schedule 14a - amazon.com, inc. - ir

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240.14a-12 AMAZON.COM, INC. (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) (NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT) Payment of Filing Fee (Check the appropriate box): No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed:

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THESECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material under §240.14a-12

AMAZON.COM, INC.(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

☐ Fee paid previously with preliminary materials. ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number,

or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

See the reverse side of this notice to obtain proxymaterials and voting instructions. D31169-P50085-Z79192 AMAZON.COM, INC. ***Exercise Your Right to Vote *** Important NoticeRegarding the Availability of Proxy Materials forthe Shareholder Meeting to Be Held on May 26,2021. AMAZON.COM, INC. C/O PROXYSERVICES P.O. BOX 9142 FARMINGDALE,NY 11735 Meeting Information The company wibe hosting the meeting live via the Internet thisyear. To attend the meeting via the Internet pleasevisitwww.virtualshareholdermeeting.com/AMZN2021and be sure to have the information that is printedin the box marked by the arrow XXXX XXXXXXXX XXXX (located on the following page).Meeting Type: Annual Meeting For holders as ofApril 1, 2021 Date: May 26, 2021 Time: 9:00a.m., Pacific Time Location: Meeting live via theInternet. Please visitwww.virtualshareholdermeeting.com/AMZN2021You are receiving this communication becauseyou hold shares in the company named above.This is not a ballot. You cannot use this notice tovote these shares. This communication presentsonly an overview of the more complete proxymaterials that are available to you on the Internet.You may view the proxy materials online atwww.proxyvote.com, scan the QR Barcode on thereverse side, or easily request a paper copy (seereverse side). We encourage you to access andreview all of the important information containedin the proxy materials before voting.

D31170-P50085-Z79192 How to View Online:Have the information that is printed in the boxmarked by the arrow XXXX XXXX XXXXXXXX (located on the following page) and visit:www.proxyvote.com, or scan the QR Barcodebelow. How to Request and Receive a PAPER orE-MAIL Copy: If you want to receive a paper ore-mail copy of these documents, you must requesone. There is NO charge for requesting a copy.Please choose one of the following methods tomake your request: 1) BY INTERNET :www.proxyvote.com 2) BY TELEPHONE : 1-800-579-1639 3) BY E-MAIL* :[email protected] * If requestingmaterials by e-mail, please send a blank e-mailwith the information that is printed in the boxmarked by the arrow XXXX XXXX XXXXXXXX (located on the following page) in thesubject line. Before You Vote How to Access theProxy Materials Proxy Materials Available toVIEW or RECEIVE: How To Vote Please ChooseOne of the Following Voting Methods SCAN TOVIEW MATERIALS & VOTE w Vote ByInternet: Before The Meeting: Go towww.proxyvote.com or from a smartphone, scanthe QR Barcode above . Have the information thais printed in the box marked by the arrow XXXXXXXX XXXX XXXX (located on the followingpage) available and follow the instructions.During The Meeting: Go towww.virtualshareholdermeeting.com/AMZN2021Have the information that is printed in the boxmarked by the arrow XXXX XXXX XXXXXXXX (located on the following page) availableand follow the instructions. Vote By Mail: You cavote by mail by requesting a paper copy of thematerials, which will include a proxy card.Requests, instructions and other inquiries sent tothis e-mail address will NOT be forwarded to youinvestment advisor. Please make the request asinstructed above on or before May 12, 2021 tofacilitate timely delivery. 1. Notice and ProxyStatement 2. Annual Report

Voting Items Company Proposals— The Board of Directorsrecommends a vote FOR all thenominees listed in Proposal 1 andFOR Proposals 2 and 3. 1a. JeffreyP. Bezos 1. ELECTION OFDIRECTORS Nominees 1b. KeithB. Alexander 1c. Jamie S. Gorelick1d. Daniel P. Huttenlocher 1e.Judith A. McGrath 1g. Jonathan J.Rubinstein 1f. Indra K. Nooyi 1h.Thomas O. Ryder 1i. Patricia Q.Stonesifer 3. ADVISORY VOTETO APPROVE EXECUTIVECOMPENSATION 1j. Wendell P.Weeks 2. RATIFICATION OFTHE APPOINTMENT OF ERNST& YOUNG LLP ASINDEPENDENT AUDITORSShareholder Proposals — TheBoard of Directors recommends avote AGAINST Proposals 4through 14. NOTE: Such otherbusiness as may properly comebefore the meeting or anyadjournment or postponementthereof. 6. SHAREHOLDERPROPOSAL REQUESTINGADDITIONAL REPORTING ONGENDER/RACIAL PAY 7.SHAREHOLDER PROPOSALREQUESTING A REPORT ONPROMOTION DATA 11.SHAREHOLDER PROPOSALREQUESTING A REPORT ONCOMPETITION STRATEGYAND RISK 12. SHAREHOLDERPROPOSAL REQUESTING ANADDITIONAL REDUCTION INTHRESHOLD FOR CALLINGSPECIAL SHAREHOLDERMEETINGS 13. SHAREHOLDERPROPOSAL REQUESTINGADDITIONAL REPORTING ONLOBBYING 14. SHAREHOLDERPROPOSAL REQUESTING AREPORT ON CUSTOMER USEOF CERTAIN TECHNOLOGIES4. SHAREHOLDER PROPOSALREQUESTING A REPORT ONCUSTOMER DUE DILIGENCE 5.SHAREHOLDER PROPOSALREQUESTING A MANDATORYINDEPENDENT BOARD CHAIRPOLICY 10. SHAREHOLDERPROPOSAL REQUESTING ANALTERNATIVE DIRECTORCANDIDATE POLICY 8.SHAREHOLDER PROPOSALREQUESTING A REPORT ONPACKAGING MATERIALS 9.SHAREHOLDER PROPOSALREQUESTING A DIVERSITYAND EQUITY AUDIT REPORTD31171-P50085-Z79192

D31172-P50085-Z79192