Amazon.com 8K Submission of Matters to a Vote of Security Holders

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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 its charter)

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)

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) of the 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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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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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

Amazon.com (AMZN) 8-KSubmission of Matters to a Vote of Security Holders