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 26, 2021 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 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. 3 SIGNATURES 5 Table of Contents ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. On May 26, 2021, 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 343,971,682  17,712,002  730,927  60,606,450  Keith B. Alexander 360,134,978  1,745,991  533,642  60,606,450  Jamie S. Gorelick 353,523,812  6,643,491  2,247,308  60,606,450  Daniel P. Huttenlocher 357,485,338  4,379,227  550,046  60,606,450  Judith A. McGrath 352,913,358  9,018,613  482,640  60,606,450  Indra K. Nooyi 358,913,909  2,948,340  552,362  60,606,450  Jonathan J. Rubinstein 355,013,961  6,848,025  552,625  60,606,450  Thomas O. Ryder 348,050,199  13,814,239  550,173  60,606,450  Patricia Q. Stonesifer 350,562,042  11,368,429  484,140  60,606,450  Wendell P. Weeks 356,816,085  5,048,225  550,301  60,606,450  The appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2021 was ratified by the vote set forth below: For Against Abstain Broker Non-Votes 410,995,904 11,359,397 665,760 — 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 292,928,270 68,646,287 840,054 60,606,450 A shareholder proposal requesting a report on customer due diligence was not approved, as set forth below: For Against Abstain Broker Non-Votes 126,093,181 231,103,314 5,218,116 60,606,450 A shareholder proposal requesting a mandatory independent board chair policy was not approved, as set forth below: For Against Abstain Broker Non-Votes 52,557,765 299,204,942 10,651,904 60,606,450 A shareholder proposal requesting additional reporting on gender/racial pay was not approved, as set forth below: For Against Abstain Broker Non-Votes 93,415,729 267,093,612 1,905,270 60,606,450 3 Table of Contents A shareholder proposal requesting a report on promotion data was not approved, as set forth below: For Against Abstain Broker Non-Votes 64,913,836 294,816,522 2,684,253 60,606,450 A shareholder proposal requesting a report on packaging materials was not approved, as set forth below: For Against Abstain Broker Non-Votes 127,811,216 231,830,287 2,773,108 60,606,450 A shareholder proposal requesting a diversity and equity audit report was not approved, as set forth below: For Against Abstain Broker Non-Votes 158,884,190 200,719,903 2,810,518 60,606,450 A shareholder proposal requesting an alternative director candidate policy was not approved, as set forth below: For Against Abstain Broker Non-Votes 63,114,460 297,945,126 1,355,025 60,606,450 A shareholder proposal requesting a report on competition strategy and risk was not approved, as set forth below: For Against Abstain Broker Non-Votes 120,544,009 236,846,573 5,024,029 60,606,450 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 123,327,426 238,071,476 1,015,709 60,606,450 A shareholder proposal requesting additional reporting on lobbying was not approved, as set forth below: For Against Abstain Broker Non-Votes 125,796,239 234,754,900 1,863,472 60,606,450 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 122,673,640 234,690,392 5,050,579 60,606,450 4 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 28, 2021 5