Bylaw Amendment · Shareholder Vote

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 27, 2020 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. ☐   Table of Contents TABLE OF CONTENTS   ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. 3     ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. 3     ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. 5     SIGNATURES 6     EXHIBIT 3.1       EXHIBIT 3.2   Table of Contents ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. On May 27, 2020, the shareholders of Amazon.com, Inc. (the “Company”) approved an amendment to the Company’s Restated Certificate of Incorporation (the “Certificate”) to lower the stock ownership threshold from 30% to 25% for shareholders to request that the Company call a special meeting of shareholders. The Board of Directors of the Company approved a corresponding amendment to Section 2.2.2 of the Company’s Amended and Restated Bylaws (the “Bylaws”), effective May 28, 2020. This description of the amendments to the Certificate and the Bylaws is not complete and is qualified in its entirety by reference to the text of the Certificate and the Bylaws, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Form 8-K. ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. On May 27, 2020, 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   358,730,743   8,196,701   1,954,131   65,004,317 Rosalind G. Brewer   367,245,268   1,007,075   629,232   65,004,317 Jamie S. Gorelick   361,883,175   4,407,847   2,590,553   65,004,317 Daniel P. Huttenlocher   367,085,886   1,097,529   698,160   65,004,317 Judith A. McGrath   363,221,298   3,639,975   2,020,302   65,004,317 Indra K. Nooyi   366,888,067   1,340,374   653,134   65,004,317 Jonathan J. Rubinstein   365,093,290   3,083,630   704,655   65,004,317 Thomas O. Ryder   337,609,773   30,585,339   686,463   65,004,317 Patricia Q. Stonesifer   360,752,549   7,491,161   637,865   65,004,317 Wendell P. Weeks   365,887,030   2,312,118   682,427   65,004,317 The appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2020 was ratified by the vote set forth below: For   Against   Abstain   Broker Non-Votes 421,878,194   11,109,633   898,065   — 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 358,836,322   9,102,824   942,429   65,004,317 The amendment to our Certificate to lower the stock ownership threshold from 30% to 25% for shareholders to request a special meeting was approved by the vote set forth below: For   Against   Abstain   Broker Non-Votes 349,780,387   18,480,761   620,427   65,004,317 A shareholder proposal requesting a report on effects of food waste was not approved, as set forth below: For   Against   Abstain   Broker Non-Votes 116,962,195   247,667,816   4,251,564   65,004,317 3 Table of Contents 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 117,311,297   248,500,568   3,069,710   65,004,317 A shareholder proposal requesting a report on potential customer misuse of certain technologies was not approved, as set forth below: For   Against   Abstain   Broker Non-Votes 117,000,777   248,814,931   3,065,867   65,004,317 A shareholder proposal requesting a report on efforts to restrict certain products was not approved, as set forth below: For   Against   Abstain   Broker Non-Votes 127,815,408   238,031,481   3,034,686   65,004,317 A shareholder proposal requesting a mandatory independent board chair policy was not approved, as set forth below: For   Against   Abstain   Broker Non-Votes 59,580,412   297,823,276   11,477,887   65,004,317 A shareholder proposal requesting an alternative report on gender/racial pay was not approved, as set forth below: For   Against   Abstain   Broker Non-Votes 55,887,151   309,753,503   3,240,921   65,004,317 A shareholder proposal requesting a report on certain community impacts was not approved, as set forth below: For   Against   Abstain   Broker Non-Votes 22,446,883   342,993,280   3,441,412   65,004,317 A shareholder proposal requesting a report on viewpoint discrimination was not approved, as set forth below: For   Against   Abstain   Broker Non-Votes 5,530,109   360,515,412   2,836,054   65,004,317 A shareholder proposal requesting a report on promotion data was not approved, as set forth below: For   Against   Abstain   Broker Non-Votes 44,559,366   320,298,657   4,023,552   65,004,317 A shareholder proposal requesting an additional reduction in threshold for calling special shareholder meetings was not approved, as set forth below: For   Against   Abstain   Broker Non-Votes 135,083,275   232,676,983   1,121,317   65,004,317 4 Table of Contents A shareholder proposal requesting a specific supply chain report format was not approved, as set forth below: For   Against   Abstain   Broker Non-Votes 110,682,462   245,542,645   12,656,468   65,004,317 A shareholder proposal requesting additional reporting on lobbying was not approved, as set forth below: For   Against   Abstain   Broker Non-Votes 110,288,556   256,505,478   2,087,541   65,004,317 ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits.   Exhibit Number Description     3.1 Restated Certificate of Incorporation of the Company. 3.2 Amended and Restated Bylaws of the Company. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101). 5 Table of Contents 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 29, 2020 6