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 24, 2023   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 6   Table of Contents   ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.   On May 24, 2023, 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     6,980,639,941       367,108,287       20,661,618       1,298,652,951   Andrew R. Jassy     7,283,404,084       72,396,902       12,608,860       1,298,652,951   Keith B. Alexander     7,228,610,746       124,509,220       15,289,880       1,298,652,951   Edith W. Cooper     5,973,207,683       1,374,647,815       20,554,348       1,298,652,951   Jamie S. Gorelick     7,063,104,316       290,448,441       14,857,089       1,298,652,951   Daniel P. Huttenlocher     5,951,607,777       1,395,865,502       20,936,567       1,298,652,951   Judith A. McGrath     5,236,121,158       2,112,024,911       20,263,777       1,298,652,951   Indra K. Nooyi     7,180,632,749       134,049,727       53,727,370       1,298,652,951   Jonathan J. Rubinstein     7,071,567,313       281,676,345       15,166,188       1,298,652,951   Patricia Q. Stonesifer     7,004,215,383       349,470,037       14,724,426       1,298,652,951   Wendell P. Weeks     7,241,737,701       111,441,435       15,230,710       1,298,652,951     The appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2023 was ratified by the vote set forth below:   For   Against   Abstain   Broker Non-Votes    8,361,401,059    287,140,557    18,521,181   —   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    5,020,199,106    2,322,673,390    25,537,350    1,298,652,951   An advisory vote on the frequency of future advisory votes on executive compensation received the following votes:   One Year   Two Years   Three Years   Abstain   Broker Non-Votes    7,270,477,259    11,671,932    67,529,229    18,731,426    1,298,652,951   In light of these voting results, the Company plans to hold future advisory votes on executive compensation annually until the next required vote on the frequency of such advisory votes, or until the Board of Directors of the Company otherwise determines that a different frequency is in the best interests of the Company and its shareholders.   The Company’s 1997 Stock Incentive Plan, as amended and restated, was reapproved for purposes of French tax law, as set forth below:   For   Against   Abstain   Broker Non-Votes   6,869,340,693   480,249,860   18,819,293   1,298,652,951   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   490,423,709   6,284,800,004   593,186,133   1,298,652,951   A shareholder proposal requesting a report on customer due diligence was not approved, as set forth below:   For   Against   Abstain   Broker Non-Votes   2,498,413,873   4,811,115,673   58,880,300   1,298,652,951   A shareholder proposal requesting reporting on content and product removal/restrictions was not approved, as set forth below:   For   Against   Abstain   Broker Non-Votes   754,724,764   6,436,676,008   177,009,074   1,298,652,951   A shareholder proposal requesting a report on content removal requests was not approved, as set forth below:   For   Against   Abstain   Broker Non-Votes   117,299,300   7,173,178,675   77,931,871   1,298,652,951   A shareholder proposal requesting additional reporting on stakeholder impacts was not approved, as set forth below:   For   Against   Abstain   Broker Non-Votes   1,988,671,364   5,130,034,783   249,703,699   1,298,652,951   A shareholder proposal requesting alternative tax reporting was not approved, as set forth below:   For   Against   Abstain   Broker Non-Votes   1,293,326,053   6,014,635,870   60,447,923   1,298,652,951   A shareholder proposal requesting additional reporting on climate lobbying was not approved, as set forth below:   For   Against   Abstain   Broker Non-Votes   1,734,559,291   5,532,969,634   100,880,921   1,298,652,951   A shareholder proposal requesting additional reporting on gender/racial pay was not approved, as set forth below:   For   Against   Abstain   Broker Non-Votes   2,138,766,104   5,174,973,947   54,669,795   1,298,652,951   A shareholder proposal requesting an analysis of costs associated with diversity, equity, and inclusion programs was not approved, as set forth below:   For   Against   Abstain   Broker Non-Votes   60,804,059   7,256,490,940   51,114,847   1,298,652,951   A shareholder proposal requesting an amendment to our bylaws to require shareholder approval for certain future amendments was not approved, as set forth below:   For   Against   Abstain   Broker Non-Votes   844,044,010   6,473,633,410   50,732,426   1,298,652,951   4 Table of Contents   A shareholder proposal requesting additional reporting on freedom of association was not approved, as set forth below:   For   Against   Abstain   Broker Non-Votes   2,551,640,467   4,757,532,187   59,237,192   1,298,652,951   A shareholder proposal requesting a new policy regarding our executive compensation process was not approved, as set forth below:   For   Against   Abstain   Broker Non-Votes   476,336,491   6,798,711,183   93,362,172   1,298,652,951   A shareholder proposal requesting additional reporting on animal welfare standards was not approved, as set forth below:   For   Against   Abstain   Broker Non-Votes   410,038,754   6,878,186,316   80,184,776   1,298,652,951   A shareholder proposal requesting an additional Board committee was not approved, as set forth below:   For   Against   Abstain   Broker Non-Votes   462,033,238   6,819,293,663   87,082,945   1,298,652,951   A shareholder proposal requesting an alternative director candidate policy was not approved, as set forth below:   For   Against   Abstain   Broker Non-Votes   1,349,994,843   5,968,467,387   49,947,616   1,298,652,951   A shareholder proposal requesting a report on warehouse working conditions was not approved, as set forth below:   For   Against   Abstain   Broker Non-Votes    2,590,684,742    4,722,460,838    55,264,266    1,298,652,951   A shareholder proposal requesting a report on packaging materials was not approved, as set forth below:   For   Against   Abstain   Broker Non-Votes    2,345,678,911    4,921,660,303    101,070,632    1,298,652,951   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    2,739,606,457    4,569,643,496    59,159,893    1,298,652,951   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 26, 2023   6