gender/Racial Pay Why We Recommend You Vote Against This Proposal » Amazon already provides disclosure on compensation by gender and by race/ethnicity. When evaluating 2023 compensation in the United States, including base compensation
Slide 24: Report on Viewpoint Restriction
Item 9 — Shareholder Proposal Requesting a Report on Viewpoint Restriction Why We Recommend You Vote Against This Proposal » We take seriously our commitment to respect for people from all backgrounds. We keep in mind the cultural differences and sensitivities of our global community when making dec
Slide 25: Additional Reporting on Stakeholder Impacts
Item 10 — Shareholder Proposal Requesting Additional Reporting on Stakeholder Impacts Why We Recommend You Vote Against This Proposal » As the world’s largest renewable corporate energy purchaser, we have a unique role to play in supporting a just, equitable, a nd sustainable energy transition. For
Slide 26: Report on Packaging Materials
Item 11 Shareholder Proposal Requesting a Report on Packaging Materials Why We Recommend You Vote Against This Proposal We are committed to protecting the planet and recognize the importance of reducing plastic waste, which is why we already publicly report on the amount of single use plastic being
Slide 27: Additional Reporting on Freedom of Association
Item 12 — Shareholder Proposal Requesting Additional Reporting on Freedom of Association Why We Recommend You Vote Against This Proposal » We respect the rights of our employees to form, join, or not to join a labor union or other lawful organization of their own selection, without fear of reprisal,
Slide 28: Additional Reporting on Freedom of Association (continued)
Item 12 Shareholder Proposal Requesting Additional Reporting on Freedom of Association Why We Recommend You Vote Against This Proposal (continued) While the proponent suggests that it is seeking reports comparable to those that other companies have issued, the proponent has criticized those other co
Slide 29: Alternative Emissions Reporting
Item 13 — Shareholder Proposal Requesting Alternative Emissions Reporting Why We Recommend You Vote Against This Proposal » We annually report carbon emissions (Scope 1, 2, and 3) and publish our carbon methodology » We follow guidance from the GHG Protocol’s Corporate Accounting and Reporting Stan
Slide 30: Report on Customer Use of Certain Technologies
Item 14 — Shareholder Proposal Requesting a Report on Customer Use of Certain Technologies Why We Recommend You Vote Against This Proposal » We have been consistent and proactive in our efforts to address concerns and mitigate the risk of misuse through policy and a dvo cacy efforts, product develop
Slide 31: Policy to Disclose Directors' Political and Charitable Donations
Item 15 — Shareholder Proposal Requesting a Policy to Disclose Directors’ Political and Charitable Donations Why We Recommend You Vote Against This Proposal » Our processes for nominating directors are designed to advance the long - term interests of shareholders by creating a Board with deep busine
Slide 32: Additional Board Committee to Oversee Artificial Intelligence
Item 16 — Shareholder Proposal Requesting an Additional Board Committee to Oversee Artificial Intelligence Why We Recommend You Vote Against This Proposal » Our Board and Board committees are already overseeing human rights and other risks associated with artificial intelligence and machine learning
Slide 33: Report on Warehouse Working Conditions
Item 17 — Shareholder Proposal Requesting a Report on Warehouse Working Conditions Why We Recommend You Vote Against This Proposal » The audit requested by this proposal would be duplicative because we have already publicly disclosed our workforce incident rates compared with industry data and we a
Slide 34: Report on Warehouse Working Conditions (continued)
Item 17 — Shareholder Proposal Requesting a Report on Warehouse Working Conditions Why We Recommend You Vote Against This Proposal (continued) » The proposal’s claims that our injury rates are significantly higher than the industry average are incorrect » The proposal also is premised on incorrect
Slide 35: Amazon Reporting
Amazon Reporting 35 • Health & Safety • Our 2023 safety disclosures: https://www.aboutamazon.com/news/workplace/amazon - workplace - safety - post - 2023 • Our 2022 safety update: https://www.aboutamazon.com/news/workplace/amazon - safety • Packaging • https://www.aboutamazon.com/news/sustainability
Slide 36: Amazon Reporting: Lobbying, Responsible AI, Ring and Rekognition
Amazon Reporting 36 Lobbying • https://www.aboutamazon.com/about - us/our - positions • https://ir.aboutamazon.com/corporate - governance/Political - Engagement/default.aspx Responsible AI • https://www.aboutamazon.com/news/company - news/amazon - responsible - ai • https://aws.amazon.com/uki/cloud
Slide 37: 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,