Amazon (AMZN) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 21, 2025, and will be held virtually.

• Key items include director elections, auditor ratification, an advisory vote on executive compensation, and eight shareholder proposals.

• Extensive shareholder engagement occurred, with meetings involving over 70 of the 100 largest institutional shareholders.

Voting matters and shareholder proposals

• Shareholders will vote on director nominees, ratification of Ernst & Young as auditors, executive compensation, and eight shareholder proposals.

• Shareholder proposals cover board structure, advertising risks, emissions reporting, data center climate impact, AI oversight, packaging, warehouse conditions, and data usage in AI.

• The board recommends voting against all shareholder proposals, citing existing practices, transparency, and ongoing improvements.

Board of directors and corporate governance

• The board is diverse in gender and ethnicity, with a mix of tenures and substantial senior leadership experience.

• Directors bring expertise in human capital management, global operations, technology, finance, and risk management.

• The board structure allows flexibility in separating CEO and Chair roles as needed.