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 22, 2024

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 WhichRegistered
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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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 22, 2024, 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> Non-Votes
Jeffrey P. Bezos		7,178,428,474		395,520,419		18,362,522		1,260,267,192
Andrew R. Jassy		7,467,074,640		104,919,757		20,317,018		1,260,267,192
Keith B. Alexander		7,488,855,654		84,451,453		19,004,308		1,260,267,192
Edith W. Cooper		7,117,067,591		456,429,050		18,814,774		1,260,267,192
Jamie S. Gorelick		7,262,009,164		310,078,904		20,223,347		1,260,267,192
Daniel P. Huttenlocher		7,374,651,006		198,658,047		19,002,362		1,260,267,192
Andrew Y. Ng		7,529,032,996		44,719,360		18,559,059		1,260,267,192
Indra K. Nooyi		7,458,579,786		115,442,726		18,288,903		1,260,267,192
Jonathan J. Rubinstein		6,730,127,279		841,312,680		20,871,456		1,260,267,192
Brad D. Smith		7,532,095,432		41,132,053		19,083,930		1,260,267,192
Patricia Q. Stonesifer		7,205,090,201		368,713,118		18,508,096		1,260,267,192
Wendell P. Weeks		7,469,871,725		103,122,974		19,316,716		1,260,267,192

The appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2024 was ratified by the vote set forth below:

For	Against	Abstain	Broker <br> Non-Votes
8,411,003,684	419,855,909	21,719,014	—

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<br> Non-Votes
5,878,960,949	1,687,781,127	25,569,339	1,260,267,192

A shareholder proposal requesting an additional board committee to oversee public policy was not approved, as set forth below:

For	Against	Abstain	Broker<br> Non-Votes
490,254,237	6,930,488,473	171,568,705	1,260,267,192

A shareholder proposal requesting an additional board committee to oversee the financial impact of policy positions was not approved, as set forth below:

For	Against	Abstain	Broker<br> Non-Votes
44,166,069	7,411,690,128	136,455,218	1,260,267,192

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

For	Against	Abstain	Broker<br> Non-Votes
1,248,281,806	6,184,374,303	159,655,306	1,260,267,192

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

For	Against	Abstain	Broker<br> Non-Votes
2,240,780,384	5,302,796,026	48,735,005	1,260,267,192

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

For	Against	Abstain	Broker<br> Non-Votes
2,221,121,179	5,338,238,279	32,951,957	1,260,267,192

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

For	Against	Abstain	Broker<br> Non-Votes
58,637,628	7,479,861,945	53,811,842	1,260,267,192

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

For	Against	Abstain	Broker<br> Non-Votes
1,764,453,585	5,774,937,195	52,920,635	1,260,267,192

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

For	Against	Abstain	Broker<br> Non-Votes
2,160,008,116	5,381,900,903	50,402,396	1,260,267,192

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

For	Against	Abstain	Broker<br> Non-Votes
2,398,484,693	5,141,991,512	51,835,210	1,260,267,192

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

For	Against	Abstain	Broker<br> Non-Votes
1,148,925,070	6,385,459,156	57,927,189	1,260,267,192

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

For	Against	Abstain	Broker<br> Non-Votes
1,436,306,088	6,092,329,924	63,675,403	1,260,267,192

A shareholder proposal requesting a policy to disclose directors’ political and charitable donations was not approved, as set forth below:

For	Against	Abstain	Broker<br> Non-Votes
76,686,634	7,483,638,673	31,986,108	1,260,267,192

A shareholder proposal requesting an additional board committee to oversee artificial intelligence was not approved, as set forth below:

For	Against	Abstain	Broker<br> Non-Votes
729,956,170	6,791,566,706	70,788,539	1,260,267,192

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

For	Against	Abstain	Broker<br> Non-Votes
2,356,031,178	5,185,496,222	50,784,015	1,260,267,192

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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/ Mark F. Hoffman
	Mark F. Hoffman
	Vice President and Secretary

Dated: May 24, 2024

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