Amazon (AMZN) Proxy Filing summary

Executive summary

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

• Shareholders will vote on the election of 12 directors, ratification of Ernst & Young as auditors, an advisory vote on executive compensation, and eight shareholder proposals.

• The board recommends voting for all director nominees, for the auditor ratification, for the say-on-pay proposal, and against all shareholder proposals.

• Shareholder engagement remains a priority, with direct outreach to major investors and ongoing feedback incorporated into governance and compensation practices.

Voting matters and shareholder proposals

• Board recommends voting for all 12 director nominees, for auditor ratification, for executive compensation, and against all eight shareholder proposals.

• Shareholder proposals include requests for: mandatory separation of CEO and Chair roles, reports on advertising risks, alternative emissions reporting, data center climate impact, board oversight of AI, packaging materials, warehouse working conditions, and data usage in AI.

• The board opposes these proposals, citing existing policies, transparency, ongoing initiatives, and concerns about redundancy, cost, or misalignment with company strategy.

Board of directors and corporate governance

• The board consists of 12 members with diverse backgrounds and expertise in technology, finance, human capital, and global operations.

• All directors are elected annually, and the board maintains a majority voting standard.

• A lead independent director is appointed to ensure independent oversight.

• The board conducts annual evaluations, reviews succession planning, and prohibits hedging and speculative transactions by insiders.

• Shareholders with at least 25% of shares can call special meetings, and proxy access is available on market-standard terms.