amzn-20230913

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

(Date of earliest event reported)

_________________________

(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)

(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.			☐

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On September 13, 2023, the Board of Directors of Amazon.com, Inc. (the “Company”) elected Brad D. Smith as a director of the Company, and also appointed him to the Audit Committee of the Board. Mr. Smith has served as President of Marshall University since January 2022. Mr. Smith served as Executive Chair of Intuit Inc., a business software company, from January 2019 to January 2022, President and Chief Executive Officer of Intuit from January 2008 to January 2019, and Chair of the board of directors of Intuit from January 2016 to January 2019. Mr. Smith has served as a director of Humana Inc. since September 2022. In connection with his election, Mr. Smith was granted a restricted stock unit award under the Company’s 1997 Stock Incentive Plan for 7,815 shares of common stock of the Company, to vest in three equal annual installments beginning on November 15, 2024, assuming continued service as a director. Mr. Smith also entered into an indemnification agreement with the Company in the same form as its other directors have entered, which is filed as an exhibit to Amendment No. 1, filed April 21, 1997, to the Company’s Registration Statement on Form S-1 (Registration No. 333-23795).

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: September 13, 2023


ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.			3

SIGNATURES			4