Amazon.com Inc. · 8-K exhibit

false 0001018724 AMAZON.COM, INC. 0001018724 2025-05-21 2025-05-21 iso4217:USD xbrli:shares iso4217:USD xbrli:shares Table of Contents     UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549       FORM 8-K       CURRENT REPORT   Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934   May 21, 2025 Date of Report (Date of earliest event reported)       AMAZON.COM, INC. (Exact name of registrant as specified in its charter)       Delaware   000-22513   91-1646860           (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)   410 Terry Avenue North , Seattle , Washington 98109-5210   (Address of principal executive offices, including Zip Code)   ( 206 ) 266-1000   (Registrant's telephone number, including area code)       Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:   ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)     ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)     ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))     ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))   Securities registered pursuant to Section 12(b) of the Act:   Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered Common Stock, par value $.01 per share   AMZN   Nasdaq Global Select Market   Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).   Emerging growth company                                      ¨         If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨     Table of Contents   TABLE OF CONTENTS   ITEM 5.07.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. 3     SIGNATURES 5   Table of Contents   ITEM 5.07.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.   On May 21, 2025, Amazon.com, Inc. (the "Company") held its Annual Meeting of Shareholders.   The following nominees were elected as directors, each to hold office until the next Annual Meeting of Shareholders or until his or her successor is elected and qualified, by the vote set forth below:   Nominee   For   Against   Abstain   Broker Non-Votes Jeffrey P. Bezos   7,383,518,997   388,307,195   9,842,934   1,195,214,784 Andrew R. Jassy   7,689,001,013   81,133,843   11,534,270   1,195,214,784 Keith B. Alexander   7,718,948,446   49,764,056   12,956,624   1,195,214,784 Edith W. Cooper   7,404,285,091   361,084,289   16,299,746   1,195,214,784 Jamie S.

Gorelick   7,422,020,417   345,883,861   13,764,848   1,195,214,784 Daniel P. Huttenlocher   7,670,154,185   98,374,338   13,140,603   1,195,214,784 Andrew Y. Ng   7,661,148,315   108,084,041   12,436,770   1,195,214,784 Indra K. Nooyi   7,647,036,467   122,729,862   11,902,797   1,195,214,784 Jonathan J. Rubinstein   7,345,203,322   422,688,123   13,777,681   1,195,214,784 Brad D. Smith   7,719,807,552   48,875,108   12,986,466   1,195,214,784 Patricia Q. Stonesifer   7,350,449,586   417,347,855   13,871,685   1,195,214,784 Wendell P. Weeks   7,649,649,122   118,706,371   13,313,633   1,195,214,784   The appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2025 was ratified by the vote set forth below:   For     Against   Abstain   Broker Non-Votes 8,482,242,868   480,760,537   13,880,505   —   The compensation of our named executive officers as disclosed in the proxy statement was approved in an advisory vote, as set forth below:   For     Against   Abstain   Broker Non-Votes 6,059,926,829   1,705,963,330   15,778,967   1,195,214,784   A shareholder proposal requesting a mandatory policy separating the roles of CEO and Chair of the Board was not approved, as set forth below:   For     Against   Abstain   Broker Non-Votes 1,350,589,329   6,407,891,378   23,188,419   1,195,214,784   A shareholder proposal requesting a report on advertising risks was not approved, as set forth below:   For     Against   Abstain   Broker Non-Votes 71,484,549   7,664,530,418   45,654,159   1,195,214,784   A shareholder proposal requesting alternative emissions reporting was not approved, as set forth below:   For     Against   Abstain   Broker Non-Votes 1,076,005,311   6,653,216,848   52,446,967   1,195,214,784   3 Table of Contents   A shareholder proposal requesting additional reporting on impact of data centers on climate commitments was not approved, as set forth below:   For     Against   Abstain   Broker Non-Votes 1,553,762,226   6,173,291,971   54,614,929   1,195,214,784   A shareholder proposal requesting an assessment of Board structure for oversight of AI was not approved, as set forth below:   For     Against   Abstain   Broker Non-Votes 791,178,046   6,914,111,284   76,379,796   1,195,214,784   A shareholder proposal requesting a report on packaging materials was not approved, as set forth below:   For     Against   Abstain   Broker Non-Votes 1,046,990,928   6,673,873,608   60,804,590   1,195,214,784   A shareholder proposal requesting a report on warehouse working conditions was not approved, as set forth below:   For     Against   Abstain   Broker Non-Votes 1,738,172,497   5,975,099,814   68,396,815   1,195,214,784   A shareholder proposal requesting a report on data usage oversight in AI offerings was not approved, as set forth below:   For     Against   Abstain   Broker Non-Votes 829,568,766   6,856,599,378   95,500,982   1,195,214,784   4 Table of Contents   SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.       AMAZON.COM, INC. (REGISTRANT)       By: /s/ Mark F. Hoffman     Mark F. Hoffman     Vice President and Secretary   Dated: May 22, 2025   5