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 25, 2022 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     Table of Contents   ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.   On May 25, 2022, the shareholders of Amazon.com, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Company’s Restated Certificate of Incorporation (the “Certificate”) to effect a 20-for-1 split of the Company’s common stock and a proportionate increase in the number of authorized shares of common stock. The Amendment became effective upon its filing with the Secretary of State of the State of Delaware on May 27, 2022.   As previously announced, each Company shareholder of record at the close of business on May 27, 2022 will have 19 additional shares for every one share held as of such date reflected in their accounts on or about June 3, 2022. Trading is expected to begin on a split-adjusted basis on June 6, 2022.   This description of the Amendment is not complete and is qualified in its entirety by reference to the text of the Certificate, as amended and restated, a copy of which is filed as Exhibit 3.1 to this Form 8-K.   ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.   On May 25, 2022, 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   355,354,719   17,063,820   451,990   53,465,310 Andrew R. Jassy   369,656,151   2,717,030   497,348   53,465,310 Keith B. Alexander   367,975,690   3,686,608   1,208,231   53,465,310 Edith W. Cooper   368,728,492   3,553,846   588,191   53,465,310 Jamie S. Gorelick   361,054,790   10,789,448   1,026,291   53,465,310 Daniel P. Huttenlocher   346,211,515   25,018,621   1,640,393   53,465,310 Judith A. McGrath   290,390,396   81,802,511   677,622   53,465,310 Indra K. Nooyi   366,532,776   5,784,717   553,036   53,465,310 Jonathan J. Rubinstein   361,336,439   10,502,585   1,031,505   53,465,310 Patricia Q. Stonesifer   359,126,370   12,770,763   973,396   53,465,310 Wendell P. Weeks   367,079,373   4,606,224   1,184,932   53,465,310   The appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2022 was ratified by the vote set forth below:   For   Against   Abstain   Broker Non-Votes   410,571,386   14,981,071   783,382   —   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   208,213,120   163,510,060   1,147,349   53,465,310     The Amendment to the Certificate to effect a 20-for-1 split of the Company’s common stock and a proportionate increase in the number of authorized shares of common stock was approved by the vote set forth below:   For   Against   Abstain   Broker Non-Votes   424,725,250   1,099,939   510,650   —   3 Table of Contents   A shareholder proposal requesting a report on retirement plan options was not approved, as set forth below:   For   Against   Abstain   Broker Non-Votes   32,500,386   323,838,148   16,531,995   53,465,310   A shareholder proposal requesting a report on customer due diligence was not approved, as set forth below:   For   Against   Abstain   Broker Non-Votes   149,120,683   221,341,797   2,408,049   53,465,310   A shareholder proposal requesting an alternative director candidate policy was not approved, as set forth below:   For   Against   Abstain   Broker Non-Votes   82,592,694   288,823,065   1,454,770   53,465,310   A shareholder proposal requesting a report on packaging materials was not approved, as set forth below:   For   Against   Abstain   Broker Non-Votes   181,296,823   189,313,134   2,260,572   53,465,310   A shareholder proposal requesting a report on worker health and safety differences was not approved, as set forth below:   For   Against   Abstain   Broker Non-Votes   47,396,406   311,788,969   13,685,154   53,465,310   A shareholder proposal requesting additional reporting on risks associated with the use of certain contract clauses was not approved, as set forth below:   For   Against   Abstain   Broker Non-Votes   91,922,568   277,883,493   3,064,468   53,465,310   A shareholder proposal requesting a report on charitable contributions was not approved, as set forth below:   For   Against   Abstain   Broker Non-Votes   10,015,893   359,923,212   2,931,424   53,465,310   A shareholder proposal requesting alternative tax reporting was not approved, as set forth below:   For   Against   Abstain   Broker Non-Votes   64,702,796   305,060,237   3,107,496   53,465,310   A shareholder proposal requesting additional reporting on freedom of association was not approved, as set forth below:   For   Against   Abstain   Broker Non-Votes   143,829,190   225,841,301   3,200,038   53,465,310   4 Table of Contents   A shareholder proposal requesting additional reporting on lobbying was not approved, as set forth below:   For   Against   Abstain   Broker Non-Votes   175,351,802   195,721,490   1,797,237   53,465,310   A shareholder proposal requesting a policy requiring more director candidates than board seats was not approved, as set forth below:   For   Against   Abstain   Broker Non-Votes   3,037,944   367,390,195   2,442,390   53,465,310   A shareholder proposal requesting a report on warehouse working conditions was not approved, as set forth below:   For   Against   Abstain   Broker Non-Votes   163,081,744   207,204,341   2,584,444   53,465,310   A shareholder proposal requesting additional reporting on gender/racial pay was not approved, as set forth below:   For   Against   Abstain   Broker Non-Votes   106,835,184   263,888,171   2,147,174   53,465,310   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   150,732,906   219,746,074   2,391,549   53,465,310   A shareholder proposal presented at the Annual Meeting of Shareholders pursuant to the Company’s bylaws requesting that the Company end the use of productivity expectations and workplace monitoring was not approved, as set forth below:   For   Against   Abstain   Broker Non-Votes   914,148   371,956,370   10   53,465,310   ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.   (d) Exhibits.   Exhibit Number Description       3.1 Amended and Restated Certificate of Incorporation 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 27, 2022   6