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 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. ¨     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 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   3 Table of Contents   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   4 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 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   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/ Mark F. Hoffman     Mark F. Hoffman     Vice President and Secretary   Dated: May 24, 2024   6