8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

May 24, 2023

Date of Report

(Date of earliest event reported)

AMAZON.COM, INC.

(Exact name of registrant as specified in itscharter)

Delaware	000-22513	91-1646860
(State or other jurisdiction of<br><br> incorporation)	(Commission File Number)	(IRS Employer Identification No.)

410 Terry Avenue North, Seattle, Washington98109-5210

(Address of principalexecutive offices, including Zip Code)

(206)

266-1000

(Registrant’stelephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) ofthe Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $.01 per share	AMZN	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company		¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.	¨

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OF CONTENTS

ITEM 5.07.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.	3
SIGNATURES	6

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ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On May 24, 2023, Amazon.com, Inc. (the “Company”) held its Annual Meeting of Shareholders.

The following nominees were elected as directors, each to hold office until the next Annual Meeting of Shareholders or until his or her successor is elected and qualified, by the vote set forth below:

Nominee	For		Against		Abstain		Broker<br> <br>Non-Votes
Jeffrey P. Bezos		6,980,639,941		367,108,287		20,661,618		1,298,652,951
Andrew R. Jassy		7,283,404,084		72,396,902		12,608,860		1,298,652,951
Keith B. Alexander		7,228,610,746		124,509,220		15,289,880		1,298,652,951
Edith W. Cooper		5,973,207,683		1,374,647,815		20,554,348		1,298,652,951
Jamie S. Gorelick		7,063,104,316		290,448,441		14,857,089		1,298,652,951
Daniel P. Huttenlocher		5,951,607,777		1,395,865,502		20,936,567		1,298,652,951
Judith A. McGrath		5,236,121,158		2,112,024,911		20,263,777		1,298,652,951
Indra K. Nooyi		7,180,632,749		134,049,727		53,727,370		1,298,652,951
Jonathan J. Rubinstein		7,071,567,313		281,676,345		15,166,188		1,298,652,951
Patricia Q. Stonesifer		7,004,215,383		349,470,037		14,724,426		1,298,652,951
Wendell P. Weeks		7,241,737,701		111,441,435		15,230,710		1,298,652,951

The appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2023 was ratified by the vote set forth below:

For	Against	Abstain	Broker Non-Votes
8,361,401,059	287,140,557	18,521,181	—

The compensation of our named executive officers as disclosed in the proxy statement was approved in an advisory vote, as set forth below:

For	Against	Abstain	Broker Non-Votes
5,020,199,106	2,322,673,390	25,537,350	1,298,652,951

An advisory vote on the frequency of future advisory votes on executive compensation received the following votes:

One Year	Two Years	Three Years	Abstain	Broker Non-Votes
7,270,477,259	11,671,932	67,529,229	18,731,426	1,298,652,951

In light of these voting results, the Company plans to hold future advisory votes on executive compensation annually until the next required vote on the frequency of such advisory votes, or until the Board of Directors of the Company otherwise determines that a different frequency is in the best interests of the Company and its shareholders.

The Company’s 1997 Stock Incentive Plan, as amended and restated, was reapproved for purposes of French tax law, as set forth below:

For	Against	Abstain	Broker<br><br> <br>Non-Votes
6,869,340,693	480,249,860	18,819,293	1,298,652,951

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A shareholder proposal requesting a report on retirement plan options was not approved, as set forth below:

For	Against	Abstain	Broker<br><br> <br>Non-Votes
490,423,709	6,284,800,004	593,186,133	1,298,652,951

A shareholder proposal requesting a report on customer due diligence was not approved, as set forth below:

For	Against	Abstain	Broker<br><br> <br>Non-Votes
2,498,413,873	4,811,115,673	58,880,300	1,298,652,951

A shareholder proposal requesting reporting on content and product removal/restrictions was not approved, as set forth below:

For	Against	Abstain	Broker<br><br> <br>Non-Votes
754,724,764	6,436,676,008	177,009,074	1,298,652,951

A shareholder proposal requesting a report on content removal requests was not approved, as set forth below:

For	Against	Abstain	Broker<br><br> <br>Non-Votes
117,299,300	7,173,178,675	77,931,871	1,298,652,951

A shareholder proposal requesting additional reporting on stakeholder impacts was not approved, as set forth below:

For	Against	Abstain	Broker<br><br> <br>Non-Votes
1,988,671,364	5,130,034,783	249,703,699	1,298,652,951

A shareholder proposal requesting alternative tax reporting was not approved, as set forth below:

For	Against	Abstain	Broker<br><br> <br>Non-Votes
1,293,326,053	6,014,635,870	60,447,923	1,298,652,951

A shareholder proposal requesting additional reporting on climate lobbying was not approved, as set forth below:

For	Against	Abstain	Broker<br><br> <br>Non-Votes
1,734,559,291	5,532,969,634	100,880,921	1,298,652,951

A shareholder proposal requesting additional reporting on gender/racial pay was not approved, as set forth below:

For	Against	Abstain	Broker<br><br> <br>Non-Votes
2,138,766,104	5,174,973,947	54,669,795	1,298,652,951

A shareholder proposal requesting an analysis of costs associated with diversity, equity, and inclusion programs was not approved, as set forth below:

For	Against	Abstain	Broker<br><br> <br>Non-Votes
60,804,059	7,256,490,940	51,114,847	1,298,652,951

A shareholder proposal requesting an amendment to our bylaws to require shareholder approval for certain future amendments was not approved, as set forth below:

For	Against	Abstain	Broker<br><br> <br>Non-Votes
844,044,010	6,473,633,410	50,732,426	1,298,652,951

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A shareholder proposal requesting additional reporting on freedom of association was not approved, as set forth below:

For	Against	Abstain	Broker<br><br> <br>Non-Votes
2,551,640,467	4,757,532,187	59,237,192	1,298,652,951

A shareholder proposal requesting a new policy regarding our executive compensation process was not approved, as set forth below:

For	Against	Abstain	Broker<br><br> <br>Non-Votes
476,336,491	6,798,711,183	93,362,172	1,298,652,951

A shareholder proposal requesting additional reporting on animal welfare standards was not approved, as set forth below:

For	Against	Abstain	Broker<br><br> <br>Non-Votes
410,038,754	6,878,186,316	80,184,776	1,298,652,951

A shareholder proposal requesting an additional Board committee was not approved, as set forth below:

For	Against	Abstain	Broker<br><br> <br>Non-Votes
462,033,238	6,819,293,663	87,082,945	1,298,652,951

A shareholder proposal requesting an alternative director candidate policy was not approved, as set forth below:

For	Against	Abstain	Broker<br><br> <br>Non-Votes
1,349,994,843	5,968,467,387	49,947,616	1,298,652,951

A shareholder proposal requesting a report on warehouse working conditions was not approved, as set forth below:

For	Against	Abstain	Broker Non-Votes
2,590,684,742	4,722,460,838	55,264,266	1,298,652,951

A shareholder proposal requesting a report on packaging materials was not approved, as set forth below:

For	Against	Abstain	Broker Non-Votes
2,345,678,911	4,921,660,303	101,070,632	1,298,652,951

A shareholder proposal requesting a report on customer use of certain technologies was not approved, as set forth below:

For	Against	Abstain	Broker Non-Votes
2,739,606,457	4,569,643,496	59,159,893	1,298,652,951

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AMAZON.COM, INC. (REGISTRANT)
By:	/s/ David A. Zapolsky
	David A. Zapolsky
	Senior Vice President

Dated: May 26, 2023

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