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Voting Items
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Board’s Voting
Recommendation |
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More Information
Beginning on Page |
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| 1. Election of 11 directors | | |
FOR
(each nominee) |
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2. Ratification of Ernst & Young as independent auditors
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FOR
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3. Advisory vote to approve executive compensation
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FOR
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4.
Advisory vote on the frequency of future advisory votes on executive compensation
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ONE YEAR
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5.
Reapproval of our 1997 Stock Incentive Plan, as amended and restated, for purposes of French tax law
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FOR
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| 6-23. Shareholder proposals | | |
AGAINST
(each proposal) |
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To express our appreciation for your participation, Amazon will make a $1 charitable donation to Feeding America on behalf of every shareholder account that votes.
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•
Our executive compensation philosophy focuses on the true long-term success of our business, not on isolated one-, two-, or three-year goals that encompass only a limited and selective portion of our objectives and that can reward executives with above-target payouts even when the stock price remains flat or declines.
•
Our emphasis on periodic grants of time-vested restricted stock units that vest over the long term strongly aligns our executives’ compensation with the returns we deliver to shareholders. For example, our CEO’s Compensation Actually Paid (as defined by the SEC) for 2022 was negative $148 million, largely attributable to the 2022 decline in value of restricted stock units scheduled to vest over the next 8 years, while his 2022 realized compensation declined by 25% from 2021.
•
Following our 2022 Annual Meeting of Shareholders, at which 56% of the votes cast supported our advisory vote to approve the compensation of our named executive officers, we engaged in extensive outreach to our shareholders, with the Chair of the Leadership Development and Compensation Committee holding one-on-one or small group meetings with most of our 20 largest shareholders. The Committee did not grant any equity awards to our CEO during 2022, and our Compensation Discussion and Analysis addresses other questions and concerns with respect to our named executives’ 2021 compensation.
•
Having considered other approaches to structuring executive compensation arrangements, we remain committed to the structure of our executive compensation because it has worked effectively, having allowed us to:
✓
attract and retain incredibly talented people who have guided our business through countless challenges;
✓
develop our business in ways that we could not have conceived a few years earlier, including initiatives that later became AWS, Kindle, Alexa, Fulfillment by Amazon, Marketplace, and Prime Video;
✓
make long-term commitments to sustainability and other environmental, social, and human capital initiatives and goals; and
✓
drive strong long-term returns to our shareholders.
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•
We have a single class of common stock with equal voting rights, such that one share equals one vote.
•
We have a declassified board, meaning all of our directors are elected annually.
•
We have a majority voting standard for the election of directors whenever the number of nominees does not exceed the number of directors to be elected.
•
We have a lead independent director appointed by the independent directors to promote independent leadership of the Board.
•
Our directors reflect our commitment to diversity, with five women and two directors from underrepresented racial/ethnic groups.
•
The Board actively oversees our numerous environmental, sustainability, social, and corporate governance policies and initiatives, receives periodic reports on and discusses our enterprise risk assessments, and reviews shareholder feedback on these topics as we evolve our practices and disclosures.
•
We have robust stock ownership guidelines for our directors.
•
We engage year-round with our shareholders and other stakeholders, and our lead director and other independent directors periodically meet with our large and long-term shareholders.
•
Our Board has significant interaction with and access to senior management and other employees.
•
Our Board and the Leadership Development and Compensation Committee annually review executive succession planning.
•
Our Board and individual directors conduct annual peer performance evaluations.
•
We prohibit hedging, speculative, and derivative security transactions by directors, executive officers, and other senior employees.
•
Shareholders owning at least 25% of our outstanding shares have the right to call a special meeting of the shareholders.
•
Shareholders have a proxy access right on market-standard terms.
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Date and Time
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Virtual Meeting Site
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| Wednesday, May 24, 2023 9:00 a.m., Pacific Time |
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www.virtualshareholdermeeting.com/AMZN2023
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Items of Business: |
| | Our Board of Directors Recommends You Vote: |
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•
To elect the eleven directors named in the Proxy Statement to serve until the next Annual Meeting of Shareholders or until their respective successors are elected and qualified
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FOR the election of each director nominee
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•
To ratify the appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2023
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FOR the ratification of the appointment
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•
To conduct an advisory vote to approve our executive compensation
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FOR approval, on an advisory basis
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•
To conduct an advisory vote on the frequency of future advisory votes on executive compensation
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ONE YEAR, on an advisory basis
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•
To reapprove our 1997 Stock Incentive Plan, as amended and restated (the “1997 Plan”), for purposes of French tax law
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FOR the reapproval of the 1997 Plan
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•
To consider and act upon the shareholder proposals described in the Proxy Statement, if properly presented at the Annual Meeting
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AGAINST
each of the shareholder proposals |
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•
To transact such other business as may properly come before the meeting or any adjournment or postponement thereof
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VOTE BY INTERNET Shares Held of Record: http://www.proxyvote.com |
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VOTE BY QR CODE
Shares Held of Record: See Proxy Card |
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VOTE BY TELEPHONE
Shares Held of Record: 800-690-6903 |
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Shares Held in Street Name:
See Notice of Internet Availability or Voting Instruction Form |
| | |
Shares Held in Street Name:
See Notice of Internet Availability or Voting Instruction Form |
| | |
Shares Held in Street Name:
See Voting Instruction Form |
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•
Jeffrey P. Bezos
•
Andrew R. Jassy
•
Keith B. Alexander
•
Edith W. Cooper
•
Jamie S. Gorelick
•
Daniel P. Huttenlocher
|
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•
Judith A. McGrath
•
Indra K. Nooyi
•
Jonathan J. Rubinstein
•
Patricia Q. Stonesifer
•
Wendell P. Weeks
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Why We Recommend You Support This Proposal
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•
We have the appropriate mix of skills, qualifications, backgrounds, and tenures on the Board to support and help drive the Company’s long-term performance.
•
Our directors reflect our commitment to diversity, with five women and two directors from underrepresented racial/ethnic groups.
•
The Board actively oversees our numerous environmental, sustainability, social, and corporate governance policies and initiatives, receives periodic reports on and discusses our enterprise risk assessments, and reviews shareholder feedback on these topics as we evolve our practices and disclosures.
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The Board of Directors recommends a vote “FOR” each nominee.
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![]() Jeffrey P. Bezos
Founder and Executive Chair of
Amazon |
| | |
Background
Mr. Bezos has been Chair of the Board since founding the Company in 1994. Prior to becoming Executive Chair in July 2021, he served as Chief Executive Officer from May 1996 to July 2021 and as President from founding until June 1999 and again from October 2000 to July 2021.
Qualifications and Skills
Mr. Bezos’s individual qualifications and skills as a director include his customer-focused point of view, his willingness to encourage invention, his long-term perspective, and his ongoing contributions as founder and Executive Chair.
Mr. Bezos serves as Executive Chair of the Bezos Earth Fund, which he founded with a commitment of $10 billion to be disbursed as grants within the current decade to fight climate change and protect nature. Mr. Bezos also founded the Bezos Day One Fund, a $2 billion commitment to focus on making meaningful and lasting impacts in two areas: funding existing non-profits that help families experiencing homelessness and creating a network of new, non-profit tier-one preschools in low-income communities. Finally, Mr. Bezos founded Blue Origin with the vision of enabling a future where millions of people are living and working in space for the benefit of Earth, and owns The Washington Post, a major U.S. newspaper dedicated to the principles of a free press and winner of 70 Pulitzer Prizes.
|
| ||||||
|
Age: 59 |
| |
Director since:
July 1994 |
| | |
Board committees:
None |
| |
Other current public company boards:
None |
|
|
|
![]() Andrew R. Jassy
President and
CEO of Amazon |
| | |
Background
Mr. Jassy has been President and Chief Executive Officer of the Company since July 2021. He founded and led Amazon Web Services since its inception, serving as its CEO from April 2016 to July 2021 and its Senior Vice President from April 2006 until April 2016. Mr. Jassy joined the Company in 1997, and, prior to founding AWS, he held various leadership roles across the Company, including both business-to-business and business-to-consumer.
Mr. Jassy has served as a trustee and sponsor of Rainier Scholars, a program that offers a pathway to college graduation and career success for underrepresented students of color, since 2011, and serves as Chair and is a founding member of the board of directors of Rainier Prep, a charter middle school committed to college and career readiness for limited-income and immigrant students and students of color.
Qualifications and Skills
Mr. Jassy’s individual qualifications and skills as a director include his customer-focused point of view, his long-term perspective, his deep understanding of Amazon’s business and culture, his in-depth knowledge of human capital management issues, including oversight of workplace environment and culture, administration of diversity and inclusion initiatives, and implementation of policies and practices to promote employee engagement and effectiveness, and his ongoing contributions as President and CEO.
|
| ||||||
|
Age: 55 |
| |
Director since:
July 2021 |
| | |
Board committees:
None |
| |
Other current public company boards:
None |
|
|
|
![]() General (Ret.) Keith B. Alexander
CEO, President, and
Chair of IronNet |
| | |
Background
General (Ret.) Keith B. Alexander has been Chief Executive Officer, President, and Chair of IronNet, Inc. (“IronNet”), a cybersecurity technology company he founded, since 2014. Gen. Alexander served as the Commander of U.S. Cyber Command from May 2010 to March 2014 and was Director of the National Security Agency and Chief of the Central Security Service from August 2005 to March 2014.
Gen. Alexander served as a director of CSRA, Inc. from November 2015 to April 2018.
Qualifications and Skills
Gen. Alexander’s individual qualifications and skills as a director include his leadership and public policy experience as a high-ranking military official responsible for intelligence and national security affairs, through which he gained experience with emerging technologies and cybersecurity. Gen. Alexander further honed his entrepreneurial and commercial experience and customer experience skills in his role at IronNet.
|
| ||||||
|
Age:
71 |
| |
Director since:
September 2020 |
| | |
Board committees:
Audit |
| | Other current public company boards: IronNet, Inc. | |
|
|
![]() Edith W. Cooper
Co-Founder of Medley Living, Inc. and Former EVP of Goldman Sachs
|
| | |
Background
Ms. Cooper is a co-founder of Medley Living, Inc., a membership-based community for personal and professional growth that launched in September 2020. In addition, Ms. Cooper served as Executive Vice President, Global Head of Human Capital Management of Goldman Sachs Group, Inc. (“Goldman Sachs”) from March 2008 to December 2017. Previously at Goldman Sachs, Ms. Cooper led various client franchise businesses for the firm.
Ms. Cooper has served as a director of PepsiCo, Inc. since September 2021, a director of MSD Acquisition Corp. since March 2021, a director of EQT AB from October 2018 to June 2022, a director of Etsy, Inc. from April 2018 to September 2021, and a director of Slack Technologies, Inc. from January 2018 to July 2021. Ms. Cooper has also served as a trustee of the Museum of Modern Art since 2017, as a member of the Museum Council of the Smithsonian National Museum of African American History and Culture since 2018, and as a trustee of Mount Sinai Health Systems, Institute for Health Equity Research, an organization dedicated to addressing longstanding disparities in health and health care, since 2017.
Qualifications and Skills
Ms. Cooper’s individual qualifications and skills as a director include her leadership, finance, and human capital management experience, including as a longtime senior executive at Goldman Sachs, through which she gained experience with talent development, recruiting, retention, and workplace culture, as well as her customer experience skills.
|
| ||||||
|
Age:
61 |
| |
Director since:
September 2021 |
| | |
Board committees:
Leadership Development and Compensation |
| |
Other current public company boards:
MSD Acquisition Corp., PepsiCo, Inc. |
|
|
|
![]() Jamie S. Gorelick
Partner with Wilmer Cutler
Pickering Hale and Dorr LLP |
| | |
Background
Ms. Gorelick has been a partner with the law firm Wilmer Cutler Pickering Hale and Dorr LLP since July 2003. She has held numerous positions in the U.S. government, serving as Deputy Attorney General of the United States, General Counsel of the Department of Defense, Assistant to the Secretary of Energy, and a member of the bipartisan National Commission on Terrorist Threats Upon the United States.
Ms. Gorelick has served as a director of VeriSign, Inc. since January 2015, a director of United Technologies Corporation from February 2000 to December 2014, and a director of Schlumberger Limited from April 2002 to June 2010. Ms. Gorelick has also served as Chair of the Urban Institute, the United States’ leading research organization dedicated to developing evidence-based insights that improve people’s lives and strengthen communities, since 2014 and as a director since 2004. She was one of the founding supporters and a long-time board member of the Washington Legal Clinic for the Homeless and served on the board of the National Women’s Law Center.
Qualifications and Skills
Ms. Gorelick’s individual qualifications and skills as a director include her experience as a lawyer, her leadership experience in senior governmental positions, including experience with regulatory and compliance matters, her corporate governance experience, as well as her customer experience skills and skills relating to public policy and financial statement and accounting matters. Ms. Gorelick also has deep experience addressing diversity, equity, and inclusion, both on a policy level and in practice in the workplace, through her work advising companies and institutions on anti-harassment, non-discrimination, and gender and race issues, and is sought as a counselor on climate, environmental regulation, and environmental justice issues.
|
| ||||||
|
Age: 72 |
| |
Director since:
February 2012 |
| | |
Board committees:
Nominating and Corporate Governance (Chair) |
| |
Other current public company boards:
VeriSign, Inc. |
|
|
|
![]() Daniel P. Huttenlocher
Dean of MIT Schwarzman College
of Computing |
| | |
Background
Mr. Huttenlocher has been the Dean of MIT Schwarzman College of Computing since August 2019. He served as Dean and Vice Provost, Cornell Tech at Cornell University from 2012 to July 2019 and worked for Cornell University from 1988 to 2012 in various positions.
Mr. Huttenlocher has served as a director of Corning Incorporated since February 2015. Mr. Huttenlocher also served on the board of the John D. and Catherine T. MacArthur Foundation from 2010 to 2022, including as its chair from 2018 to 2022.
Qualifications and Skills
Mr. Huttenlocher’s individual qualifications and skills as a director include his experience as an internationally recognized computer scientist and in senior positions at MIT and Cornell University, both leading universities, Cornell Tech, a research, technology commercialization, and graduate-level educational facility, and the Xerox Palo Alto Research Center, a technology research facility, through which he gained experience with emerging technologies, as well as his customer experience skills.
|
| ||||||
|
Age:
64 |
| |
Director since:
September 2016 |
| | |
Board committees:
Leadership Development and Compensation |
| |
Other current public company boards:
Corning Incorporated |
|
|
|
![]() Judith A. McGrath
Former Chair and CEO
of MTV Networks |
| | |
Background
Ms. McGrath served as Chair and Chief Executive Officer of MTV Networks Entertainment Group worldwide, a division of Viacom, Inc., including Comedy Central and Nickelodeon, from July 2004 until May 2011. She was part of the original founding and launch team for MTV in 1981. Subsequent to leaving Viacom, Ms. McGrath formed a multi-media joint venture with Sony Music Entertainment called Astronauts Wanted: No Experience Necessary, identifying and creating content with emerging digital media talent, at which Ms. McGrath served as President from June 2013 to March 2018 and continued as a senior advisor from March 2018 to December 2019.
Ms. McGrath served as a board member of the American Red Cross from 2011 until 2014, and has served on the board of the Rock and Roll Hall of Fame since 2007.
Qualifications and Skills
Ms. McGrath’s individual qualifications and skills as a director include her leadership and multimedia operations experience as a longtime senior executive of MTV Networks Entertainment Group, through which she gained experience with content creation, advertising, and content distribution, as well as her customer experience skills. As CEO of MTV, Ms. McGrath was responsible for the compensation strategy for over 12,000 employees, diversity and inclusion initiatives for the employee population, and launching new multimedia brands like LOGO, a cable channel dedicated to lifestyle and entertainment aimed at the LGBTQ+ consumer. Ms. McGrath further honed her digital and entrepreneurial experience with global customers in her role at Astronauts Wanted: No Experience Necessary.
|
| ||||||
|
Age:
70 |
| |
Director since:
July 2014 |
| | |
Board committees:
Leadership Development and Compensation (Chair) |
| |
Other current public company boards:
None |
|
|
|
![]() Indra K. Nooyi
Former Chair and CEO
of PepsiCo, Inc. |
| | |
Background
Mrs. Nooyi was the Chief Executive Officer of PepsiCo, Inc., a multinational food, snack, and beverage company, from October 2006 to October 2018, where she also served as the Chair of its board of directors from May 2007 to February 2019. She was elected to PepsiCo’s board of directors and became its President and Chief Financial Officer in 2001, and held leadership roles in finance and corporate strategy and development after joining PepsiCo in 1994.
Mrs. Nooyi has served as a director of Royal Philips since May 2021 and a director of Schlumberger Limited from April 2015 to April 2020. Mrs. Nooyi has also served as a trustee of The Asia Society, a global non-profit organization forging closer ties with Asia through arts, education, policy, and business outreach, since 2014; as a director of Partnership for Public Service, a non-profit, nonpartisan organization that strives for a more effective government for the American people, since 2019; as a trustee of Memorial Sloan Kettering Cancer Center, the world’s oldest and largest private cancer center, since 2020; and as a trustee of the National Gallery of Art since 2021.
Qualifications and Skills
Mrs. Nooyi’s individual qualifications and skills as a director include her leadership experience as a longtime senior executive at a large corporation with international operations, through which she gained experience with consumer-focused product development, international operations, and marketing issues, as well as her customer experience skills and skills relating to financial statement and accounting matters when she was CFO. At PepsiCo, Mrs. Nooyi was the architect of Performance with Purpose (“PwP”), a strategy focused on delivering financial performance while shifting the company’s portfolio to healthier products (human sustainability), reducing water use and the company’s carbon footprint and moving to a closed loop plastics system (environmental sustainability), and creating an environment at PepsiCo where all employees could be supported as associates and family builders/nurturers (talent sustainability). Mrs. Nooyi’s PwP was lauded for advancing environmental issues, implementing excellent governance, and sensible people practices.
|
| ||||||
| Age: 67 |
| | Director since: February 2019 |
| | |
Board committees:
Audit (Chair) |
| | Other current public company boards: Royal Philips |
|
|
|
![]() Jonathan J. Rubinstein
Former co-CEO of Bridgewater
Associates, LP |
| | |
Background
Mr. Rubinstein was co-CEO of Bridgewater Associates, LP, a global investment management firm, from May 2016 to April 2017. Previously, Mr. Rubinstein was Senior Vice President, Product Innovation, for the Personal Systems Group at the Hewlett-Packard Company (“HP”), a multinational information technology company, from July 2011 to January 2012, and served as Senior Vice President and General Manager, Palm Global Business Unit, at HP from July 2010 to July 2011. Mr. Rubinstein was Chief Executive Officer and President of Palm, Inc., a smartphone manufacturer, from June 2009 until its acquisition by HP in July 2010, and Chair of the Board of Palm, Inc. from October 2007 through the acquisition. Prior to joining Palm, Mr. Rubinstein was a Senior Vice President at Apple Inc., also serving as the General Manager of the iPod Division.
Mr. Rubinstein has served as the lead director of Robinhood Markets, Inc. since May 2021 and a director of Qualcomm Incorporated from May 2013 to May 2016.
Qualifications and Skills
Mr. Rubinstein’s individual qualifications and skills as a director include his leadership and technology experience as a senior executive at large financial and technology companies, through which he gained experience with hardware devices and emerging technologies, as well as his customer experience skills and skills relating to financial statement and accounting matters. Mr. Rubinstein also has deep experience addressing human capital management issues, including oversight of workplace environment and culture, as well as in-depth knowledge of diversity, equity, and inclusion matters and environmental issues, through his roles as a senior executive and director at numerous technology and finance companies.
|
| ||||||
|
Age:
66 |
| |
Director since:
December 2010 |
| | |
Board committees:
Nominating and Corporate Governance |
| |
Other current public company boards:
Robinhood Markets, Inc. |
|
|
|
![]() Patricia Q. Stonesifer
Former President and CEO of
Martha’s Table |
| | |
Background
Ms. Stonesifer served as the President and CEO of Martha’s Table, a non-profit, from April 2013 to March 2019. She served as Chair of the Board of Regents of the Smithsonian Institution from January 2009 to January 2012 and as Vice Chair from January 2012 to January 2013. From September 2008 to January 2012, she served as senior advisor to the Bill and Melinda Gates Foundation, a private philanthropic organization, where she was Chief Executive Officer from January 2006 to September 2008 and President and Co-chair from June 1997 to January 2006. Since September 2009, she has also served as a private philanthropy advisor. From 1988 to 1997, she worked in many roles at Microsoft Corporation, including as a Senior Vice President of the Interactive Media Division, and also served as the Chairwoman of the Gates Learning Foundation from 1997 to 1999.
Ms. Stonesifer has served as a trustee of The Rockefeller Foundation, a private foundation dedicated to promoting the well-being of humanity throughout the world, since 2019 and as a member of the Board of Directors of Co-Impact, a global philanthropic collaborative supporting locally-rooted coalitions working to achieve impact at scale in Africa, Asia, and Latin America, since 2022. She also served as a member of the Museum Council of the Smithsonian National Museum of African American History and Culture from 2012 to 2020 and has been an emeritus member of the Museum Council since 2021. Ms. Stonesifer has been a member of the Board of Advisors of TheDream.US, a college access and success program for immigrant students, since 2020.
Qualifications and Skills
Ms. Stonesifer’s individual qualifications and skills as a director include her leadership experience as a senior executive at the Bill and Melinda Gates Foundation and at Microsoft, through which she gained experience with emerging technologies and consumer-focused product development and marketing issues, her knowledge of Amazon from having served as a director since 1997, her experience with non-profits from her leadership of Martha’s Table and the Bill and Melinda Gates Foundation, as well as her customer experience skills and skills relating to public policy and financial statement and accounting matters.
|
| ||||||
|
Age:
66 |
| |
Director since:
February 1997 |
| | |
Board committees:
Nominating and Corporate Governance |
| |
Other current public company boards:
None |
|
|
|
![]() Wendell P. Weeks
Chairman and CEO of
Corning Incorporated |
| | |
Background
Mr. Weeks has been the Chief Executive Officer of Corning Incorporated, a glass and materials science innovator, since April 2005 and Chairman of the board of directors since April 2007. He has also held a variety of financial, commercial, business development, and general management positions across Corning’s Market-Access Platforms and technologies since he joined the company in 1983.
Mr. Weeks has served on the Board of Trustees for the Corning Museum of Glass, which is dedicated to enriching and engaging local and global communities by sharing knowledge, collections, programs, facilities, and resources, since 2001. He also currently serves on the Board of Trustees for the Institute for Advanced Study and is a member of the Liveris Academy Honorary Board. He also served as a director of Merck & Co., Inc. from February 2004 to May 2020.
Qualifications and Skills
Mr. Weeks’s individual qualifications and skills as a director include his leadership and operations experience as a senior executive at a large, multinational corporation, experience with restructuring, emerging technologies, and product development, including his experience having earned 34 U.S. patents, as well as his customer experience skills and skills relating to financial statement and accounting matters. Mr. Weeks’s qualifications and skills also include his oversight of climate change initiatives in the areas of clean air and renewable energy, including overseeing Corning’s creation of new products in glass and ceramics vital to industry transformation, and his knowledge of diversity, equity, and inclusion initiatives through his experience launching Corning’s Office of Racial Equality and Social Unity, which is responsible for advancing community partnerships to support school diversity, community activism, and economic growth.
|
| ||||||
| Age: 63 |
| | Director since: February 2016 |
| | |
Board committees:
Audit |
| | Other current public company boards: Corning Incorporated |
|
|
|
Board Diversity Matrix (As of April 13, 2023)
|
| ||||||||||||
|
Total Number of Directors
|
| |
11
|
| |||||||||
| | | |
Female
|
| |
Male
|
| ||||||
|
Directors
|
| |
5
|
| |
6
|
| ||||||
|
Number of Directors Who Identify in Any of the Categories Below:
|
| | | | | | | | | | | | |
| African American or Black | | | | | 1 | | | | | | — | | |
| Asian | | | | | 1 | | | | | | — | | |
| White | | | | | 3 | | | | | | 6 | | |
|
Tenure on Board
|
| |
Number of Director Nominees
|
| |||
| More than 10 years | | | | | 4 | | |
| 6-10 years | | | | | 3 | | |
| 5 years or less | | | | | 4 | | |
|
Name
|
| |
Audit
Committee |
| |
Leadership
Development and Compensation Committee |
| |
Nominating
and Corporate Governance Committee |
|
|
Jeffrey P. Bezos
|
| | | | | | | | | |
|
Andrew R. Jassy
|
| | | | | | | | | |
|
Keith B. Alexander
|
| |
![]() |
| | | | | | |
|
Edith W. Cooper
|
| | | | |
![]() |
| | | |
|
Jamie S. Gorelick
|
| | | | | | | |
![]() |
|
|
Daniel P. Huttenlocher
|
| | | | |
![]() |
| | | |
|
Judith A. McGrath
|
| | | | |
![]() |
| | | |
|
Indra K. Nooyi
|
| |
![]() |
| | | | | | |
|
Jonathan J. Rubinstein
|
| | | | | | | |
![]() |
|
|
Patricia Q. Stonesifer
|
| | | | | | | |
![]() |
|
|
Wendell P. Weeks
|
| |
![]() |
| | | | | | |
|
Total Meetings in 2022
|
| |
7
|
| |
7
|
| |
5
|
|
|
Recent Focus Areas
During the past year, the Audit Committee met with management and reviewed matters that included:
•
the Company’s risk assessment and compliance functions;
•
data privacy;
•
policies, procedures, and reports on political contributions and lobbying expenses;
•
treasury and investment matters;
•
tax matters;
•
accounting industry issues;
•
the performance of our internal audit function;
•
the reappointment of our independent auditor; and
•
pending litigation.
The Audit Committee annually reviews the Company’s U.S. Political Engagement Policy and Statement and a report on the Company’s public policy expenditures. The Audit Committee also met with the auditors to review the scope and results of the auditor’s annual audit and quarterly reviews of the Company’s financial statements.
|
|
| | |
|
Recent Focus Areas
During the past year, the Leadership Development and Compensation Committee met with management and reviewed matters that included:
•
the design, amounts, and effectiveness of the Company’s compensation of senior executives;
•
management succession planning;
•
the Company’s benefit and compensation programs;
•
the Company’s human resources programs, including review of workplace discrimination and harassment reports, worker health and safety and workplace conditions, and diversity, equity, and inclusion matters; and
•
feedback from the Company’s shareholder engagement.
|
|
| | |
|
Recent Focus Areas
During the past year, the Nominating and Corporate Governance Committee met with management and reviewed matters that included:
•
the Board’s composition, diversity, and skills in the context of identifying and evaluating new director candidates to join the Board;
•
the Board’s recruitment and self-evaluation processes;
•
Board compensation;
•
Board Committee membership and qualifications;
•
consideration of the Company’s policies and initiatives regarding the environment and sustainability, corporate social responsibility, and corporate governance;
•
review of recent public policy and public relations initiatives; and
•
feedback from the Company’s shareholder engagement.
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| | |
|
Name
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| |
Stock Awards(1)
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| |||
|
Jeffrey P. Bezos(2)
|
| | | $ | — | | |
| Andrew R. Jassy(2) | | | |
|
—
|
| |
| Keith B. Alexander(3) | | | |
|
—
|
| |
| Edith W. Cooper(4) | | | |
|
—
|
| |
| Jamie S. Gorelick(5) | | | |
|
—
|
| |
| Daniel P. Huttenlocher(6) | | | |
|
898,478
|
| |
| Judith A. McGrath(7) | | | |
|
—
|
| |
| Indra K. Nooyi(8) | | | |
|
881,108
|
| |
| Jonathan J. Rubinstein(6) | | | |
|
898,478
|
| |
| Patricia Q. Stonesifer(6) | | | |
|
898,478
|
| |
| Wendell P. Weeks(9) | | | |
|
—
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| |
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Why We Recommend You Support This Proposal
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•
The Audit Committee undertakes a robust evaluation process each year to confirm that the retention of E&Y as our independent auditor continues to be in our shareholders’ best interests.
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E&Y has served as our independent auditor since 1996, which provides the firm with a deep understanding, and the ability to handle the breadth and complexity, of our business.
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E&Y provides only limited services other than audit and audit-related services.
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The Board of Directors recommends a vote “FOR” ratification of the appointment of E&Y as our independent auditors for the fiscal year ending December 31, 2023.
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| | | |
Fiscal 2022
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| |
Fiscal 2021
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| ||||||
| Audit Fees | | | | $ | 33,840,000 | | | | | $ | 29,364,000 | | |
| Audit-Related Fees | | | | | 8,022,000 | | | | | | 5,667,000 | | |
| Tax Fees | | | | | 0 | | | | | | 0 | | |
| All Other Fees | | | | | 0 | | | | | | 325,000 | | |
| Total Fees | | | | | 41,862,000 | | | | | | 35,356,000 | | |
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Why We Recommend You Support This Proposal
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•
Our executive compensation philosophy focuses on the true long-term success of our business, not on isolated one-, two-, or three-year goals that encompass only a limited and selective portion of our objectives and that can reward executives with above-target payouts even when the stock price remains flat or declines.
•
Our emphasis on periodic grants of time-vested restricted stock units that vest over the long term strongly aligns our executives’ compensation with the returns we deliver to shareholders. For example, our CEO’s Compensation Actually Paid (as defined by the SEC) for 2022 was negative $148 million, largely attributable to restricted stock units scheduled to vest over the next 8 years, while his 2022 realized compensation declined by 25% from 2021.
•
Following our 2022 Annual Meeting of Shareholders, at which 56% of the votes cast supported our advisory vote to approve the compensation of our named executive officers, we engaged in extensive outreach to our shareholders, with the Chair of the Leadership Development and Compensation Committee holding one-on-one or small group meetings with most of our 20 largest shareholders. The Committee did not grant any equity awards to our CEO during 2022, and our Compensation Discussion and Analysis addresses other questions and concerns with respect to our named executives’ 2021 compensation.
•
Having considered other approaches to structuring executive compensation arrangements, we remain committed to the structure of our executive compensation because it has worked effectively, having allowed us to:
✓
attract and retain incredibly talented people who have guided our business through countless challenges;
✓
develop our business in ways that we could not have conceived a few years earlier, including initiatives that later became AWS, Kindle, Alexa, Fulfillment by Amazon, Marketplace, and Prime Video;
✓
make long-term commitments to sustainability and other environmental, social, and human capital initiatives and goals; and
✓
drive strong long-term returns to our shareholders.
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The Board of Directors recommends a vote “FOR” approval, on an advisory basis, of our executive
compensation as described in this Proxy Statement. |
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Why We Recommend You Support A Frequency Of “One Year”
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•
Conducting an annual advisory vote provides shareholders a meaningful opportunity to provide regular and timely feedback.
•
After consideration of our shareholders’ vote in favor of conducting an annual advisory vote to approve our executive compensation in 2017, the Company has held an annual advisory vote on executive compensation since then.
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The Board of Directors recommends a vote, on an advisory basis, to conduct future advisory votes on executive compensation every “ONE YEAR.”
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Why We Recommend You Support This Proposal
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•
Approval of this proposal would allow our French employees and subsidiaries to benefit from more favorable income and social tax treatment as permitted by law with respect to tax-qualified restricted stock units.
•
We are not proposing to make any changes to the 1997 Plan itself, such as an increase in the number of authorized shares reserved for grant.
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The Board of Directors recommends a vote “FOR” reapproval of the Company’s 1997 Stock Incentive Plan, as amended and restated, for purposes of French tax law.
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| ITEM 6—SHAREHOLDER PROPOSAL REQUESTING A REPORT ON RETIREMENT PLAN OPTIONS | |
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| RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 6 | |
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Why We Recommend You Vote Against This Proposal
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•
Plan participants’ choices are not limited to the default plan option. Our 401(k) plan provides participants with a variety of investment options, including ESG-themed investment options and thousands of investments (mutual funds, individual stocks, and ETFs) through a self-directed brokerage option.
•
As is customary for large retirement plans like our 401(k) plan, a plan fiduciary (rather than our Board) is responsible for selecting 401(k) investment options, including the default investment option. These investment options take into account a variety of potential risks, reward opportunities, and goals, including, but not limited to, those related to climate change.
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The Board of Directors recommends a vote “AGAINST” this proposal requesting a report on retirement plan options.
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| ITEM 7—SHAREHOLDER PROPOSAL REQUESTING A REPORT ON CUSTOMER DUE DILIGENCE | |
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| RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 7 | |
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Why We Recommend You Vote Against This Proposal
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•
Amazon is committed to the responsible use of our artificial intelligence and machine learning (AI/ML) products and services and other AWS services. We have been consistent and proactive in our efforts to address concerns and mitigate the risk of misuse through policy and advocacy efforts, customer contractual requirements and training, consultation with third party experts, and other policies and practices.
•
For example, Credo AI, a company that specializes in responsible AI, performed a third-party evaluation, which supports that Rekognition performs well across demographic attributes. In 2020, we implemented a global moratorium on police use of Amazon Rekognition’s facial comparison feature for criminal investigations. As part of an ongoing commitment to improving its products and services by soliciting feedback from community stakeholders and independent experts, Ring completed a civil rights and civil liberties audit with the Policing Project at New York University School of Law in 2021, during the course of which Ring implemented over one hundred changes to its products, policies, and legal processes. Ring continues to engage with community stakeholders and independent experts like the Center for Democracy and Technology.
•
Over the six years that AWS has been offering Amazon Rekognition and the five years since we acquired Ring, we have been updating our technology and enhancing safeguards and have avoided or mitigated the risks and concerns expressed in this proposal. For example, AWS has not received a single verified report of Amazon Rekognition being used in the harmful manner posited in the proposal.
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The Board of Directors recommends a vote “AGAINST” this proposal requesting a report on customer due diligence.
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| ITEM 8—SHAREHOLDER PROPOSAL REQUESTING REPORTING ON CONTENT AND PRODUCT REMOVAL/RESTRICTIONS | |
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| RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 8 | |
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Why We Recommend You Vote Against This Proposal
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•
We strive to comply with local laws and regulations in the places where we do business. In addition, we maintain publicly-posted policies that describe products and content that we prohibit. For example, we prohibit products and content that promote the abuse or sexual exploitation of children; or violate copyright, trademark, or consumer safety laws and regulations.
•
Regardless of whether a product or content is flagged through our own proactive compliance efforts or by a government or law enforcement official, a customer, or a third party, we follow the same process: we review the product or content against our policies and the law, where applicable. If we determine a product or content violates the law or our policies, we remove it immediately and may take other appropriate action, such as suspending or banning a seller’s account.
•
We proactively deploy sophisticated tools and dedicated personnel to strive to uniformly and consistently enforce compliance with our product and content policies.
•
As a store, we have chosen to offer a very broad range of viewpoints, including content or products that may conflict with our stated positions.
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The Board of Directors recommends a vote “AGAINST” this proposal requesting reporting on content and product removal/restrictions.
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| ITEM 9—SHAREHOLDER PROPOSAL REQUESTING A REPORT ON CONTENT REMOVAL REQUESTS | |
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| RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 9 | |
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Why We Recommend You Vote Against This Proposal
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•
We strive to comply with local laws and regulations in the places where we do business. In addition, we maintain publicly-posted policies that describe products and content that we prohibit. For example, we prohibit products and content that promote the abuse or sexual exploitation of children; or violate copyright, trademark, or consumer safety laws and regulations.
•
Regardless of whether a product or content is flagged through our own proactive compliance efforts or by a government or law enforcement official, a customer, or a third party, we follow the same process: we review the product or content against our policies and the law, where applicable. If we determine a product or content violates the law or our policies, we remove it immediately and may take other appropriate action, such as suspending or banning a seller’s account.
•
We proactively deploy sophisticated tools and dedicated personnel to strive to uniformly and consistently enforce compliance with our product and content policies.
•
As a store, we have chosen to offer a very broad range of viewpoints, including content or products that may conflict with our stated positions.
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The Board of Directors recommends a vote “AGAINST” this proposal requesting a report on content removal requests.
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| ITEM 10—SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTING ON STAKEHOLDER IMPACTS | |
|
| RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 10 | |
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|
Why We Recommend You Vote Against This Proposal
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•
We are a leader in environmental sustainability and a co-founder of The Climate Pledge—a goal to reach net-zero carbon emissions across our operations by 2040, ten years ahead of the Paris Agreement.
•
As we work toward reaching our climate goals, we are also committed to the people, workers, and communities that support our entire value chain so that they are treated with fundamental dignity and respect. For example, we are a founding member of Beyond the Megawatt, an initiative of the Clean Energy Buyers Institute focused on ensuring a just and equitable transition to renewable energy. We regularly analyze environmental and social impacts of our businesses and assess how we can positively contribute to and manage impacts on the many communities in which we operate across the United States and the world.
•
We believe all employees should have the opportunity to learn new skills, grow, and build their careers as they develop their professional journeys and prepare for economies of the future. Therefore, we want to make it easy for people to have access to the skills they need to grow their careers by offering programs like Upskilling 2025 and Amazon Career Choice.
•
Our commitment to sustainability includes supporting partners in our supply chain that respect human rights, provide safe and inclusive workplaces, and promote a sustainable future. We have codified our commitment to human rights in our Amazon Global Human Rights Principles and have published our Supply Chain Standards, which are grounded in principles of inclusivity, continuous improvement, and supply chain accountability.
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The Board of Directors recommends a vote “AGAINST” this proposal requesting additional reporting on stakeholder impacts.
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| ITEM 11—SHAREHOLDER PROPOSAL REQUESTING ALTERNATIVE TAX REPORTING | |
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| RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 11 | |
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Why We Recommend You Vote Against This Proposal
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•
We report on our tax contributions and other economic contributions in the United States and many other countries around the world. In the United States, for 2022, our tax contributions included $2.2 billion in current federal income tax expense; $6.2 billion in federal taxes that include employer payroll taxes, customs duties, and other taxes and fees; $4.7 billion in state and local taxes of all types; and $25.1 billion in sales taxes we collected and remitted on behalf of states and localities throughout the United States. We also publicly reported on our total tax contributions in the United Kingdom, Germany, Italy, France, and Spain.
•
Under the oversight of the Audit Committee of our Board of Directors, we have adopted and published our Tax Principles, which provide transparency on Amazon’s approach to taxation.
•
The GRI Tax Standards are not commonly used among U.S. companies or our peer companies. While we do not formally utilize these guidelines, we believe our Tax Principles, underlying controls, and the Audit Committee’s oversight address many of the requirements found in GRI Tax Standards 207-1, -2, and -3.
•
While we expect to be required to report certain country-by-country tax information for European Union countries following the European Parliament’s recent vote to require such information, and for certain other countries (such as Australia), we believe the prescriptive granularity of reporting under GRI Tax Standard 207-4 would potentially force disclosure of competitively sensitive information about our operations and cost structures and would hamper our ability to make operational decisions.
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The Board of Directors recommends a vote “AGAINST” this proposal requesting alternative tax reporting.
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| ITEM 12—SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTING ON CLIMATE LOBBYING | |
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| RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 12 | |
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Why We Recommend You Vote Against This Proposal
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•
We have already issued the climate-aligned lobbying report requested by the proposal, which we believe addresses the proposal’s underlying concern. In fact, we received a similar proposal from this same proponent last year, which the proponent withdrew after we issued the report. We also report comprehensively and transparently on an annual basis our public policy expenditures, including direct and indirect lobbying expenditures such as our payments to U.S.-based trade associations, coalitions, charities, and social welfare organizations to which our Public Policy team contributed at least $10,000.
•
We have processes in place to provide oversight of our public policy activities, and we take a number of actions to mitigate the potential risk associated with misalignment between our views and the lobbying activities undertaken by organizations we support.
•
When, as a result of our own review or as a result of media or stakeholder inquiries, we identify potential misalignment between positions we support and the positions that such an organization advocates, we will carefully weigh the risks and benefits to Amazon of our continued membership in or support of such organization. In those situations, we will communicate to the organization that we do not support positions it takes that are not aligned with our public policy positions. In other instances, we may terminate our membership and/or withdraw our financial support if the risks arising from a particular position the organization supports outweigh the overall benefits to Amazon of being a member.
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The Board of Directors recommends a vote “AGAINST” this proposal requesting additional reporting on climate lobbying.
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| ITEM 13—SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTING ON GENDER/RACIAL PAY | |
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| RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 13 | |
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Why We Recommend You Vote Against This Proposal
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•
Amazon currently provides extensive information on compensation by gender and by race/ethnicity. When evaluating 2022 compensation in the United States, including base compensation, cash bonuses, and stock, our reported data demonstrates that women globally and in the United States earned 99.6 cents and 99.5 cents, respectively, for every dollar that men earned performing the same jobs, and racial/ethnic minorities in the United States earned 99.5 cents for every dollar that white employees earned performing the same jobs.
•
We are strongly committed to promoting gender and racial diversity and inclusion in our workforce, including among our leadership ranks.
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The Board of Directors recommends a vote “AGAINST” this proposal requesting additional reporting on gender/racial pay.
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| ITEM 14—SHAREHOLDER PROPOSAL REQUESTING AN ANALYSIS OF COSTS ASSOCIATED WITH DIVERSITY, EQUITY, AND INCLUSION PROGRAMS | |
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| RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 14 | |
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Why We Recommend You Vote Against This Proposal
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•
Diversity, equity, and inclusion are cornerstones of our continued success and critical components of our culture. We believe these values are not only good for business; they’re simply right.
•
We have risk management processes to protect against risks to the Company, including our Board’s oversight of risks related to our diversity, equity, and inclusion policies and initiatives.
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The Board of Directors recommends a vote “AGAINST” this proposal requesting an analysis of costs associated with diversity, equity, and inclusion programs.
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| ITEM 15—SHAREHOLDER PROPOSAL REQUESTING AN AMENDMENT TO OUR BYLAWS TO REQUIRE SHAREHOLDER APPROVAL FOR CERTAIN FUTURE AMENDMENTS | |
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| RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 15 | |
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Why We Recommend You Vote Against This Proposal
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•
Under Delaware corporate law, our Board must act in our shareholders’ best interest when it exercises its authority under our Amended and Restated Certificate of Incorporation (the “Certificate”) to determine whether, when, and in what manner to amend our Bylaws. We believe that delegation of authority under our Certificate provides the Board with the appropriate ability to exercise its fiduciary duties when it considers potential updates, including to reflect changes in applicable law and evolving circumstances and corporate governance best practices.
•
Our existing governance policies and practices promote board accountability and responsiveness to shareholders and we have a strong track record of proactively engaging with our shareholders on governance matters.
•
The shareholder approval requirements requested by this proposal are inappropriate and out of line with typical public company governance provisions. We believe that the proposed requirements would be highly unusual, inefficient, and impractical, given the broad wording of the proposal that could require holding a shareholder vote for any amendment, even if minor or designed to enhance transparency for our shareholders.
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The Board of Directors recommends a vote “AGAINST” this proposal requesting an amendment to our bylaws to require shareholder approval for certain future amendments.
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| ITEM 16—SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTING ON FREEDOM OF ASSOCIATION | |
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| RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 16 | |
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Why We Recommend You Vote Against This Proposal
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•
We have already produced a report addressing how Amazon’s policies and practices align with workers’ freedom of association and collective bargaining rights. After we issued this report in response to the proponent’s proposal last year, the proponent declined to withdraw the proposal and requested information beyond what was requested under the proposal. This year, the proponent has addressed substantially the same topic as last year’s proposal while citing no compelling new developments in its supporting statement. Our policies and practices respecting freedom of association and collective bargaining rights, the information provided in the report we issued, and the regulatory oversight of these policies and practices that already exists in the United States and elsewhere demonstrate that there is no need for the third-party assessment requested in this proposal.
•
A careful review of the facts regarding our workplace employee relations shows a different situation than suggested by this proposal and its supporting statement. For example, it is important to understand that unions met the minimum showing of support required for the National Labor Relations Board (“NLRB”) to schedule a representation vote at only four—a tiny fraction—of our U.S. locations. Less than 0.4% of our total U.S. workforce has voted in favor of union representation.
•
Also, in 2021 and 2022, although Amazon was one of the largest private sector employers in the United States, employing over one million people, only approximately 250 unfair labor practice (“ULP”) claims were filed against Amazon. For context, during the same period, there were more than twice as many ULP claims filed against a large unionized U.S. logistics company. A ULP charge consists solely of allegations and can be filed by anyone—any private citizen, union, or company. More than half of the approximately 250 ULP charges against Amazon were filed by unions to gain support at the four facilities where unions sought representation votes. Moreover, approximately half of the ULP charges filed against Amazon in 2021 and 2022 have already been dismissed or withdrawn for lack of merit at the earliest agency investigatory stages. As of March 2023, none of those approximately 250 ULP filings resulted in a final NLRB order against Amazon.
•
We respect the rights of our employees to form, join, or not to join a labor union or other lawful organization of their own selection, without fear of reprisal, intimidation, or harassment, and our policies and practices protect these rights. As discussed in detail in the report we published, our global approach to these issues is informed by international standards and frameworks developed by the United Nations and the International Labour Organization.
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The Board of Directors recommends a vote “AGAINST” this proposal requesting additional reporting on freedom of association.
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| ITEM 17—SHAREHOLDER PROPOSAL REQUESTING A NEW POLICY REGARDING OUR EXECUTIVE COMPENSATION PROCESS | |
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| RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 17 | |
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Why We Recommend You Vote Against This Proposal
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•
Our compensation programs are designed to be highly transparent and aligned with shareholder interests with a view towards maximizing long-term shareholder value. Our goal of providing competitive compensation arrangements to attract and retain the best talent applies throughout the Company, as evidenced by our competitive pay and benefits for employees. Contrary to the proposal’s implication that our compensation practices differ between senior executives and other employees, our compensation program is generally consistent across the Company and provides for similar pay arrangements with employees at most levels.
•
Our Leadership Development and Compensation Committee already takes a thoughtful and diligent approach when evaluating executive compensation, considering a wide array of factors such as shareholder engagement and feedback, the annual advisory vote on executive compensation, and analyses by proxy advisory firms. In addition, this executive compensation evaluation is already informed by the Committee’s other oversight responsibilities, which include compensation for all employees. Under its charter, the Committee monitors and assesses our programs and practices for attracting, developing, training, and retaining talented employees at all levels, from front-line employees through senior executives and the CEO, as well as employee compensation and benefits. Also, the Committee reviews the CEO pay ratio data that we report annually in our proxy statements.
•
We value shareholder feedback to inform our executive compensation practices, and we continue to believe that shareholders support our executive compensation as evidenced by direct engagement with shareholders.
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The Board of Directors recommends a vote “AGAINST” this proposal requesting a new policy regarding our executive compensation process.
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| ITEM 18—SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTING ON ANIMAL WELFARE STANDARDS | |
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| RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 18 | |
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Why We Recommend You Vote Against This Proposal
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•
We take a zero-tolerance approach to animal cruelty, abuse, and neglect.
•
Whole Foods Market has a long history of setting industry-leading standards when it comes to responsible sourcing and animal welfare and continues to raise the bar and push the industry forward.
•
Whole Foods Market was ranked first and received an A+ grade in the Humane Society’s Food Industry Scorecard and has received continued recognition for responsible sourcing and animal welfare from other trusted and reputable non-governmental organizations, including Mercy for Animals and Compassion in World Farming.
•
Whole Foods Market takes seriously any allegations of animal cruelty or mistreatment and, if needed, takes appropriate, corrective action after an investigation into any such claims.
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The Board of Directors recommends a vote “AGAINST” this proposal requesting additional reporting on animal welfare standards.
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| ITEM 19—SHAREHOLDER PROPOSAL REQUESTING AN ADDITIONAL BOARD COMMITTEE | |
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| RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 19 | |
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Why We Recommend You Vote Against This Proposal
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•
Our current Board and committee structure, which allocates oversight responsibilities among the full Board and each of its committees, already provides an appropriate level of oversight of the types of environmental, social, regulatory, and human capital matters raised in the proposal. For example, the Nominating and Corporate Governance Committee is responsible for overseeing and monitoring Amazon’s policies and initiatives relating to our environmental, sustainability, and corporate social responsibility practices, including risks related to human rights, ethical business practices, our operations and supply chain, and engagement with customers, suppliers, and communities.
•
This oversight structure has supported and helped drive Amazon’s commitment to corporate social responsibility and many of the other matters raised in the proposal, as reflected by our current policies, practices, and initiatives, including for example our commitments regarding the environment, sustainability, diversity, equity and inclusion, and worker safety.
•
Because our current structure already provides appropriate Board and committee oversight of, and has supported and helped drive, Amazon’s commitments to such environmental, social, regulatory, and human capital matters, we believe that adding a separate Board committee overseeing such matters would be redundant and counterproductive.
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The Board of Directors recommends a vote “AGAINST” this proposal requesting an additional Board committee.
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| ITEM 20—SHAREHOLDER PROPOSAL REQUESTING AN ALTERNATIVE DIRECTOR CANDIDATE POLICY | |
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| RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 20 | |
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Why We Recommend You Vote Against This Proposal
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•
The Board recognizes that our employees are the foundation of our success and is intently focused on supporting their well-being and success.
•
We have many processes in place to provide for effective and broad-based participation by our diverse employee base in our decision-making and governance through well-calibrated programs, practices, and forums that facilitate communication, participation, and action.
•
Our current process to identify and nominate directors has successfully recruited diverse and qualified directors with extensive human capital management experience.
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The Board of Directors recommends a vote “AGAINST” this proposal requesting an alternative director candidate policy.
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| ITEM 21—SHAREHOLDER PROPOSAL REQUESTING A REPORT ON WAREHOUSE WORKING CONDITIONS | |
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| RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 21 | |
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Why We Recommend You Vote Against This Proposal
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•
As reinforced in our 2022 safety, health, and well-being report, “Delivered with Care,” safety is integral to everything we do—every day, in every country, and across our business—and we continually enhance and improve our safety processes, programs, and technology.
•
We have disclosed our workforce incident rates along with industry data. Our goal is to be the safest workplace within the industries that we are typically designated: the General Warehousing and Storage and Couriers and Express Delivery Services industries. While we still have work to do, from the beginning of 2019 to the end of 2022, even with the addition of nearly 900,000 new employees, we saw our worldwide recordable incident rate improve by almost 24% and our lost time incident rate improve by 53%. From 2021 to 2022, we improved our worldwide recordable incident rate by 11% and our lost time incident rate by 14%. These are substantial improvements and a solid foundation from which to build, and we are committed to continuing this trend.
•
We are transparent about our commitment and efforts to improve workplace safety, discussing our initiatives in detail in our “Delivered with Care” report and on our website. From 2019 to 2022, we invested approximately $1 billion in safety initiatives unrelated to COVID-19 and, in 2023, we are investing another approximately $550 million in safety initiatives.
•
Our Board, including through the Leadership Development and Compensation Committee, which is composed solely of independent directors, has direct oversight of employee well-being and workplace safety and regularly reviews these matters.
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The Board of Directors recommends a vote “AGAINST” this proposal requesting a report on warehouse working conditions.
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| ITEM 22—SHAREHOLDER PROPOSAL REQUESTING A REPORT ON PACKAGING MATERIALS | |
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| RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 22 | |
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Why We Recommend You Vote Against This Proposal
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•
We are committed to protecting the planet and recognize the importance of reducing plastic waste, which is why we publicly report on the amount of single-use plastic being used across our global operations network to ship orders to customers.
•
In contrast to consumer-packaged goods companies, Amazon’s greatest impact comes from helping other manufacturers reduce their use of plastic in packaging and reducing our own use of plastic for products repackaged for delivery. In this regard, we have taken action to reduce reliance on the use of plastics in a number of areas, including products manufactured by other companies, packaging for shipment and delivery, our Amazon and other private label devices, and our physical stores.
•
Over the last several years, we’ve innovated and invested in technologies, processes, and materials that have helped reduce the weight of the packaging per shipment by 38% and eliminated the use of more than 1.5 million tons of packaging materials since 2015, despite the number of shipments having substantially increased as our business has grown.
•
Additionally, in the midst of a rapid increase in customer orders throughout the pandemic, we continued to take steps to reduce single-use plastics in our outbound packaging. In 2021, we reduced average plastic packaging weight per shipment by over 7%, resulting in 97,222 metric tons of single-use plastic being used across our global operations network to ship orders to customers. While the proposal cites a recent report estimating our use of plastic packaging, for the third year in a row, the report’s calculations are seriously flawed, overestimating our use of plastic by more than 300% and relying on outdated assumptions regarding the sources of plastic waste entering our oceans.
•
Where plastic packaging is still currently in use, we are using less material and more recycled content. For example, increasing the recycled content of our plastic film bags for outbound packaging in the United States from 25% to 50% contributed to Amazon avoiding over 30,000 tons of plastic use in 2021. We also replaced nearly 70% of our mixed (paper/plastic) mailers with a recyclable paper padded mailer in 2021 and plan to completely phase out the mixed mailer.
•
We are engaged in efforts to support the development of recycling infrastructure across our industry and innovation in materials to address plastic waste.
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The Board of Directors recommends a vote “AGAINST” this proposal requesting a report on packaging materials.
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| ITEM 23—SHAREHOLDER PROPOSAL REQUESTING A REPORT ON CUSTOMER USE OF CERTAIN TECHNOLOGIES | |
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| RECOMMENDATION OF THE BOARD OF DIRECTORS ON ITEM 23 | |
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Why We Recommend You Vote Against This Proposal
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We believe strongly in harnessing the capabilities of advanced technology such as the cloud and machine learning to promote ongoing safety and security of our fellow citizens, our communities, and the world. While we understand the concerns over potential misuse, we believe these are effectively addressed through the policies and procedures we have adopted and that we continue to advance with input from internal and third-party partners and stakeholders.
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Amazon is committed to the responsible use of our artificial intelligence and machine learning (AI/ML) products and services. We have been consistent and proactive in our efforts to address concerns and mitigate the risk of misuse through policy and advocacy efforts, customer contractual requirements and training, consultation with third party experts, and other policies and practices.
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For example, Credo AI, a company that specializes in responsible AI, performed a third-party evaluation, which supports that Rekognition performs well across demographic attributes. In 2020, we implemented a global moratorium on police use of Amazon Rekognition’s facial comparison feature for criminal investigations.
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Over the six years that AWS has been offering Amazon Rekognition, we have been updating our technology and enhancing safeguards and have avoided or mitigated the risks and concerns expressed in this proposal. For example, AWS has not received a single verified report of Amazon Rekognition being used in the harmful manner posited in the proposal.
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The Board of Directors recommends a vote “AGAINST” this proposal requesting a report on customer use of certain technologies.
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Name and Address of Beneficial Owner
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Amount and
Nature of Beneficial Ownership |
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Percent of
Class |
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Jeffrey P. Bezos
410 Terry Avenue North, Seattle, WA 98109 |
| | | | 1,258,288,970(1) | | | | | | 12.3% | | |
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The Vanguard Group, Inc.
100 Vanguard Blvd, Malvern, PA 19355 |
| | | | 712,070,069(2) | | | | | | 6.9% | | |
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BlackRock, Inc.
55 East 52nd Street, New York, NY 10055 |
| | | | 596,106,284(3) | | | | | | 5.8% | | |
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Andrew R. Jassy
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| | | | 2,039,863 | | | | | | * | | |
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Keith B. Alexander
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| | | | 3,840 | | | | | | * | | |
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Edith W. Cooper
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| | | | 2,380 | | | | | | * | | |
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Jamie S. Gorelick
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| | | | 111,440 | | | | | | * | | |
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Daniel P. Huttenlocher
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| | | | 22,440 | | | | | | * | | |
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Judith A. McGrath
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| | | | 42,960 | | | | | | * | | |
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Indra K. Nooyi
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| | | | 24,340 | | | | | | * | | |
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Jonathan J. Rubinstein
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| | | | 124,880 | | | | | | * | | |
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Patricia Q. Stonesifer
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| | | | 46,220 | | | | | | * | | |
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Wendell P. Weeks
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| | | | 40,600 | | | | | | * | | |
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Brian T. Olsavsky
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| | | | 50,468 | | | | | | * | | |
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Douglas J. Herrington
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| | | | 570,833 | | | | | | * | | |
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Adam N. Selipsky
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| | | | 141,102(4) | | | | | | * | | |
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David A. Zapolsky
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| | | | 87,036 | | | | | | * | | |
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All directors and executive officers as a group (16 persons)
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| | | | 1,261,719,808(5) | | | | | | 12.3% | | |
Compensation Best Practices
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What we do
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What we don’t do
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✓
Align executive officer and shareholder interests by compensating executives primarily with equity grants that vest over many years
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Focus on realizable compensation by assessing the potential annual value of equity awards vesting over the long term instead of the aggregate grant date value reported in the Summary Compensation Table
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For periodic restricted stock unit awards, assume a fixed annual increase in the stock price so that compensation will be negatively impacted if our stock price is flat or declines
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Provide limited perquisites consisting of solely security arrangements
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Solicit feedback on our executive compensation through extensive shareholder engagement
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No severance benefits or accelerated vesting of equity upon termination of employment or retirement
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No windfall or above-target payouts of equity awards
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No annual bonuses or annual incentive awards
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No supplemental executive retirement or other nonqualified deferred compensation plans
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No discretion to adjust payouts or vesting of equity awards
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Our Approach to Broad-Based Compensation
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Our goal of providing competitive compensation arrangements to attract and retain the best talent applies throughout the Company. In the United States, we are a leader in providing our front-line employees in customer fulfillment and transportation average pay of more than $19 per hour, more than double the federal minimum wage. In addition, we provide numerous benefits to our employees, including comprehensive medical benefits, a 401(k) plan with a Company match, and up to 20 weeks of parental leave (birth parents are eligible for up to 20 weeks of leave and partners up to six). We also provide access to Amazon’s Career Choice program, in which we fund full college tuition as well as high school diplomas, GEDs, and English as a Second Language proficiency certifications for our front-line employees, part of an expected investment of $1.2 billion in free skills training by 2025. We have created hundreds of thousands of jobs since 2020, increasing our total employees worldwide to more than 1.5 million.
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What we heard
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Our response
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General support for the long-term, owner-oriented nature of our stock awards and how they support our operations and culture, but concern with the size of promotion and new-hire awards made in 2020 and 2021 and questions on how they relate to our traditional program.
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Faced with the most significant senior leadership succession in the Company’s history, the grants made in 2020 and 2021 in connection with these promotions and new hire were larger than the periodic awards the Company has granted in the past, but the vesting terms are consistent with our overall program focusing on long-term stock price appreciation.
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For our named executives other than Messrs. Bezos and Jassy, in 2022 the Committee approved long-term restricted stock unit awards that were comparable in size and consistent with our past every-other-year periodic grants.
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Questions regarding the size of the 2021 restricted stock unit award granted to Mr. Jassy in connection with his promotion to President and CEO of Amazon and whether other awards may be granted to him in addition to the promotion award.
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The Committee did not grant Mr. Jassy a periodic equity award in 2022, even though the Committee has typically granted periodic restricted stock unit awards to our executive officers in even-numbered years. Mr. Jassy’s 2021 grant is intended to represent most of Mr. Jassy’s compensation for the coming years.
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Mr. Jassy’s 2021 restricted stock unit award does not begin to vest until 2023, and more than 80% of the shares are scheduled to vest in 2026 through 2031 (years 5 through 10). The number of shares vesting under his stock awards declines 23% from 2021 through 2025, so Mr. Jassy cannot increase, or even hold constant, the realized value of his 2021 stock award unless we create value for all shareholders through a higher stock price.
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As a result of changes in our stock price over the past year, the value of Mr. Jassy’s 2021 restricted stock unit award was less than half of its grant date value as of the end of 2022.
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Suggestions that we should condition vesting some portion of our equity awards on the achievement of pre-established, objective performance conditions, either generally or with some portion of Mr. Jassy’s 2021 equity award.
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Shareholders expressed differing views on this topic, and even among shareholders who advocate performance-based vesting in general, there were divergent views as to specific performance criteria that would be appropriate, with a number of larger shareholders affirmatively disfavoring ESG-based vesting criteria.
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A number of shareholders stated that it was helpful to discuss this topic with the Chair of the Committee and, while favoring discrete performance goals generally, understand the Committee’s consideration of this issue and that the current program is unique to Amazon and works effectively. Instead of seeking to placate near-term criticism by adopting near-term performance conditions, the Committee believes that investors are best served by having management focused on initiatives that will support long-term shareholder value, which includes careful ESG stewardship, and that this objective can best be achieved by foregoing awards that prioritize discrete financial, environmental, or social goals.
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Given the long-term vesting conditions on Mr. Jassy’s 2021 restricted stock unit award, his compensation is fully aligned with our long-term stock price performance, as reflected in the fact that Compensation Actually Paid as defined by the SEC to Mr. Jassy in 2022 was negative $148 million and his 2022 realized compensation declined by 25% from 2021 as our stock price declined over the course of the year.
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Name and Principal Position
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Year
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Salary
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Stock
Awards(1) |
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All Other
Compensation |
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Total
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Andrew R. Jassy
President and Chief Executive Officer |
| | | | 2022 | | | | | $ | 317,500 | | | | | $ | — | | | | | $ | 981,223(2) | | | | | $ | 1,298,723 | | |
| | | 2021 | | | | | | 175,000 | | | | | | 211,933,520 | | | | | | 592,649 | | | | | | 212,701,169 | | | |||
| | | 2020 | | | | | | 175,000 | | | | | | 35,639,068 | | | | | | 34,381 | | | | | | 35,848,449 | | | |||
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Jeffrey P. Bezos
Founder and Executive Chair |
| | | | 2022 | | | | | | 81,840 | | | | | | — | | | | | | 1,600,000(3) | | | | | | 1,681,840 | | |
| | | 2021 | | | | | | 81,840 | | | | | | — | | | | | | 1,600,000 | | | | | | 1,681,840 | | | |||
| | | 2020 | | | | | | 81,840 | | | | | | — | | | | | | 1,600,000 | | | | | | 1,681,840 | | | |||
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Brian T. Olsavsky
SVP and Chief Financial Officer |
| | | | 2022 | | | | | | 313,750 | | | | | | 17,861,193 | | | | | | 6,100(4) | | | | | | 18,181,043 | | |
| | | 2021 | | | | | | 160,000 | | | | | | — | | | | | | 3,200 | | | | | | 163,200 | | | |||
| | | 2020 | | | | | | 160,000 | | | | | | 17,010,985 | | | | | | 3,200 | | | | | | 17,174,185 | | | |||
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Douglas J. Herrington
CEO Worldwide Amazon Stores |
| | | | 2022 | | | | | | 309,997 | | | | | | 42,880,341 | | | | | | 25,441(2) | | | | | | 43,215,779 | | |
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Adam N. Selipsky
CEO Amazon Web Services |
| | | | 2022 | | | | | | 317,500 | | | | | | 40,752,682 | | | | | | 43,113(2) | | | | | | 41,113,295 | | |
| | | 2021 | | | | | | 109,722 | | | | | | 81,294,756 | | | | | | 49,045 | | | | | | 81,453,523 | | | |||
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David A. Zapolsky
SVP, General Counsel, and Secretary |
| | | | 2022 | | | | | | 313,750 | | | | | | 17,861,193 | | | | | | 6,100(4) | | | | | | 18,181,043 | | |
| | | 2021 | | | | | | 160,000 | | | | | | — | | | | | | 3,200 | | | | | | 163,200 | | | |||
| | | 2020 | | | | | | 160,000 | | | | | | 17,010,985 | | | | | | 3,200 | | | | | | 17,174,185 | | |
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Name
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Grant Date
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All Other Stock Awards:
Number of Shares of Stock or Units |
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Grant Date Fair Value
of Stock Awards(1) |
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Andrew R. Jassy
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| | | | — | | | | | | — | | | | | $ | — | | |
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Jeffrey P. Bezos
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| | | | — | | | | | | — | | | | | | — | | |
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Brian T. Olsavsky
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| | | | 4/5/2022 | | | | | | 107,800(2)(3) | | | | | | 17,861,193 | | |
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Douglas J. Herrington
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| | | | 4/5/2022 | | | | | | 67,660(2)(4) | | | | | | 11,210,467 | | |
| | | 6/23/2022 | | | | | | 286,696(2)(5) | | | | | | 31,669,874 | | | |||
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Adam N. Selipsky
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| | | | 4/5/2022 | | | | | | 245,960(2)(6) | | | | | | 40,752,682 | | |
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David A. Zapolsky
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| | | | 4/5/2022 | | | | | | 107,800(2)(7) | | | | | | 17,861,193 | | |
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Name
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Number of Shares or
Units of Stock That Have Not Vested |
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Market Value of Shares
or Units of Stock That Have Not Vested(1) |
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Andrew R. Jassy
Restricted stock units |
| | | | 1,687,020(2) | | | | | $ | 141,709,680 | | |
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Jeffrey P. Bezos
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| | | | — | | | | | | — | | |
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Brian T. Olsavsky
Restricted stock units |
| | | | 263,300(3) | | | | | | 22,117,200 | | |
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Douglas J. Herrington
Restricted stock units |
| | | | 547,990(4) | | | | | | 46,031,160 | | |
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Adam N. Selipsky
Restricted stock units |
| | | | 520,080(5) | | | | | | 43,686,720 | | |
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David A. Zapolsky
Restricted stock units |
| | | | 263,300(6) | | | | | | 22,117,200 | | |
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Stock Awards
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Name
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Number of
Shares Acquired on Vesting |
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Value Realized
on Vesting(1) |
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Andrew R. Jassy
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| | | | 248,080 | | | | | $ | 31,868,010 | | |
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Jeffrey P. Bezos
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| | | | — | | | | | | — | | |
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Brian T. Olsavsky
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| | | | 71,380 | | | | | | 8,975,930 | | |
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Douglas J. Herrington
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| | | | 120,206 | | | | | | 14,096,258 | | |
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Adam N. Selipsky
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| | | | 122,360 | | | | | | 15,779,395 | | |
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David A. Zapolsky
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| | | | 71,380 | | | | | | 8,975,930 | | |
| Year | | | Summary Compensation Table Total | | | Compensation Actually Paid | | | Average Summary Compensation Table Total for Non-CEO NEOs | | | Average Compensation Actually Paid to Non-CEO NEOs | | | Value of Initial $100 Investment Based On: | | | Amazon Net Income (in millions) | | ||||||||||||||||||||||||||||||||||||||||||
| for First CEO (Bezos) | | | for Second CEO (Jassy) | | | to First CEO (Bezos) | | | to Second CEO (Jassy) | | | Amazon Total Share- holder Return | | | Peer Group Total Shareholder Return | | |||||||||||||||||||||||||||||||||||||||||||||
| NYSE Tech | | | S&P Retail | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | | | | | N/A | | | | $ | | | | | N/A | | | | | $ | ( | | | | | $ | | | | $( | | | $ | | | | $ | | | | | $ | | | | $( | | |||||||||||||||
| 2021 | | | | $ | | | | | | | | | | $ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| 2020 | | | | | | | | | | N/A | | | | | | | | | | | N/A | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Jassy 2022 | | | Jassy 2021 | | | Bezos 2021 and 2020 | | | 2022 Average for Non-CEO NEOs(1) | | | 2021 Average for Non-CEO NEOs(2) | | | 2020 Average for Non-CEO NEOs(3) | | ||||||||||||||||||
| Summary Compensation Table Total Compensation | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||
| A (Minus) Grant Date Fair Value of Awards Granted During the Year | | | | | N/A | | | | | | ( | | | | | | N/A | | | | | | ( | | | | | | ( | | | | | | ( | | |
| B Plus Fair Value as of Year-End or (if applicable) Vest Date of Equity Awards Granted during the Year | | | | | N/A | | | | | | | | | | | N/A | | | | | | | | | | | | | | | | | | ||||
| C Plus (Minus) Change from Prior Year-End in Fair Value of Awards That Vested During the Year | | | | | ( | | | | | | | | | | | N/A | | | | | | ( | | | | | | | | | | | | | |||
| D Plus (Minus) Year-over-Year Change in Fair Value of Unvested Awards Granted in Prior Years | | | | | ( | | | | | | | | | | | N/A | | | | | | ( | | | | | | | | | | | | | |||
| Compensation Actually Paid | | | | $ | ( | | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | |
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CEO CAP vs. Amazon’s TSR
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Non-CEO NEOs CAP vs. Amazon’s TSR
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Plan Category
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Number of Securities
to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights |
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Number of Securities
Remaining Available for Future Issuance Under Equity Compensation Plans |
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| Equity compensation plans approved by shareholders | | | | | 384,374,761(1) | | | | | | 1,351,038,987(2) | | |
| Equity compensation plans not approved by shareholders | | | | | — | | | | | | 376,259,440 | | |
| Total | | | | | 384,374,761(3) | | | | | | 1,727,298,427 | | |
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Item(s)
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Voting Standard
to Approve |
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Treatment of
Abstentions |
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Treatment of Broker
Non-Votes(1) |
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Item 1—Election of Directors | | |
The number of votes cast for such nominee’s election must exceed the votes cast against such nominee’s election(2)
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No effect on the outcome
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No effect on the outcome
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Item 2—Ratification of the Appointment of Ernst & Young LLP as Independent Auditors
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Affirmative vote of a majority of the outstanding shares of common stock present or represented by proxy and entitled to vote on the matter
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Counted as present and entitled to vote but not counted as affirmative vote in support
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No effect on the outcome
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Item 3—Advisory Vote to Approve Executive Compensation | | |||||||||
Item 4—Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation | | |||||||||
Item 5—Reapproval of Our 1997 Plan for Purposes of French Tax Law | | |||||||||
Items 6-23—Shareholder Proposals | |