UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
_________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 28, 2021
Date of Report
(Date of earliest event reported)
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AMAZON.COM, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 000-22513 | | 91-1646860 |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
410 Terry Avenue North, Seattle, Washington 98109-5210
(Address of principal executive offices, including Zip Code)
(206) 266-1000
(Registrant’s telephone number, including area code)
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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:
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| ☐ | 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) of the Act:
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| 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 |
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| 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 | ☐ |
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| 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. | ☐ |
TABLE OF CONTENTS
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
In connection with Andrew R. Jassy’s promotion to President and Chief Executive Officer of Amazon.com, Inc. (the “Company”), which will occur on July 5, 2021, the Board of Directors elected Mr. Jassy as a director of the Company effective as of the date he becomes President and Chief Executive Officer. In connection with Mr. Jassy’s promotion, the Company approved a restricted stock unit award under the Company’s 1997 Stock Incentive Plan with respect to 61,000 shares of common stock of the Company, which will be granted as of the date Mr. Jassy becomes President and Chief Executive Officer and vest over ten years, and approved providing Mr. Jassy with appropriate security arrangements. Mr. Jassy also is entering into an indemnification agreement with the Company in the same form as its other directors have entered, which is filed as an exhibit to Amendment No. 1, filed April 21, 1997, to the Company’s Registration Statement on Form S-1 (Registration No. 333-23795).
Mr. Jassy joined the Company in 1997 and has held numerous leadership roles across the Company. He has led Amazon Web Services since its inception as Senior Vice President from April 2006 until April 2016 and as its CEO since April 2016.
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.
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| AMAZON.COM, INC. (REGISTRANT) |
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| By: | /s/ David A. Zapolsky |
| | David A. Zapolsky |
| | Senior Vice President |
Dated: July 2, 2021
