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Amazon.com 2025 Annual Meeting Proxy Statement (DEF 14A)

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Credibility Rating

5/5
Gold(5)

Gold standard. Rigorous peer review, high editorial standards, and strong institutional reputation.

Rating inherited from publication venue: SEC

Amazon's 2025 proxy statement includes shareholder proposals (items 4-11) that may address AI governance, safety, or accountability topics, making it relevant for tracking corporate AI governance practices at a major AI developer.

Metadata

Importance: 25/100otherprimary source

Summary

This is Amazon's definitive proxy statement for its May 21, 2025 annual shareholder meeting. It covers director elections, auditor ratification, executive compensation, and eight shareholder proposals. The board recommends voting against all shareholder proposals, which may include AI-related governance or accountability measures.

Key Points

  • Amazon's 2025 annual meeting includes 8 shareholder proposals (items 4-11), all opposed by the board, potentially including AI safety/accountability proposals.
  • The proxy covers board composition, sustainability oversight, and executive compensation advisory votes.
  • Amazon engaged 70 of its 100 largest unaffiliated shareholders since early 2024, with independent director participation.
  • The document reflects corporate governance practices at one of the world's largest AI developers and cloud providers.
  • Shareholder proposals at major tech companies are an emerging mechanism for pushing AI safety and accountability measures.

Cached Content Preview

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 TABLE OF CONTENTS 
 
 
 
 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 
 
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 Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) 
 
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 Definitive Proxy Statement 
 
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 Definitive Additional Materials 
 
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 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 all boxes that apply): 
 
 
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 No fee required 
 
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 Fee paid previously with preliminary materials 
 
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 Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 
 
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 TABLE OF CONTENTS 
 
 
 
 
 
 
 
 Notice of 2025
Annual Meeting 
of Shareholders 
& Proxy Statement 
 9:00 a.m., Pacific Time 
Wednesday, May 21, 2025 
 Virtual Meeting Site: www.virtualshareholdermeeting.com/AMZN2025 
 
 
 
 
 
 TABLE OF CONTENTS 
 
 
 
 
 
 
 PROXY OVERVIEW 
 
 
 ANNUAL MEETING OF SHAREHOLDERS
 

 To Be Held on Wednesday, May 21, 2025 
 
 Meeting Agenda 
 
 Thank you for being an Amazon shareholder. No matter how large or small your holdings may be, your vote is important to us, and we encourage you to vote your shares in accordance with the Board’s recommendations. The information here is only an overview, and you can learn more before you vote by reading our Proxy Statement and Annual Report. 
 
 
 
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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 12 directors 
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 FOR 
 

 (each nominee) 
 
 
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 2 
 
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 2. Ratification of Ernst & Young as independent auditors 
 
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 FOR 
 
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 26 
 
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 3. Advisory vote to approve executive compensation 
 
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 FOR 
 
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 29 
 
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 4-11. Shareholder proposals 
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 AGAINST 
 

 (each proposal) 
 
 
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 31 
 
 
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 To express our appreciation for your participation, Amazon will make a $1 charitable donation to Feeding America on beha

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