Slide 1: 2023 Annual Meeting of Shareholders Investor Outreach
2023 Annual Meeting of Shareholders Investor Outreach May 2023
Slide 2: Table of Contents
Table of Contents » Item 1: Our Director Nominees (slides 3 - 6) » Item 3: Advisory vote to approve executive compensation (slides 7 - 10) » Other management proposals – Items 2, 4, and 5 (slide 11) » Items 6 - 23: Shareholder proposals (slides 12 - 17) » Worker Safety, Worker Choice, Labor Relation
Slide 3: Strong, diverse, and engaged board
Strong, diverse, and engaged board 3 » Diverse and engaged directors with the appropriate mix of skills, qualifications, backgrounds, and tenures to support and help drive our long - term performance » Our board engages with shareholders through meetings, briefings, and correspondence: » Since the
Slide 4: Our Independent Director Nominees
4 Our Independent Director Nominees Additional skills, qualifications, and attributes of our nine independent directors include: Skills to Oversee a Large, Complex Organization Public Policy & Community Affairs: Experience navigating complex stakeholder considerations with government, policy organiz
Slide 5: Select Human Capital Management Experience
5 Select Human Capital Management Experience Independent Director Human Capital Management Experience Edith W. Cooper Director Since: 2021 Co - Founder of Medley Living, Inc. and Former EVP of Goldman Sachs » Ms. Cooper served as EVP, Global Head of Human Capital Management of Goldman Sachs from Mar
Slide 6: Our Board Committees Are Active and Engaged
Our Board Committees Are Active and Engaged 6 Our full Board and individual Committees provide in - depth oversight of key risks facing the Company and tactics and strategies f or addressing them Nominating and Corporate Governance Committee Leadership Development and Compensation Committee Audit Co
Slide 7: Advisory Vote to Approve Executive Compensation: Overview
Item 3 — Advisory Vote to Approve Executive Compensation 7 Overview of Our Named Executive Officer Compensation » Since late 2002, we have granted RSUs on an every - other - year basis (as well as upon promotions or as new hire awards) as our primary form of compensation » We grant RSUs with long -
Slide 8: 2022 Executive Compensation Decisions
Item 3 — Advisory Vote to Approve Executive Compensation 8 2022 Executive Compensation Decisions » Salaries for our named executive officers were set at $365,000, effective April 5, 2022, except that Mr. Bezos’s salary remained at $81,840 » Mr. Jassy was not granted any equity awards in 2022, consis
Slide 9: Advisory Vote to Approve Executive Compensation
Item 3 — Advisory Vote to Approve Executive Compensation 9 » Mr. Jassy was granted RSUs in 2021 in connection with his promotion to President and CEO of Amazon » The 2021 RSUs are intended to represent most of Mr. Jassy’s compensation for the coming years » The terms of his promotion grant are desig
Slide 10: Shareholder Engagement Since Our 2022 Say-on-Pay Vote
Item 3 — Advisory Vote to Approve Executive Compensation 10 Shareholder Engagement Since Our 2022 Say - on - Pay Vote » In the course of our extensive shareholder outreach following our 2022 Annual Meeting: » We contacted 40 of our 50 largest shareholders owning approximately 34% of our stock (not c
Slide 11: Other Management Proposals
Items 2, 4, and 5 — Other Management Proposals 11 Item Topic Why We Recommend You Support This Proposal 2 Ratification of the Appointment of E&Y as Independent Auditors » Audit Committee undertakes a robust evaluation process each year to confirm that the retention of Ernst & Young as our independen
Slide 12: Shareholder Proposals
Items 6 - 23 — Shareholder Proposals 12 Item Topic Proponent New /Repeat/ Substantially the Same Why We Recommend Against 6 Report on Retirement Plan Options Sara Sackner, represented by As You Sow Substantially the Same (2 nd time to be voted) • Plan participants’ choices are not limited to the tar
Slide 13: Shareholder Proposals
Items 6 - 23 — Shareholder Proposals 13 Item Topic Proponent New/Repeat/ Substantially the Same Why We Recommend Against 11 Alternative Tax Reporting Missionary Oblates of Mary Immaculate – United States Province Repeat (2 nd time) • We report our total tax contributions in many of the countries in
Slide 14: Shareholder Proposals
Items 6 - 23 — Shareholder Proposals 14 Item Topic Proponent New/Repeat/ Substantially the Same Why We Recommend Against 15 Amendment to Our Bylaws to Require Shareholder Approval for Certain Future Amendments James McRitchie, represented by John Chevedden New • The proposed bylaw restrictions reque
Slide 15: Shareholder Proposals
Items 6 - 23 — Shareholder Proposals 15 Item Topic Proponent New/Repeat/ Substantially the Same Why We Recommend Against 17 New Policy Regarding Our Executive Compensation Process AFL - CIO Reserve Fund New • Contrary to the proposal’s implication that our compensation practices differ between senio
Slide 16: Shareholder Proposals
Items 6 - 23 — Shareholder Proposals 16 Item Topic Proponent New/Repeat/ Substantially the Same Why We Recommend Against 20 Alternative Director Candidate Policy Oxfam America, Inc. Repeat (3 rd time) • Our current process to identify and nominate directors has successfully recruited diverse and qua
Slide 17: Shareholder Proposals
Items 6 - 23 — Shareholder Proposals 17 Item Topic Proponent New/Repeat/ Substantially the Same Why We Recommend Against 22 Report on Packaging Materials The George Gund Foundation, represented by As You Sow Repeat (3 rd time) • In 2022, we publicly reported on the amount of single - use plastic (97
Slide 18: Worker Safety at Amazon
Worker Safety at Amazon 18 Our employees’ safety and well - being is a top priority, and our goal is to be the safest workplace in the industries in which we operate » We are transparent about our commitment to and efforts to improve workplace safety, discussing our initiatives in detail in o ur saf
Slide 19: Worker Choice and Labor Relations at Amazon
Worker Choice and Labor Relations at Amazon 19 Amazon respects freedom of association and our employees’ right to join, form, or not to join a labor union or other lawful organization of their own selection, without fear of reprisal, intimidation, or harassment » Globally, Amazon applies or is party
Slide 20: Worker Choice and Labor Relations at Amazon
Worker Choice and Labor Relations at Amazon 20 Amazon respects freedom of association and our employees’ right to join, form, or not to join a labor union or other lawful organization of their own selection, without fear of reprisal, intimidation, or harassment » Unfair Labor Practice (ULP) charges
Slide 21: Other Environmental, Social, and Human Capital Initiatives
21 Other Environmental, Social, and Human Capital Initiatives The Climate Pledge and Renewable Energy » The Climate Pledge is our goal to reach net - zero carbon emissions across our operations by 2040. » In 2022, Amazon grew its renewable energy capacity by 8.3 gigawatts (GW) through 133 new projec
Slide 22: Additional Information on Shareholder Proposals
Additional Information on Shareholder Proposals 22 Appendix
Slide 23: Report on Retirement Plan Options
Item 6 — Shareholder Proposal Requesting a Report on Retirement Plan Options 23 Proponent: Sara Sackner, represented by As You Sow Why We Recommend You Vote Against This Proposal » Plan participants’ choices are not limited to the default plan option. Our 401(k) plan provides participants with a var
Slide 24: Report on Customer Due Diligence
Item 7 — Shareholder Proposal Requesting a Report on Customer Due Diligence 24 Proponent: American Baptist Home Mission Society Why We Recommend You Vote Against This Proposal » Amazon is committed to the responsible use of our artificial intelligence and machine learning (AI/ML) products and servic
Slide 25: Content and Product Removal Requests
Item 8 and Item 9 — Shareholder Proposals Regarding Content and Product Removal Requests Why We Recommend You Vote Against This Proposal » We strive to comply with local laws and regulations in the places where we do business. In addition, we maintain publicly - posted policies that describe product
Slide 26: Additional Reporting on Stakeholder Impacts
Item 10 — Shareholder Proposal Requesting Additional Reporting on Stakeholder Impacts Why We Recommend You Vote Against This Proposal » As we work toward reaching our climate goals, we are also committed to the people, workers, and communities that support our entire value chain so that they are tre
Slide 27: Alternative Tax Reporting
Item 11 — Shareholder Proposal Requesting Alternative Tax Reporting Why We Recommend You Vote Against This Proposal » Under the oversight of the Audit Committee of our Board of Directors, we have adopted and published our Tax Principles, which provide transparency on Amazon’s approach to taxation »
Slide 28: Additional Reporting on Climate Lobbying
Item 12 — Shareholder Proposal Requesting Additional Reporting on Climate Lobbying Why We Recommend You Vote Against This Proposal » We have already issued a report on lobbying alignment with the Paris Agreement, which we believe addresses the proposal’s underlying concern. In fact, we received a si
Slide 29: Additional Reporting on Gender/Racial Pay
Item 13 — Shareholder Proposal Requesting Additional Reporting on Gender/Racial Pay Why We Recommend You Vote Against This Proposal » Amazon currently provides extensive information on compensation by gender and by race/ethnicity. When evaluating 2022 compensation in the United States, including bas
Slide 30: Analysis of Costs Associated with Diversity, Equity, and Inclusion Programs
Item 14 — Shareholder Proposal Requesting an Analysis of Costs Associated with Diversity, Equity, and Inclusion Programs Why We Recommend You Vote Against This Proposal » Diversity, equity, and inclusion are cornerstones of our continued success and critical components of our culture. We believe the
Slide 31: Amendment to Our Bylaws to Require Shareholder Approval
Item 15 — Shareholder Proposal Requesting an Amendment to Our Bylaws to Require Shareholder Approval for Certain Future Amendments Why We Recommend You Vote Against This Proposal » Under Delaware corporate law, our Board must act in our shareholders’ best interest when it exercises its authority und
Slide 32: Additional Reporting on Freedom of Association
Item 16 — 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 33: New Policy Regarding Our Executive Compensation Process
Item 17 — Shareholder Proposal Requesting a New Policy Regarding Our Executive Compensation Process Why We Recommend You Vote Against This Proposal » Our compensation programs are designed to be highly transparent and aligned with shareholder interests with a view towards maximizing long - term shar
Slide 34: Additional Reporting on Animal Welfare Standards
Item 18 — Shareholder Proposal Requesting Additional Reporting on Animal Welfare Standards Why We Recommend You Vote Against This Proposal » We take a zero - tolerance approach to animal cruelty, abuse, and neglect » Whole Foods Market has a long history of setting industry - leading standards when
Slide 35: Additional Board Committee
Item 19 — Shareholder Proposal Requesting an Additional Board Committee Why We Recommend You Vote Against This Proposal » Our current Board and committee structure, which allocates oversight responsibilities among the full Board and each of its committees, already provides an appropriate level of ov
Slide 36: Alternative Director Candidate Policy
Item 20 — Shareholder Proposal Requesting an Alternative Director Candidate Policy Why We Recommend You Vote Against This Proposal » The Board recognizes that our employees are the foundation of our success and is intently focused on supporting their well - being and success » We have many processes
Slide 37: Report on Warehouse Working Conditions
Item 21 — Shareholder Proposal Requesting a Report on Warehouse Working Conditions Why We Recommend You Vote Against This Proposal » From the beginning of 2019 to the end of 2022, even with the addition of nearly 900,000 new employees, we saw our worldwide r eco rdable incident rate improve by almos
Slide 38: Report on Packaging Materials
Item 22 — 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 publicly re por t on the amount of single - use plastic being
Slide 39: Report on Customer Use of Certain Technologies
Item 23 — Shareholder Proposal Requesting a Report on Customer Use of Certain Technologies Why We Recommend You Vote Against This Proposal » Amazon is committed to the responsible use of our artificial intelligence and machine learning (AI/ML) products and services. We have been consistent and proac
Slide 40: 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,