Slide 1: 2025 Annual Meeting of Shareholders Investor Outreach
2025 Annual Meeting of Shareholders Investor Outreach 9:00 a.m., Pacific Time Wednesday, May 21, 2025 Virtual Meeting Site: www.virtualshareholdermeeting.com/AMZN2025 May 2025
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 - 11) » Items 4 - 11: Amazon’s engagement on and approach to shareholder proposals (slides 12
Slide 3: Shareholder Engagement
Shareholder Engagement 3 » Since the beginning of 2024 : » Independent Directors participated in meetings with institutional shareholders owning more than 25% of our stock, including one - on - one or small group meetings with most of our 20 largest shareholders » Our shareholder engagement team, w
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
Slide 5: Broad Human Capital Management Experience
5 Broad Human Capital Management Experience Human Capital Management Experience Independent Director » Gen. Alexander served as the Commander of U.S. Cyber Command from May 2010 to March 2014 and was Director of the National Security Agency and Chief of the Central Security Service from August 2005
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 2024 : 4 » Responsibilities : Oversees our sust
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: 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: 2024 Executive Compensation
9 2024 Executive Compensation » Our CEO was not granted an equity award in 2024 and has not been granted an award since 2021. » Mr. Jassy’s “total compensation” for 2024 as reported in the Summary Compensation Table was $1.6 million. » Mr. Jassy’s “realized compensation” (salary plus “all other comp
Slide 10: Shareholder Engagement on Our Executive Compensation
Item 3 — Advisory Vote to Approve Executive Compensation 10 Shareholder Engagement on Our Executive Compensation » At our 2024 Annual Meeting of Shareholders, 78% of the votes cast supported our advisory vote to approve the compensation of our named executive officers, up from 68% in 2023. » We cont
Slide 11: Shareholder Engagement on Our Executive Compensation (continued)
Item 3 — Advisory Vote to Approve Executive Compensation 11 Shareholder Engagement on Our Executive Compensation » 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 gui
Slide 12: Amazon's Engagement on and Approach to Shareholder Proposals
Items 4 - 11 — Shareholder Proposals 12 Amazon’s Engagement on and Approach to Shareholder Proposals » Of the 8 shareholder proposals included in this year’s proxy statement: » Seven seek some form of report and two seek an independent, third - party assessment or study » Four are repeat proposals t
Slide 13: Approach to Shareholder Proposals (continued)
Items 4 - 11 — Shareholder Proposals 13 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 14: Why We Recommend Against: Overview of Shareholder Proposals
14 Why We Recommend Against New/Repeat/ Substantially the Same Proponent Topic Item • The roles of CEO and Chair of the Board are currently separate. • Our governance guidelines and processes enable the Board to determine the optimal leadership structure for Amazon in light of our specific circumst
Slide 15: Why We Recommend Against: Overview of Shareholder Proposals
15 Why We Recommend Against New/Repeat/ Substantially the Same Proponent Topic Item • We annually report both our absolute carbon emissions (including Scopes 1, 2, and 3) and carbon intensity and are transparent about the methodology behind each of the emissions models we have built to measure Amazo
Slide 16: Why We Recommend Against: Overview of Shareholder Proposals
16 Why We Recommend Against New/Repeat/ Substantially the Same Proponent Topic Item • We are committed to, and are a leader in, the responsible development and use of AI and machine learning, including technologies like foundation models and generative AI. • Our Board has the proper composition to e
Slide 17: Why We Recommend Against: Overview of Shareholder Proposals
17 Why We Recommend Against New/Repeat/ Substantially the Same Proponent Topic Item • 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 are already subject to extensive regulatory overs
Slide 18: Additional Information on Shareholder Proposals
Additional Information on Shareholder Proposals 18 Appendix
Slide 19: Proposal Requesting a Mandatory Policy Separating CEO and Chair Roles
Item 4 — Shareholder Proposal Requesting a Mandatory Policy Separating the Roles of CEO and Chair of the Board Why We Recommend You Vote Against This Proposal » The roles of CEO and Chair of the Board are currently separate. » Our governance guidelines and processes enable the Board to determine th
Slide 20: Proposal Requesting a Report on Advertising Risks
Item 5 — Shareholder Proposal Requesting a Report on Advertising Risks Why We Recommend You Vote Against This Proposal » Our goal in designing our advertising policies is for our customers to experience relevant and useful ads that help them find products and services that appeal to them. Similarly,
Slide 21: Proposal Requesting Alternative Emissions Reporting
Item 6 — Shareholder Proposal Requesting Alternative Emissions Reporting Why We Recommend You Vote Against This Proposal » We annually report both our absolute carbon emissions (including Scopes 1, 2, and 3) and carbon intensity and are transparent about the methodology behind each of the emissions
Slide 22: Proposal on Impact of Data Centers on Climate Commitments
Item 7 — 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 to meet our climate goals, including our efforts to reduc
Slide 23: Impact of Data Centers on Climate Commitments (continued)
Item 7 — Shareholder Proposal Requesting Additional Reporting on Impact of Data Centers on Climate Commitments Why We Recommend You Vote Against This Proposal (continued) » We have made great progress and are continuing to work at increasing the energy efficiency of our data centers, including throu
Slide 24: Proposal Requesting Assessment of Board Structure for Oversight of AI
Item 8 — Shareholder Proposal Requesting an Assessment of Board Structure for Oversight of AI Why We Recommend You Vote Against This Proposal » We are committed to, and are a leader in, the responsible development and use of artificial intelligence and machine learning , including technologies like
Slide 25: Proposal Requesting a Report on Packaging Materials
Item 9 — Shareholder Proposal Requesting a Report on Packaging Materials Why We Recommend You Vote Against This Proposal » As demonstrated in our existing public reporting, Amazon has consistently made significant and visible progress in reducing i ts use of plastic and increasing recyclability of p
Slide 26: Packaging Materials Proposal (continued)
Item 9 — Shareholder Proposal Requesting a Report on Packaging Materials Why We Recommend You Vote Against This Proposal (continued) » Additionally, we have innovated and invested in technologies, processes, and materials that since 2015 have helped reduce the we ight of the packaging per shipment b
Slide 27: Proposal Requesting a Report on Warehouse Working Conditions
Item 10 — 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 r ate s compared with industry data and we
Slide 28: Warehouse Working Conditions Proposal (continued)
Item 10 — Shareholder Proposal Requesting a Report on Warehouse Working Conditions Why We Recommend You Vote Against This Proposal (continued) » The proposal continues to rely on false, misinformed, and misleading claims about our injury rates made by outside groups with ulterior motives. For exampl
Slide 29: Proposal on Data Usage Oversight in AI Offerings
Item 11 — Shareholder Proposal Requesting a Report on Data Usage Oversight in AI Offerings Why We Recommend You Vote Against This Proposal » We are committed to, and are a leader in, the responsible development and use of AI. We adhere to industry best practices aro und data collection, and we desig
Slide 30: Amazon Reporting Health & Safety
Amazon Reporting 30 Health & Safety • https://www.aboutamazon.com/news/workplace/amazon - workplace - safety - performance - 2024 • https://safety.aboutamazon.com/ • https://www.aboutamazon.com/news/workplace/osha - ergonomic - citations - vacated - amazon - health - safety • https://www.aboutamazon
Slide 31: Amazon Reporting Packaging
Amazon Reporting 31 Packaging • https://www.aboutamazon.com/news/sustainability/how - amazon - is - reducing - packaging • https://sustainability.aboutamazon.com/waste/packaging • https://www.aboutamazon.com/news/sustainability/amazon - fulfillment - center - eliminates - plastic - packaging • https
Slide 32: 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,