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.     )

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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

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AMAZON.COM, INC.

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

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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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Notice of 2026
Annual Meeting
of Shareholders
& Proxy Statement

9:00 a.m., Pacific Time
Wednesday, May 20, 2026

Virtual Meeting Site: www.virtualshareholdermeeting.com/AMZN2026

PROXY OVERVIEW

ANNUAL MEETING OF SHAREHOLDERS
To Be Held on Wednesday, May 20, 2026

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.

Shareholder Engagement (Since Beginning of 2025)

Board of Directors

 

Corporate Governance Highlights

Executive Compensation Overview

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Shareholder Proposals and Vote Recommendations

 

Global Impact Highlights

Our Customers

We obsess over making customers’ lives better and easier with products and services for consumers, sellers, brands, developers, enterprises, and creators.

We offer sharp pricing, vast selection, and record delivery speeds. In 2025, we:

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Delivered to Prime members at our fastest speeds ever, with over 13 billion items arriving the same or next day globally.

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Held our biggest Prime Day event ever, with customers saving billions and independent sellers achieving record sales.

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Were named the lowest-priced U.S. retailer by Profitero, with online prices on average 14% lower than other major U.S. retailers.

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Expanded Same-Day and Next-Day Delivery to tens of millions of customers in more than 4,000 smaller U.S. cities, towns, and rural communities.

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Added perishable groceries to Same-Day Delivery, growing availability to more than 2,300 U.S. cities and towns.

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Launched 30-minute delivery on thousands of items from Amazon Now in various cities in India, Mexico, and the UAE, and tested in communities in the U.S. and UK.

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Debuted the redesigned Kindle Scribe lineup and expanded accessibility across our devices with eye gaze control for Fire tablets, real-time call translation on Alexa, adaptive controls for motor impairments, and AI-enhanced audio features on Fire TV and Prime Video.

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We launched new AI-powered features that enhance shopping, selling, and home experiences, such as adding Alexa+ capabilities across Echo, Fire TV, and Ring devices for intelligent shopping and home management. We scaled our Rufus AI shopping assistant to more than 300 million customers and grew the number of customers using AI visual search with Lens by 45% year-over-year. In addition, we enhanced our generative AI Seller Assistant with agentic AI capabilities that enable AI to not just respond, but to reason, plan, and help take action with a seller’s permission, transforming how they run their businesses.

We launched generative AI tools and services that give AWS customers more choice and performance. In the last year, we:

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Launched a new class of AI agents, called frontier agents, to solve tasks more autonomously and over longer durations, such as Kiro, AWS Security Agent, and AWS DevOps Agent.

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Continued gaining momentum with AWS custom chips. Trainium2 is fully subscribed with 1.4 million chips landed and powers the majority of inference on Bedrock, a service used by over 100,000 companies. We launched Trainium3, which is up to 40% more price performant than Trainium2, and Graviton5, AWS’s most powerful and advanced CPU for a broad set of cloud workloads.

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Expanded Amazon Bedrock with more than 50 fully-managed models—including new Amazon Nova models—​enabling customers to test and switch between models without rewriting code while accessing capabilities in coding, reasoning, and agentic workflows.

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We create and offer world-class entertainment through Prime Video, Amazon MGM Studios, Amazon Music, and Amazon Games, including breaking several viewership records and expanding our sports line up. We produced the most-watched season in Thursday Night Football’s 20-year history, presented the most-streamed NFL game ever with the Packers vs. Bears Wild Card Playoff game, debuted NBA on Prime in more than 200 countries, and extended UEFA Champions League broadcast rights across four European countries through 2031. In addition, we added Peacock Premium Plus and Fox One to Prime Video, offering more than 100 subscriptions in the U.S., and launched the reimagined Luna cloud gaming service.

We continue to invent and invest in new areas that we believe customers will love. In the last year, we:

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Expanded the Amazon Leo low Earth orbit satellite fleet to more than 200 satellites; announced commercial agreements with JetBlue, Australia’s National Broadband Network, and Kazakhtelecom; and began initial network testing ahead of a wider commercial rollout.

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Unveiled Leo Ultra, an enterprise-grade customer terminal delivering simultaneous download speeds up to 1 Gbps and upload speeds up to 400 Mbps—the fastest commercial phased array antenna in production.

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Began offering Zoox’s robotaxi service in Las Vegas—the first fully autonomous ride-hailing service in a purpose-built robotaxi.

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Expanded Amazon Pharmacy Same-Day Delivery to more than 3,000 U.S. cities and towns.

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Our Employees and Partners

In addition to inventing and delivering for customers, we strive to make every day better for our employees and partners. With more than one million employees across the U.S., we have created more jobs in the country than any other company over the past decade.

We continue to invest in competitive pay and benefits for our people around the world, including:

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Our $1 billion investment in U.S. employee pay and benefits, bringing average total compensation for U.S. fulfillment and transportation employees to more than $30 per hour including the value of elected benefits.

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Increased the minimum starting annual salary for UK operations employees to £29,744. Frontline operations employees across the UK receive starting pay at a minimum of £14.30 per hour.

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Lowered health costs for U.S. fulfillment and transportation employees, bringing basic medical plan costs down to $5 per week for employees. This is just one of the many benefits we offer, which also include a free Prime membership, pre-paid tuition programs, 401(k) with company match, and more.

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Our goal is to set the benchmark for safety excellence across every industry in which we operate, and we continue to make meaningful, sustained improvement.

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Our Global Recordable Incident Rate improved 43% over the past six years and 14% year over year. Our Global Lost Time Incident Rate improved 70% over the past six years and 14% year-over-year.

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We’ve invested more than $2.5 billion to advance safety progress since 2019, including innovations, ergonomic improvements, and training programs.

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We announced plans to invest an additional $1.9 billion in the Delivery Service Partner program, adding to our total investment over the last seven years of  $16.7 billion.

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We trained over 180,000 Delivery Service Partner drivers on essential safety skills before they began road deliveries at our Amazon Integrated Last Mile Driver Academy.

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We introduced Vulcan, our first robot to combine sight and touch to navigate cluttered spaces like humans do, making jobs safer and easier.

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We conducted 10.4 million safety inspections globally—a 33% increase from 2024.

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We support employees, partners, and members of our communities in preparing for the jobs of the future through education programs that enable advancement to higher-skilled, higher-earning roles:

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Announced Future Ready 2030, a $2.5 billion goal to provide education and skills training for 50 million people globally, including employees and the broader workforce.

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Upskilled over 700,000 employees globally, including frontline hourly workers in fulfillment centers and delivery stations.

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Expanded our Career Choice program in the U.S., which prepays up to 100% of tuition fees and expanded learning pathways and partner institutions. More than 300,000 employees have participated since launch.

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Launched robotics and engineering apprenticeships in the U.S. to prepare employees for AI-driven roles. Graduates of our Mechatronics and Robotics Apprenticeship earn up to 49% more after completion—approximately $21,500 more annually than entry-level fulfillment center roles.

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Learn more at aboutamazon.com/workplace.

 

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Our Planet

We work to create real, long-lasting positive impact on our customers, the communities where we operate, and the planet.

The Climate Pledge is our goal to reach net-zero carbon emissions by 2040. It brings more than 640 signatories from more than 60 industries and more than 45 countries together to accelerate joint action. We’ve also invested in more than 20 climate-tech startups to help drive innovative new solutions that can accelerate a path forward. Examples of investment recipients include startups like Brimstone, which produces low-carbon concrete, and Electra, which decarbonizes steel, both essential materials in building construction.

We’re investing in building design and lower carbon construction materials. This past year, we:

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Opened DII5, a first-of-its-kind mass-timber delivery station that includes 40 climate-forward designs under one roof, including lower-carbon concrete, rainwater runoff collection and reuse, and electric heat pumps.

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Brought a fulfillment center online in Japan that uses geothermal technology, known as geo-exchange, for heating and cooling, and leverages vertical solar panels to help power its operations with carbon-free energy.

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Continued building data centers using lower-carbon concrete and steel and implementing technology to operate more efficiently, including our custom designed In-Row Heat Exchanger—a closed-loop liquid cooling system that is 20% more power efficient than off-the-shelf solutions while using 9% less water than fully air-cooled sites.

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Announced in collaboration with Rio Tinto that AWS secured the first low-carbon copper for use in U.S. data centers as the first customer of industry pioneer Nuton Technology. AWS will provide cloud-based data and analytics to help optimize Nuton’s operations.

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We continue efforts to minimize energy and water consumption in our data centers, with increased energy efficiency, significant investments in carbon-free energy, and many of our data centers only using water for cooling about 5% of the year as we work toward our 2030 goal of returning more water to communities than we use in AWS’s direct operations. This past year, we:

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Announced a plan to expand water recycling to over 120 data centers in the U.S. by 2030, expected to preserve over 530 million gallons of drinking water annually.

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Invested in 45 water replenishment projects, which are expected to return over 18 billion liters of water each year once all are completed—equal to enough water to fill 7,300 Olympic swimming pools.

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Leveraged AI tools, such as FlowMS for leak detection at over 200 sites and BBAM for utility efficiency at over 300 sites, to make our buildings more efficient.

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Announced the launch of Get Blue in collaboration with Water.org, Gap, and Starbucks, an initiative to help fund access to safe water and sanitation through Water.org’s proven solutions.

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Were named one of the world’s largest corporate purchasers of carbon-free energy by Bloomberg NEF.

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Announced we have invested in more than 700 carbon-free energy projects worldwide, with the capacity to generate more than 40 gigawatts of electricity.

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We deliver products in packaging that protects items while minimizing waste and making it easier to recycle, which has avoided 4.2 million metric tons of packaging since 2015. In 2024, we removed all plastic air pillows from our delivery packaging globally, helping avoid nearly 15 billion plastic air pillows annually. We retrofitted more than 120 of our automated packing machines that made plastic bags to now create made-to-fit paper bags across the U.S., helping us avoid more than 134 million plastic bags in 2024. We saw a significant year-over-year decrease in the number of shipments that contained single-use plastic delivery packaging in North America, reducing by almost half the number of shipments.

We continue to expand the use of zero-tailpipe-emission vehicles. We have deployed more than 40,000 electric delivery vehicles in our global transportation network, including more than 30,000 custom delivery vans making deliveries across thousands of U.S. cities. In 2024, Rivian vans delivered more than 1 billion packages to customers with zero tailpipe emissions.

Learn more at sustainability.aboutamazon.com.

 

 

Our Communities

We are committed to improving customers’ lives and contributing to the fabric of communities. We want communities to thrive because we’re there—creating jobs and affordable housing, investing in education, empowering small businesses, providing disaster relief, and operating sustainably at scale. These are all core to how we interact with communities.

When we become a part of a community, we work hard to be a good neighbor and make our communities stronger. That means creating jobs with good pay and benefits, building our fulfillment and data centers responsibly, and investing in local infrastructure like schools, affordable housing, and other essential services.

Our investments in the U.S. reached more than $340 billion in 2025, and we have contributed more than $1.8 trillion to the U.S. economy since 2010.

We engage and collaborate with local communities to address their unique needs, from infrastructure to talent attraction and workforce development programs. For example:

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More than 134,000 employees across 55 countries volunteered during our annual Global Month of Volunteering, supporting more than 2,500 organizations and communities.

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We delivered more than 60 million free meals from food banks across the U.S. and UK directly to families and individuals in need.

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We increased our commitment to help create and preserve affordable homes in our hometown regions of Puget Sound, National Capital, and Nashville, with plans to invest a total of  $3.6 billion in funding to make more than 35,000 properties remain affordable for 99 years.

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Our disaster relief program leverages our technology and global logistics network to provide fast, effective aid for communities around the world impacted by natural disasters. We operate dedicated disaster relief hubs around the world to deliver relief to communities within hours of a hurricane, wildfire, or other disaster. Since 2017, we have used our global inventory, logistics infrastructure, and technology to support communities impacted by more than 200 natural disasters. We’ve donated and delivered more than 26 million relief items—like emergency supplies, hygiene kits, diapers, baby formula, and water—globally. In 2025, we responded to 30 natural disasters across 12 countries, including:

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Donating and delivering over 500,000 relief items to 29 organizations during the L.A. wildfires, part of Amazon’s $10 million response with drone and cloud technology support.

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Working with more than 200 food banks across central and southeastern Mexico to distribute more than 2,000 boxes of food after devastating flooding. Each box held enough food to support a family of four for up to 10 days.

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Donating $3 million to support the Washington State Emergency Fund, American Red Cross, and United Ways of the Pacific Northwest to respond to destructive rains, winds, and landslides in western Washington and delivering more than 75,000 relief items in the hours and days after the floods.

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Delivering portable technology solutions to power and connect hospitals, police stations, and emergency operations in Jamaica as part of our commitment to help Caribbean communities recover from Hurricane Melissa.

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Flying Amazon Air to Alaska to deliver more than 6,800 relief items after Typhoon Halong swept homes into the sea.

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Bringing together 600 employees to unload and sort donations to support communities impacted by flooding in Central Texas.

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Learn more at aboutamazon.com/impact/community.

 

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS

The Board of Directors has fixed March 26, 2026 as the record date for determining shareholders entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Only shareholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting.

By Order of the Board of Directors

Susan K. Jong
Secretary

Seattle, Washington
April 9, 2026

Important Notice Regarding the Availability of Proxy Materials for the Amazon.com, Inc. Shareholder Meeting to be Held on May 20, 2026. The Proxy Statement and our 2025 Annual Report are available at www.proxyvote.com.

TABLE OF CONTENTS

This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including statements regarding our environmental, social, and other sustainability plans, initiatives, projections, goals, commitments, expectations, or prospects, are forward-looking. We use words such as anticipates, believes, commits, expects, future, goal, intends, plans, projects, seeks, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results or outcomes could differ materially due to a variety of factors. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our 2025 Annual Report on Form 10-K and our 2024 Amazon Sustainability Report. Any standards of measurement and performance made in reference to our environmental, social, and other sustainability plans and goals are developing and based on assumptions, and no assurance can be given that any such plan, initiative, projection, goal, commitment, expectation, or prospect can or will be achieved. Inclusion of environmental, social, or other sustainability information is not an indication that the subject or information is material to our business, strategy, outlook, operating results, or financial condition or material as it relates to our impact on other parties or sustainability matters. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

AMAZON.COM, INC.

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
To Be Held on Wednesday, May 20, 2026

The enclosed proxy is solicited by the Board of Directors of Amazon.com, Inc. (“Amazon” or the “Company”) for the Annual Meeting of Shareholders to be held virtually, via the Internet, at 9:00 a.m., Pacific Time, on Wednesday, May 20, 2026, and any adjournment or postponement thereof. For more information about the Annual Meeting, including how to attend and vote your shares, please see “Annual Meeting Information” on page 65.

Voting via the Internet, mobile device, or by telephone helps save money by reducing postage and proxy tabulation costs. To vote by any of these methods, read this Proxy Statement, have your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form in hand, and follow the instructions below for your preferred method of voting. Each of these voting methods is available 24 hours per day, seven days per week.

We encourage you to cast your vote by one of the following methods:

Our principal offices are located at 410 Terry Avenue North, Seattle, Washington 98109. This Proxy Statement is first being made available to our shareholders on or about April 9, 2026.

2026 Proxy Statement       1​

ITEM 1— ELECTION OF DIRECTORS

In accordance with our Bylaws, the Board has fixed the number of directors constituting the Board at eleven, as of the Annual Meeting. The Board, based on the recommendation of the Nominating and Corporate Governance Committee, proposed that the following eleven nominees be elected at the Annual Meeting, each of whom will hold office until the next Annual Meeting of Shareholders or until his or her successor shall have been elected and qualified:

Each of the nominees is currently a director of Amazon.com, Inc. and has been elected to hold office until the 2026 Annual Meeting or until his or her successor has been elected and qualified. The nominees were most recently elected at the 2025 Annual Meeting of Shareholders. Biographical and related information on each nominee is set forth below. On April 7, 2026, Keith B. Alexander informed the Company that he would not stand for re-election at the Annual Meeting.

The Board expects that the eleven nominees will be available to serve as directors. However, if any of them should be unwilling or unable to serve, the Board may decrease the size of the Board or may designate substitute nominees, and the proxies will be voted in favor of any such substitute nominees.

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BOARD OF DIRECTORS INFORMATION

In evaluating the nominees for the Board of Directors, the Board and the Nominating and Corporate Governance Committee take into account the qualities they seek for directors, and the directors’ individual qualifications, skills, expertise, and background in the context of the Company’s operations, so that collectively the Board operates as a diverse, engaged, and effective body to oversee and direct the Company’s management, operations, and strategy. Each of our director candidates possesses many skills and qualifications that enable them to effectively and productively contribute to the Board’s oversight of Amazon, and key aspects of their skills, qualifications, expertise, and background are discussed below in each biography and under “Board Composition.” When evaluating re-nomination of existing directors, the Committee also considers the nominees’ past and ongoing effectiveness on the Board, the Board’s current composition and succession planning, and the Company’s evolving business needs.

Biographical Information

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BOARD OF DIRECTORS INFORMATION

Board Composition

The Nominating and Corporate Governance Committee annually reviews the tenure, performance, and contributions of existing Board members to the extent they are candidates for re-election and considers all aspects of each candidate’s qualifications and skills in the context of the Company’s needs at that point in time. Among the qualifications and skills of a candidate considered important by the Nominating and Corporate Governance Committee are: a commitment to representing the long-term interests of shareholders; customer experience skills; Internet savvy; an inquisitive and objective perspective; the willingness to take appropriate risks; leadership ability; human capital management; personal and professional ethics, integrity, and values; practical wisdom and sound judgment; international business experience; and business and professional experience in fields such as retail, operations, technology, finance/accounting, product development, intellectual property, law, multimedia entertainment, and marketing. In evaluating director candidates’ time commitments, the Nominating and Corporate Governance Committee annually considers whether each candidate is in compliance with the limits on other public company board service contained in our Board of Directors Guidelines on Significant Corporate Governance Issues. Specifically, the Board believes that directors who are executive officers of public companies should not serve on more than two public company boards at a time, and that other directors should not serve on more than three public company boards at a time.

As stated in the Board of Directors Guidelines on Significant Corporate Governance Issues, the Nominating and Corporate Governance Committee seeks out candidates with a diversity of experiences, backgrounds, and perspectives. The Nominating and Corporate Governance Committee seeks to include, and has any search firm that it engages seek to include, a diversity of experiences, backgrounds, and perspectives in the pool from which the Committee selects qualified director candidates. The Board assesses its effectiveness in this regard as part of its annual Board and director evaluation process. Currently, of our nine independent director nominees, four are women, three are from underrepresented racial/ethnic groups, and three have served for five years or less. Our Board’s composition also represents a balanced approach to director tenure, allowing the Board to benefit from the experience of longer-serving directors combined with fresh perspectives from newer directors (with two new directors on-boarding and two directors leaving within the last three years). The tenure range of our director nominees is as follows:

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BOARD OF DIRECTORS INFORMATION​

Board Skills and Characteristics

Each of our director nominees has substantial senior leadership experience needed to oversee a company of our size and scale, human capital management experience that is required to oversee our large, diverse, and talented workforces, and other relevant professional experience. Key skills, qualifications, and attributes of our director nominees include:

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BOARD OF DIRECTORS INFORMATION

Corporate Governance

Board Leadership

The Board is responsible for the control and direction of the Company. The Board represents the shareholders, and its primary purpose is to build long-term shareholder value. The Chair of the Board is selected by the Board, and Jeff Bezos, our founder, currently serves as Executive Chair. The Board believes that this leadership structure is appropriate given Mr. Bezos’s role in founding Amazon and his significant ownership stake. The Board believes that this leadership structure improves the Board’s ability to focus on key policy and operational issues and helps the Company operate in the long-term interests of shareholders.

In addition, the independent directors on the Board have appointed a lead independent director from the Board’s independent directors, currently Jamie S. Gorelick, in order to promote independent leadership of the Board. The lead independent director presides over the executive sessions of the independent directors, chairs Board meetings in the Chair’s absence, works with management and the independent directors to approve agendas, schedules, information, and materials for Board meetings, and is available to engage directly with major shareholders where appropriate. In addition, the lead independent director confers from time to time with the Chair of the Board and the independent directors and reviews, as appropriate, the annual schedule of regular Board meetings and major Board meeting agenda topics. The guidance and direction provided by the lead independent director reinforce the Board’s independent oversight of management and contribute to communication among members of the Board.

Director Independence

The Board has determined that the following directors are independent as defined by Nasdaq rules: Gen. Alexander, Ms. Cooper, Ms. Gorelick, Dr. Huttenlocher, Dr. Ng, Mrs. Nooyi, Mr. Rubinstein, Mr. Smith, Ms. Stonesifer, and Mr. Weeks. In assessing directors’ independence, the Board took into account certain transactions, relationships, and arrangements involving some of the directors and concluded that such transactions, relationships, and arrangements did not impair the independence of the director. For Mr. Weeks, the Board considered payments in the past three years in the ordinary course of business from the Company to Corning Incorporated or its affiliates. For Dr. Ng, the Board considered payments in the past year in the ordinary course of business from the Company to DeepLearning.AI LLC or its affiliates. All such payments were not significant for any of these companies.

Risk Oversight

As part of regular Board and committee meetings, the directors oversee executives’ management of risks relevant to the Company. While the full Board has overall responsibility for risk oversight, the Board has delegated responsibility related to certain risks to the Audit Committee, the Leadership Development and Compensation Committee, the Nominating and Corporate Governance Committee, and the Security Committee.

The Audit Committee is responsible for overseeing management of risks related to our financial statements and financial reporting process, assessment of risks related to business continuity and operational risks, the qualifications, independence, and performance of our independent auditors, the performance of our internal audit function, legal and regulatory matters, our compliance policies and procedures, tax planning and compliance, and political contributions and lobbying expenses.

The Leadership Development and Compensation Committee is responsible for overseeing management of risks related to succession planning and compensation for our executive officers and our overall compensation program, including our equity-based compensation plans, as well as risks related to other human capital management matters, including workplace health and safety, culture, diversity, discrimination, and harassment. The Nominating and Corporate Governance Committee is responsible for overseeing management of risks related to our sustainability and other environmental and corporate social responsibility practices, including risks related to our operations and supply chain and responsible AI development and AI governance. In particular, the Nominating and Corporate Governance Committee and the Leadership Development and Compensation Committee oversee and receive regular reports from, and provide direction to, management on our strategies related to sustainability, human capital, health and safety, and diversity and inclusion.

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BOARD OF DIRECTORS INFORMATION​

The Security Committee oversees the Company’s policies and procedures for protecting the Company’s security infrastructure and for compliance with applicable data protection and security regulations, and related risks. The Security Committee receives reports regarding such risks from management, including our chief security officer, and reports to the Board at least annually. The Committee also oversees the Board’s response to any significant cybersecurity incidents. The Company requires employees with access to information systems, including all corporate employees, to undertake data protection and cybersecurity training and compliance programs annually.

The full Board regularly reviews reports from management on various aspects of our business, including related risks and tactics and strategies for addressing them. At least annually, the Board reviews our CEO succession planning as described in our Board of Directors Guidelines on Significant Corporate Governance Issues.

Corporate Governance Documents

Please visit our investor relations website at www.amazon.com/ir, “Corporate Governance,” for additional information on our corporate governance, including:

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our Amended and Restated Certificate of Incorporation and Bylaws;

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the Board of Directors Guidelines on Significant Corporate Governance Issues, which includes policies on shareholder communications with the Board, director attendance at our annual meetings, director resignations to facilitate our majority vote standard, director stock ownership guidelines, director board service limits, and succession planning;

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the charters approved by the Board for the Audit Committee, the Leadership Development and Compensation Committee, and the Nominating and Corporate Governance Committee;

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the Code of Business Conduct and Ethics; and

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our U.S. Political Engagement Policy and Statement.

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Sustainability Initiatives

We regularly publish information regarding our sustainability and other environmental, social, and human capital goals and initiatives on our website, including in our annual Sustainability Report. We also disclose our performance using the Global Reporting Initiative (“GRI”), the Sustainability Accounting Standards Board (“SASB”), the Task Force on Climate-related Financial Disclosures (“TCFD”), and the United Nations (“UN”) Guiding Principles on Business and Human Rights reporting frameworks. Key highlights from our website and our 2024 Sustainability Report include:

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The Climate Pledge and Carbon-Free Energy. In 2019, we co-founded The Climate Pledge, a goal to reach net-zero carbon emissions across our global operations by 2040. We are proud that more than 640 companies across more than 60 industries and more than 45 countries have joined The Climate Pledge. As part of this goal, we publish our carbon footprint and calculation methodology. In 2024, while we saw a 6% increase in absolute carbon emissions, we continued our work to decouple emissions from business growth and achieved a 4% reduction in carbon intensity compared to 2023, with 11% business growth during the same period. This metric allows us to measure how our carbon footprint is changing relative to the growth of the business. We have reduced our carbon intensity approximately 40% since committing to The Climate Pledge goal in 2019.

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We have also continued to invest in accelerating climate action, new technologies, and innovation. Through the Climate Pledge Fund, we have invested in more than 20 climate-tech start-ups that are advancing sustainable technologies and services across hard-to-abate sectors, with the goal of supporting these companies to lower the overall cost to decarbonize Amazon and the broader economy. In addition, we established the Right Now Climate Fund, supporting nature conservation and climate resilience in communities around the world, through which we have disbursed more than $67 million to finance 19 projects across 14 countries, protecting and restoring 49,000 hectares of land area since 2019. Amazon also continues to be a leader in carbon-free energy, investing in nuclear energy, small modular reactor (“SMR”) technology, and wind and solar power, with more than 700 projects across 28 countries. In 2025, we were one of the world’s largest

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BOARD OF DIRECTORS INFORMATION

corporate purchasers of carbon-free energy. We are also decarbonizing our transportation network by deploying zero-emission vehicles, using low-carbon fuels, optimizing routing and transportation network efficiency, investing in emerging technologies, and collaborating with others to accelerate cross-sector innovation. We plan to deploy 100,000 electric delivery vans by 2030, with more than 30,000 on the road globally now, and we continue to expand our micro-mobility fleet in the U.S. and Europe with e-cargo bikes and on-foot deliveries.

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Data Center Innovation and Efficiency. We are working to decrease the carbon footprint of our data centers, including by using carbon-free sources of energy (renewable sources and nuclear energy, among others), using lower-carbon alternatives for building construction, and increasing operational efficiency. We have also developed new AWS data center components, offering 12% more compute power with improved availability and efficiency, and a novel, direct-to-chip liquid cooling solution for high-density AI compute chips in new and existing data centers. These components are expected to reduce mechanical energy consumption by up to 46% compared to previous designs during peak cooling conditions, without increasing water usage.

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Water and Other Natural Resources. We set a goal of being water positive by 2030, returning more water to communities than we use across our data center operations. We aim to achieve this by improving water use effectiveness and efficiency, using more sustainable sources such as recycled water and harvested rainwater, reusing and reducing needs for cooling water, and delivering water replenishment in the communities where we operate. We are also innovating in new ways to help with our water use. For example, AWS’s implementation of integrated liquid cooling for AI workloads helped achieve a global water use efficiency metric of 0.15 liters per kilowatt-hour—a 40% improvement since 2021. Through this collective work, by the end of 2024, AWS was 53% of the way toward meeting our water positive by 2030 goal.

​

•

Circular Economy and Avoiding and Managing Waste. We are working to send less material to landfills and more back into the circular economy. Amazon is minimizing waste, including food waste and plastics, increasing recycling, and providing options for our customers to keep items in use longer through repair, refurbishment, resale as pre-owned, or recycling. We created our Ships in Product Packaging program to deliver eligible items safely in just their original manufacturers’ packaging—without an additional Amazon delivery box or bag. In 2024, 12% of our packages globally were shipped without additional packaging, and since 2020, over 6 billion shipments have been delivered with only their original packaging in North America and Europe. We are improving the design and materials used for our packaging, reducing weight, using machine learning algorithms and AI models to identify optimal packaging type and size, and improving the composition of our plastic packaging to use less material and incorporate more recycled content. We have continued to take steps to reduce single-use plastics in our outbound packaging, and since 2024, we have eliminated all plastic air pillows from our delivery packaging used at our global fulfillment centers. Since 2021, we have disclosed the total metric tons of single-use plastic used across our global operations network to ship orders to customers, and in 2024, we reduced the amount of single-use plastic delivery packaging globally by 16.4% compared to 2023.

​

•

Responsible AI. We are committed to, and are a leader in, the responsible development and use of AI and machine learning, including technologies like foundation models and generative AI. For example, our commitment to responsible AI has eight core priorities that include privacy and security, safety, fairness, transparency, and governance. We also believe collaboration among companies, governments, researchers, and the AI community is critical to foster the development of AI that is safe, responsible, and trustworthy. To that end, we have closely collaborated with efforts such as the G7 AI Hiroshima Process Code of Conduct and the AI Safety Summits in the UK and Seoul, and through organizations like the Frontier Model Forum and Partnership on AI, we actively drive AI safety research and shape technical standards.

​

•

Investing in Our Communities. Amazon supports our communities by expanding access to food and other critical social needs, supporting disaster relief efforts, investing in access to education, skills, and training, and creating affordable housing. Since 2017, Amazon has donated and delivered more than 26 million relief items to support communities impacted by more than 200 disasters around the world, and we now operate 15 dedicated disaster relief hubs around the world. Amazon’s housing fund helps create and preserve affordable homes in our three hometown regions of Puget Sound, National Capital, and Nashville. In 2024, we increased our total commitment to $3.6 billion to help create or preserve 35,000 affordable homes in these communities, and we have now helped to create or preserve more than 10,000 affordable homes across the Puget Sound region and 10,000 affordable homes in the National Capital region.

​

•

Human Rights. Our commitment and approach to human rights are informed by leading international standards and frameworks developed by the UN and the International Labour Organization (“ILO”), including the UN Universal Declaration of Human Rights, the Core Conventions of the ILO, and the ILO Declaration on Fundamental Principles and Rights at Work. We have codified our commitment to human rights in our Amazon Global Human Rights Principles, which we updated in 2025 to better align with evolving business needs, international standards, and industry best practices. We also

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BOARD OF DIRECTORS INFORMATION​

publish Supply Chain Standards, which detail the requirements and expectations for all suppliers of goods and services for Amazon, including service providers, vendors, selling partners, contractors, and subcontractors. We continue to refine our approach to assess, prioritize, and address human rights risks across our business activities. In 2024, we expanded our human rights and environmental due diligence work to encompass a broader range of key businesses and enterprises, including AWS, Operations, Stores, Grocery, and Corporate Real Estate. The results of these due diligence assessments strengthen our understanding of systemic and business-specific risks and inform action plans to mitigate future risks.

•

Human Capital. We support our employees through initiatives focusing on workplace health and safety, investments in benefits and opportunities, and employee engagement, and we publish information about our employee experience. Our goal is to set the benchmark for safety excellence across every industry in which we operate. Since 2019, we have invested more than $2.5 billion to advance safety progress, including innovations, ergonomic improvements, and training programs, and in 2026, we have committed hundreds of millions of dollars more. In 2025, we announced that we are investing over $1 billion to raise pay and lower health care costs for U.S. fulfillment and transportation employees, bringing the average pay for those roles to more than $23 per hour, more than triple the federal minimum wage, and the average total compensation to more than $30 per hour when the value of elected benefits is included. Benefits include health care starting on the first day of employment for regular full-time employees; Career Choice, which pre-pays 100% of tuition at more than 475 education partners; a 401(k) plan with a Company match; flexible time-off options that increase with tenure; paid parental leave and family support programs; and an employee assistance program, offering mental health short-term counseling, referrals, and work-life support.

​

•

Inclusive Experiences. We are committed to creating a diverse and inclusive company with equal opportunity for all, helping us provide the best range of products and services for our vast and varied customer base. This drives our commitment to equitable and inclusive employment and business opportunities. For example, our employee-led groups, which engage employees around the world, foster community and support and are open to all at Amazon. In 2024, we expanded Amazon Huddles—conversations that help build an inclusive culture—to reach tens of thousands of employees globally. We are committed to compensating our employees fairly and equitably and publish details on gender and racial/​ethnic group pay statistics.

​

These ambitious and impactful goals and initiatives build on Amazon’s long-term commitment to sustainability, as well as our commitment to supporting our employees, partners in our supply chain, and our communities. These are just some examples of the many sustainability and other environmental, social, and human capital initiatives we have underway, as we seek to constantly invent across the Company. We encourage you to learn more about these initiatives and our progress towards meeting our goals by reviewing our reports, policies, and commitments, many of which are available at www.aboutamazon.com/about-us/amazon-reports.

Shareholder Engagement

We believe that effective corporate governance includes year-round engagement with our shareholders. Our shareholder engagement team includes employees whose full-time, year-round responsibilities include engaging with our investors, communicating with management and directly with our Board members to inform them on topics discussed and feedback received in the course of their engagement meetings, and coordinating and promoting the effectiveness of direct shareholder engagement meetings that our directors participate in. We meet regularly with our shareholders, including both large and small investors, to discuss business strategy, performance, compensation philosophy, corporate governance, and environmental and social topics. In a typical year, we will engage with dozens of shareholders, including our largest shareholders, two or more times a year. This outreach is complementary to the hundreds of touchpoints our Investor Relations team has with shareholders each year. We find it beneficial to have ongoing dialogue with our shareholders throughout the year on a full range of investor priorities (instead of engaging with shareholders only prior to our annual meeting on issues to be voted on in the proxy statement). Depending on the circumstance, our lead independent director and other independent directors engage in these conversations with shareholders as well.

Since the beginning of 2025, we have engaged with 66 of our 100 largest unaffiliated shareholders, as well as with numerous other shareholders. Our lead independent director participated in one-on-one or small group meetings with shareholders owning more than 22% of our stock. In addition, the Board and Board committees receive a number of letters from investors, and our directors review our responses to such correspondence and provide direction as necessary. Our direct engagement with shareholders helps us better understand our shareholders’ priorities, perspectives, and areas of concern, while giving us an opportunity to elaborate on our many initiatives and practices and to address the extent to which

2026 Proxy Statement       19​

BOARD OF DIRECTORS INFORMATION

various aspects of these matters are (or are not) significant given the scope and nature of our operations and our existing practices. We take insights from this feedback into consideration and regularly share them with our Board as we review and evolve our practices and disclosures.

Board Meetings and Committees

The Board meets regularly during the year, and holds special meetings and acts by unanimous written consent whenever circumstances require. During 2025, there were 6 meetings of the Board. All incumbent directors attended at least 75% of the aggregate of the meetings of the Board and committees on which they served occurring during 2025. All directors then serving attended the 2025 Annual Meeting of Shareholders. In addition, during 2025, the Board participated in regularly scheduled teleconference discussions on various topics, generally on a monthly basis.

The Board has established an Audit Committee, a Leadership Development and Compensation Committee, a Nominating and Corporate Governance Committee, and a Security Committee, each of which is comprised entirely of directors who meet the applicable independence requirements of the Nasdaq rules. The Committees keep the Board informed of their actions and provide assistance to the Board in fulfilling its oversight responsibility to shareholders. The table below provides current membership information as well as meeting information for the last fiscal year.

​

  Executive Chair

​

  Committee Chair

​

  Lead Independent Director

​

(1)

Gen. Alexander is not standing for re-election at the Annual Meeting.

​

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BOARD OF DIRECTORS INFORMATION​

The functions performed by these Committees are summarized below.

Audit Committee

The Audit Committee represents and assists the Board in fulfilling its oversight responsibility relating to our financial statements and financial reporting process, assessment of risks related to business continuity and operational risks, the qualifications, independence, and performance of our independent auditors, the performance of our internal audit function, legal and regulatory matters, our compliance policies and procedures, tax planning and compliance, and policies, procedures, and reports on political contributions and lobbying expenses. The Board has designated each of Messrs. Smith and Weeks and Mrs. Nooyi as an Audit Committee Financial Expert, as defined by Securities and Exchange Commission (“SEC”) rules.

Leadership Development and Compensation Committee

The Leadership Development and Compensation Committee evaluates our programs and practices relating to talent and leadership development, reviews and establishes compensation of the Company’s executive officers, oversees management of risks for succession planning and our overall compensation program, including our equity-based compensation plans, and oversees the Company’s strategies and policies related to human capital management, all with a view towards maximizing long-term shareholder value. The Committee may engage compensation consultants but did not do so in 2025, and during 2025 reviewed and discussed peer company compensation benchmarking and surveys prepared by management and by a consulting firm hired by management to provide survey data. The Committee oversees the Company’s Code of Business Conduct and Ethics with respect to compliance with, and reports pursuant to, the Company’s workplace non-discrimination and anti-harassment policies. Additional information on the Committee’s processes and procedures for considering and determining executive compensation is contained in the Compensation Discussion and Analysis section of this Proxy Statement.

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BOARD OF DIRECTORS INFORMATION

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee reviews and assesses the composition and compensation of the Board, assists in identifying potential new candidates for director, recommends candidates for election as director, and oversees the Company’s sustainability, corporate social responsibility, and corporate governance policies and initiatives. The Nominating and Corporate Governance Committee also recommends to the Board compensation for newly elected directors and reviews director compensation as necessary.

Security Committee

The Security Committee oversees the Company’s policies and procedures for protecting the Company’s security infrastructure and for compliance with applicable data protection and security regulations, and related risks. The Security Committee receives reports regarding such risks from management, including our chief security officer, and reports to the Board at least annually. The Committee also oversees the Board’s response to any significant cybersecurity incidents.

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BOARD OF DIRECTORS INFORMATION​

Director Nominations

The Nominating and Corporate Governance Committee considers candidates for director who are recommended by its members, by other Board members, by shareholders, and by management, as well as those identified by a third-party search firm retained to assist in identifying and evaluating possible candidates. The Nominating and Corporate Governance Committee evaluates director candidates recommended by shareholders in the same way that it evaluates candidates recommended by its members, other members of the Board, or other persons, as described above under “Board Composition.”

Shareholder Recommendations for Directors

Shareholders wishing to submit recommendations for director candidates for consideration by the Nominating and Corporate Governance Committee must provide the following information in writing to the attention of the Secretary of Amazon.com, Inc. by certified or registered mail:

•

the name, address, and biography of the candidate, and an indication of whether the candidate has expressed a willingness to serve;

​

•

the name, address, and phone number of the shareholder or group of shareholders making the recommendation; and

​

•

the number of shares of common stock beneficially owned by the shareholder or group of shareholders making the recommendation, the length of time held, and to the extent any shareholder is not a registered holder of such securities, proof of such ownership.

​

To be considered by the Nominating and Corporate Governance Committee for the 2027 Annual Meeting of Shareholders, a director candidate recommendation must be received by the Secretary of Amazon.com, Inc. by December 10, 2026.

Our Bylaws provide a proxy access right for shareholders, pursuant to which a shareholder, or group of up to 20 shareholders, may include director nominees (representing up to 20% of the number of directors in office) in our proxy materials for annual meetings of our shareholders. To be eligible to utilize these proxy access provisions, the shareholder or group must have owned at least 3% of the aggregate of the issued and outstanding shares of our common stock continuously for at least the prior three years and must satisfy the additional eligibility, procedural, and disclosure requirements set forth in our Bylaws.

Compensation of Directors

Director Compensation Philosophy

Our directors do not receive cash compensation for their services as directors or as members of committees of the Board, but we pay reasonable expenses incurred for attending meetings. At the discretion of the Board, directors are eligible to receive stock-based awards under the 1997 Stock Incentive Plan, as amended and restated (the “1997 Plan”). Similar to compensation for our employees, the compensation for our Board members is aligned with long-term value creation because it consists solely of restricted stock unit awards that have three-year vesting periods. Likewise, because our compensation program is designed to promote long-term performance and operate over a period of years, directors typically do not receive stock-based awards every year, and instead have in the past received awards only once every three years. Our Board members’ compensation will be negatively impacted if our stock price declines and will be favorably impacted if the stock performs

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BOARD OF DIRECTORS INFORMATION

beyond the initial stock price at grant date. By not accepting cash compensation, only restricted stock unit awards, the Board sets a tone at the top that compensation should be based on long-term value creation.

2025 Stock Awards

Based on the Nominating and Corporate Governance Committee’s recommendation, the Board approved restricted stock unit awards for: (1) 4,806 shares to Mrs. Nooyi on March 12, 2025, vesting in three equal annual installments on May 15, 2026, May 15, 2027, and May 15, 2028; and (2) 4,695 shares to Ms. Stonesifer and Messrs. Huttenlocher and Rubinstein on September 10, 2025, vesting in three equal annual installments on November 15, 2026, November 15, 2027, and November 15, 2028. The awards were designed to provide approximately $355,000 in compensation annually, in each case based on an assumed value of the restricted stock units vesting in each year, which compensation represents the 50th percentile for annual director compensation among a group of peer companies. When determining the amount and vesting schedule for directors’ restricted stock unit awards, the Nominating and Corporate Governance Committee and Board have not varied awards based on specific committee service.

Each grant compensates for future performance, and no portion of a restricted stock unit award vests until the year after it is granted. If a director leaves the Board prior to a vest date for any reason, he or she will forfeit all or any portion of the restricted stock unit award that has not previously vested.

The following table sets forth for the year ended December 31, 2025 all compensation reportable for directors who served during 2025, as determined by SEC rules.

Director Compensation for 2025

​

(1)

Stock awards are reported at aggregate grant date fair value as determined under applicable accounting standards. The grant date fair value for restricted stock units as reported in the table above is determined based on the number of shares granted multiplied by the average of the high and the low trading price of common stock of the Company on the grant date, without regard to the fact that the grants vest annually over three years. See Note 1, “Description of Business, Accounting Policies, and Supplemental Disclosures—Stock-Based Compensation,” in Item 8, “Financial Statements and Supplementary Data,” in our 2025 Annual Report on Form 10-K.

​

(2)

Mr. Bezos and Mr. Jassy did not receive any compensation for their services as directors in addition to their compensation for services as executive officers.

​

(3)

Gen. Alexander and Mr. Smith each held 2,605 unvested restricted stock units as of December 31, 2025. Gen. Alexander is not standing for re-election at the Annual Meeting.

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(4)

Ms. Cooper held 4,084 unvested restricted stock units as of December 31, 2025.

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(5)

Ms. Gorelick held 5,354 unvested restricted stock units as of December 31, 2025.

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(6)

Ms. Stonesifer, Dr. Huttenlocher, and Mr. Rubinstein each held 4,695 unvested restricted stock units as of December 31, 2025.

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(7)

Dr. Ng held 3,968 unvested restricted stock units as of December 31, 2025.

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(8)

Mrs. Nooyi held 4,806 unvested restricted stock units as of December 31, 2025.

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(9)

Mr. Weeks held 5,448 unvested restricted stock units as of December 31, 2025.

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ITEM 2—RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS

Under the rules and regulations of the SEC and Nasdaq, the Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of our independent auditors. In addition, the Audit Committee considers the independence of our independent auditors and participates in the selection of the independent auditor’s lead engagement partner. The Audit Committee has appointed, and, as a matter of good corporate governance, is requesting ratification by the shareholders of the appointment of, the registered public accounting firm of Ernst & Young LLP (“EY”) to serve as independent auditors for the fiscal year ending December 31, 2026. EY has served as our independent auditor since 1996. The Audit Committee considered a number of factors in determining whether to re-engage EY as the Company’s independent registered public accounting firm, including the length of time the firm has served in this role, the firm’s professional qualifications and resources, the firm’s past performance, and the firm’s capabilities in handling the breadth and complexity of our business, as well as the potential impact of changing independent auditors.

The Board of Directors and the Audit Committee believe that the continued retention of EY as the Company’s independent auditor is in the best interests of the Company and its shareholders. If shareholders do not ratify the selection of EY, the Audit Committee will evaluate the shareholder vote when considering the selection of a registered public accounting firm for the audit engagement for the 2027 fiscal year. In addition, if shareholders ratify the selection of EY as independent auditors, the Audit Committee may nevertheless periodically request proposals from the major registered public accounting firms and as a result of such process may select EY or another registered public accounting firm as our independent auditors.

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AUDITORS

Representatives of EY are expected to participate in the Annual Meeting and will have an opportunity to make a statement and respond to appropriate questions from shareholders.

Fee Information

The table below sets forth the aggregate audit fees billed and expected to be billed by EY for the indicated fiscal year and the fees billed and expected to be billed by EY for all other services rendered during the indicated fiscal year:

Audit Fees

Audit fees include the aggregate fees for the audit of our annual consolidated financial statements and internal controls, and the reviews of each of the quarterly consolidated financial statements included in our Forms 10-Q. These fees also include statutory and other audit work performed with respect to certain of our subsidiaries.

Audit-Related Fees

Audit-related fees include accounting advisory services related to the accounting treatment of transactions or events, including acquisitions, and to the adoption of new accounting standards, as well as additional procedures related to accounting records performed to comply with regulatory reporting requirements and providing certain attest reports, including for sustainability reporting.

Tax Fees

Tax fees, if any, include tax compliance services and assistance with tax audits.

All Other Fees

All other fees were for advisory services related to sustainability reporting and ISO compliance.

Pre-Approval Policies and Procedures

All of the fees described above were approved by the Audit Committee. The Audit Committee is responsible for overseeing the audit fee negotiations associated with the retention of EY to perform the audit of our annual consolidated financial statements and internal controls. The Audit Committee has adopted a pre-approval policy under which the Audit Committee approves in advance all audit and non-audit services to be performed by our independent auditors. As part of its pre-approval policy, the Audit Committee considers whether the provision of any proposed non-audit services is consistent with the SEC’s rules on auditor independence. In accordance with the pre-approval policy, the Audit Committee has pre-approved certain specified audit and non-audit services to be provided by EY if they are initiated within 18 months after the date of the pre-approval (or within such other period from the date of pre-approval as may be provided). If there are any additional

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AUDITORS​

services to be provided, a request for pre-approval must be submitted by management to the Audit Committee for its consideration under the policy. Finally, in accordance with the pre-approval policy, the Audit Committee has delegated pre-approval authority to each of its members. Any member who exercises this authority must report any pre-approval decisions to the Audit Committee at its next meeting.

Audit Committee Report

The Audit Committee is composed solely of independent directors meeting the applicable requirements of the Nasdaq rules. The Audit Committee reviews the Company’s financial reporting process on behalf of the Board. Management has the primary responsibility for establishing and maintaining adequate internal control over financial reporting, for preparing the financial statements, and for the reporting process. The Audit Committee members do not serve as professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management and the independent registered public accounting firm. The Company’s independent auditors are engaged to audit and report on the conformity of the Company’s financial statements to accounting principles generally accepted in the United States and the effectiveness of the Company’s internal control over financial reporting.

In this context, the Audit Committee reviewed and discussed with management and the independent auditors the audited financial statements for the year ended December 31, 2025 (the “Audited Financial Statements”), management’s assessment of the effectiveness of the Company’s internal control over financial reporting, and the independent auditors’ evaluation of the Company’s system of internal control over financial reporting. The Audit Committee has discussed with Ernst & Young LLP, the Company’s independent auditors, the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the Securities and Exchange Commission. In addition, the Audit Committee has received the written disclosures and the letter from the independent auditors required by applicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence, and has discussed with the independent auditors the independent auditors’ independence.

Based upon the reviews and discussions referred to above, the Audit Committee recommended to the Board that the Audited Financial Statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, for filing with the Securities and Exchange Commission.

The Audit Committee

Indra K. Nooyi
Brad D. Smith
Wendell P. Weeks

2026 Proxy Statement       27​

ITEM 3—ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

We are asking shareholders to approve, on an advisory basis, the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table, and the related compensation tables and narrative.

As described in the Compensation Discussion and Analysis section of this Proxy Statement, the Leadership Development and Compensation Committee has structured our executive compensation program to tie total compensation to long-term performance that supports shareholder value, as reflected primarily in our stock price.

We believe our executive compensation program works well for our employees and for our shareholders. For example, as of the end of 2025, our stock price had increased approximately 9,691% over twenty years (a compound annual growth rate of 26%), 583% over ten years, 42% over five years, and 175% over three years. This does not mean that our stock price increased on a year-over-year basis each of these years; for example, in 2014, our stock declined by 22%, and in 2022, our stock declined by 50%.

Our compensation philosophy is anchored on periodic grants of time-vested restricted stock units that vest over the long term, which strongly and directly align our executives’ compensation with the returns we deliver to shareholders. For example, due to our stock price performance, our CEO’s 2025 realized compensation increased by 13% from 2024 and his 2024 realized compensation increased by 37% from 2023 even though the number of stock units that vested declined each year, showing the alignment between our executive compensation program and our shareholder returns.

In addition, at our 2025 Annual Meeting of Shareholders, 78% of the votes cast supported our advisory vote to approve the compensation of our named executive officers. We are pleased with the broad support among our shareholders for our compensation practices, which we believe reflects the success of our extensive engagement with, and responsiveness to, shareholders in prior years.

We urge shareholders to read the Compensation Discussion and Analysis, as well as the Summary Compensation Table and related compensation tables and narrative, which provide detailed information on the compensation of our named executive officers. The Leadership Development and Compensation Committee and the Board believe that the policies and procedures articulated in the Compensation Discussion and Analysis are effective in achieving our goals and that the compensation of our named executive officers has supported and contributed to our success.

This item is being presented pursuant to Section 14A of the Securities Exchange Act of 1934, as amended. After the 2026 Annual Meeting, our next advisory vote on executive compensation will occur at our 2027 Annual Meeting of Shareholders. Although this advisory vote is not binding, the Leadership Development and Compensation Committee will consider the voting results when evaluating our executive compensation program.

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2026 Proxy Statement       29​

SHAREHOLDER PROPOSALS

We believe strongly that we can conduct our business in ways that support long-term shareholder value by supporting our environment and communities around the globe. We begin each day with a determination to make better, do better, and be better for our customers, our employees, our partners, and the world at large. The discussion above under “Corporate Governance—Sustainability Initiatives” describes some of the many sustainability and other environmental, social, and human capital initiatives we have underway, as we seek to constantly invent across the Company. These ambitious and impactful goals and initiatives build on Amazon’s long-term commitment to sustainability as well as our commitment to supporting our employees, partners in our supply chain, and our communities. We devote significant time and resources to enhancing transparency about these initiatives and our progress towards meeting our goals. We post reports and updates on these goals and initiatives as well as other reports, policies, and commitments on our website, many of which are also available at www.aboutamazon.com/about-us/amazon-reports:

Reports, Policies, and Commitments

We also value hearing from and engaging with our shareholders on these topics, as we believe that effective corporate governance includes year-round engagement with our shareholders. We meet regularly with both large and small investors throughout the year and engage in productive discussions regarding business strategy, performance, compensation philosophy, corporate governance, and environmental and social topics. At times, our lead independent director, the Chair of the Nominating and Corporate Governance Committee, or the Chair of the Leadership Development and Compensation Committee joins these meetings. This direct engagement helps us better understand our shareholders’ priorities, perspectives, and areas of concern, while giving us an opportunity to elaborate on our many initiatives and practices and to address the extent to which various aspects of these matters are (or are not) significant given the scope and nature of our operations and our existing practices. We take insights from this feedback into consideration and regularly share them with our Board as we review and evolve our practices and disclosures.

We also receive a large number of shareholder proposals each year—13 for the 2026 Annual Meeting and an average of 20 over the past five years—most of which relate to sustainability, environmental, workforce and human capital management,

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SHAREHOLDER PROPOSALS​

social, or governance issues. Each year, our Board, Company leaders, members of our legal, public policy, public relations, investor relations, sustainability, Amazon experiences and upskilling, and other teams, subject matter experts throughout our business, and our external advisors devote countless hours and significant resources (including financial resources) to carefully considering, discussing, and addressing shareholder proposals. We have engaged directly with most shareholder proponents, before and/or after they have submitted a proposal, and carefully evaluate each proposal to assess the extent to which we already address the requested action. We also assess whether a proposal could be implemented in alignment with our existing principles, goals, and priorities, would be in the best interests of the Company as we weigh risks and opportunities, and would generate long-term shareholder value. When a proposal aligns with and supports these considerations, we may implement that proposal, although we may do so in a manner that is different than recommended in the proposal. Moreover, when a proposal is anticipated to receive or actually receives a significant level of support, we seek feedback on the topic as part of our year-round engagement with our shareholders.

Most of the shareholder proposals that we receive request that we prepare a report, adopt a policy, undertake a review, or take some other particular action. In many cases, we already support the initiatives and have addressed the concerns raised in such proposals. However, we often oppose these proposals, especially the many proposals that largely repeat prior years’ proposals, as they do not take into account the actions we already are taking or have taken that we believe resolve or mitigate the underlying concerns of a proposal, the decisions we have made in prioritizing our initiatives, or the unique and evolving nature of our operations. And in the vast majority of cases, we believe the costs of implementing the proposals significantly outweigh the benefits or the potential impact of speculative risks or concerns posited in the proposals, and that the proposals do not enhance or create shareholder value. We also may disagree with how a proposal seeks to dictate prescriptive or unrealistic detail in how we approach or report on the issue.

We also receive proposals from a subset of shareholders who appear to have objectives that are not aligned with investors’ and fiduciaries’ goal of enhancing the economic value of their investments, such as seeking publicity or fundraising for a particular issue or campaign, or for themselves or their organizations. These proposals, and proxy advisory firm commentary on them, often contain or repeat inaccurate or biased assertions regarding our operations, even when such inaccuracies or biases are highlighted to them, fail to evaluate or weigh the costs of implementation relative to the claimed benefits or risks that they address, or fail to acknowledge steps we have taken to address their issue. Some of these proposals are submitted year after year with little or no variance, or are revised slightly to avoid acknowledging actions we have taken that address the underlying concerns. Other proposals highlight a specific societal concern but may have little or nothing to do with our business or operations. We believe that the vast amount of time and financial resources that our Board, management, and business teams spend deliberating and addressing these proposals could be better spent focused on building our business, strengthening the existing and new initiatives we have underway, and creating long-term shareholder value.

We historically have sought the SEC staff’s concurrence to exclude shareholder proposals from our proxy statement when we believe there is a strong basis for doing so under SEC rules, which impose procedural and substantive requirements that the proponent and proposal must satisfy. Although the SEC staff announced that for 2026, with limited exceptions, it would not address whether shareholder proposals satisfy the procedural and substantive requirements imposed under SEC rules, our approach to proposals submitted for consideration at our 2026 Annual Meeting remains the same: in addition to two proposals that were withdrawn by proponents, we excluded seven shareholder proposals based on a careful review of SEC rules, prior SEC staff guidance and precedents, and judicial decisions. As explained below, we excluded:

•

a shareholder proposal requesting a report on plastic packaging materials, since the proposal addressed substantially the same subject matter and substantive concerns as shareholder proposals that were included in the Company’s 2025, 2024, and 2023 proxy materials, and the most recent of those proposals did not receive the support necessary for resubmission under SEC rules;

​

•

a shareholder proposal requesting a report on customer due diligence with respect to the use of certain products and services, since the proposal addressed substantially the same subject matter and substantive concerns as shareholder proposals that were included in the Company’s 2024, 2023, and 2022 proxy materials, and the most recent of those proposals did not receive the support necessary for resubmission under SEC rules;

​

•

a shareholder proposal requesting a report on the Company’s policies and practices implementing certain human rights standards, since the Company substantially implemented the proposal through existing disclosures available on our website;

​

•

a shareholder proposal requesting a report on the sale of a prescription medication, since the product represents a de minimis amount of the Company’s assets, earnings, and sales, and the proposal was not otherwise significantly related to our business;

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•

a shareholder proposal requesting additional reporting on lobbying expenditures, since the proposal sought to prescriptively micromanage the Company’s existing annual disclosures;

​

•

a shareholder proposal requesting a report on certain gender-based healthcare benefits, since the proposal related to the Company’s ordinary business of managing its workforce and employee compensation and benefits and prescriptively sought to micromanage the Company; and

​

•

a shareholder proposal requesting a report on the impact of government immigration regulation, since the proposal related to the Company’s ordinary business of managing its workforce.

​

Our notices to the SEC explaining in greater detail the bases for our exclusion of these proposals are available on the SEC’s website. Prior to submitting our notices, we engaged with each of the related proponents to explain the reasons for our exclusion of their proposals.

The remaining shareholder proposals are reflected in Items 4 through 7 and will be voted on at the Annual Meeting if properly presented by or on behalf of the shareholder proponent. As noted above, some of these proposals contain assertions that we believe are incorrect or that reflect a fundamental lack of understanding of how our business operates, and we have not attempted to refute all of the inaccuracies. We identify below each proposal the shareholder who is the proponent or, where applicable, the lead proponent, as well as any representative appointed by the shareholder, and will promptly provide each shareholder proponent’s name, address, and, to our knowledge, share ownership upon a shareholder’s oral or written request to the Secretary of Amazon.com, Inc. at Amazon.com, Inc., 410 Terry Avenue North, Seattle, Washington 98109.

32

 

SHAREHOLDER PROPOSALS​

Beginning of Shareholder Proposal and Statement of Support:

Report on Risks of Reliance on Politicized Corporate Partners

Whereas: Corporate charitable partnerships have a direct, significant impact on both brand value and market value. When companies rely on organizations engaged in highly controversial activities for guidance, they expose themselves to significant reputational & legal risks. These risks can materially affect Amazon’s brand and market value.

The Southern Poverty Law Center (SPLC) is a prime example of such a partnership. While historically known for legal victories against hate groups, the SPLC now maintains a list1 of  “hate groups” that inaccurately equates mainstream conservatives and Christians, including parental rights organizations, mainstream Catholics,2 Alliance Defending Freedom, Dr. Ben Carson, and Franklin Graham with extremists.

The SPLC’s use of persistently undefined terms like “hate” to vet nonprofits is of deep concern to shareholders, as rhetoric around “hate” generates real-world consequences, including the 2012 Family Research Council shooting and, more recently, the assassination3 of Charlie Kirk, whose organization, Turning Point USA, the SPLC had recently described as hateful. In both cases, rhetoric surrounding vague terms such as “hate” ​(and in the case of the Family Research Council, the SPLC’s “hate map” was explicitly mentioned4) was cited as a factor in these violent acts. Despite condemning these attacks, the SPLC has not removed the targeted organizations4 from the hate map.

The SPLC’s recent lambasting of Turning Point USA5 and Focus on the Family6 as “hate groups” has intensified criticism,7 including from federal lawmakers,6 that it targets conservative and Christian groups for their beliefs.

Despite this, Amazon relied8 on SPLC data to vet charities in its former AmazonSmile program, resulting in the removal of groups such as D. James Kennedy Ministries and Alliance Defending Freedom (ADF) in 2017 and 2018. This practice raises concerns among shareholders regarding whether Amazon continues to use SPLC data in other facets of its corporate practice, and the potential reputational risks of doing so. Continued support for the SPLC may be perceived as endorsement of its controversial practices, potentially harming Amazon’s brand value and, by extension, its market value. Amazon is one of the most valuable brands in the world, with its brand value9 estimated at over $500 billion, comprising a significant portion10 of its more than $2 trillion market capitalization. The reputational risk associated with supporting controversial organizations like the SPLC is a significant concern for shareholders and can have long-term implications for the company’s standing and value.

Many leading companies have shifted their reliance to internal vetting systems to better ensure political neutrality, fulfill fiduciary duty and mitigate the reputational risk of politicized policies. It is time for Amazon to commit to political neutrality in this critical area.

Resolved: Shareholders request that Amazon.com conduct an evaluation and issue a report within the next year, at reasonable expense and excluding proprietary and confidential information, analyzing the benefits, costs, and legal, reputational, competitive, and other relevant risks of the use of diagnostic tools created by politicized corporate partners.

1

https://www.splcenter.org/hate-map/

​

2

https://www.heritage.org/religious-liberty/commentary/the-fbis-targeting-radical-traditional-catholics-bodes-ill

​

3

https://abcnews.go.com/US/tyler-robinson-set-face-formal-charges-shooting-death/story?id=125614396

​

4

https://www.heritage.org/religious-liberty/commentary/the-fbis-targeting-radical-traditional-catholics-bodes-ill

​

5

https://www.splcenter.org/resources/reports/turning-point-usa-case-study-hard-right-2024/

​

6

https://www.splcenter.org/resources/extremist-files/focus-family/

​

7

https://www.wsj.com/opinion/false-charges-of-hate-encourage-violence-d5e07919

​

8

https://nrbwebstorage.blob.core.windows.net/nrbwebserver/files-public/advocacy/NRB_FreeSpeech_Timeline_Vert_0720.pdf

​

9

https://www.statista.com/statistics/326086/amazon-brand-value/?srsltid=AfmBOooyLtRV1iy1ZEFtvzPZcp6JtfvE0mOvjkvhwzCiUmIrReHLmxrW

​

10

https://finance.yahoo.com/quote/AMZN/

​

2026 Proxy Statement       33​

SHAREHOLDER PROPOSALS

End of Shareholder Proposal and Statement of Support

Shareholder: The Heritage Foundation

We Support a Wide Range of Programs That Help Thousands of Charities and Communities Across the U.S. and Around the World

We aim to have a daily positive impact on our local communities around the world where our employees and customers live and work, knowing that our success and scale bring broad responsibility. As acknowledged by the proponent, we chose to wind down our customer-directed AmazonSmile program in 2023 in favor of focusing our philanthropic giving on strategies with a greater impact. We select and work directly with community organizations for our corporate charitable giving that includes efforts such as expanding access to food and other critical social needs; supporting disaster relief efforts; investing in access to education, skills, and training; and creating affordable housing. For example, since 2017, we have donated and delivered more than 26 million relief items to support communities impacted by more than 200 disasters around the world, and we now operate 15 dedicated disaster relief hubs around the world.1 In addition, Amazon’s housing fund helps create and preserve affordable homes in our three hometown regions of Puget Sound, National Capital, and Nashville. In 2024, we increased our total commitment to $3.6 billion to help create or preserve 35,000 affordable homes in these communities, and we have now helped to create or preserve more than 10,000 affordable homes across the Puget Sound region and 10,000 affordable homes in the National Capital region.2

We Have Robust Board Oversight and Risk Management Processes

We have robust risk management processes to protect against the types of concerns raised by this proposal. The Nominating and Corporate Governance Committee oversees and monitors our policies and initiatives relating to corporate social responsibility, including human rights and ethical business practices, and related risks most relevant to our operations and engagement with customers, suppliers, and communities; and the Audit Committee oversees, among other things, our risk assessment and risk management policies, including management of operational risks.

In light of our selecting and working directly with community organizations for our corporate charitable giving as described above, as well as our robust risk management processes and Board oversight, the Board recommends that shareholders vote against this proposal.

1

See https://www.aboutamazon.com/news/community/amazon-affordable-homes-free-stem-american-communities-amazon.

​

2

See https://www.aboutamazon.com/news/community/amazon-affordable-homes-free-stem-american-communities-amazon.

​

34

 

SHAREHOLDER PROPOSALS​

Beginning of Shareholder Proposal and Statement of Support:

Whereas: Amazon plans massive data center expansion in the coming years – reportedly planning to spend almost $150 billion in the coming 15 years – anticipating a boom in artificial intelligence.1 Cloud computing is Amazon’s top source of profits,2 decisions related to data centers are vital to corporate strategy, and data center power poses particular risks. Data center power demand may more than double, from 1-2% of global power now to 3-4% by 2030 (though some analysis suggests a range of possible scenarios).3

Amazon has made high-profile climate commitments central to its corporate strategy. With its Climate Pledge, the company has committed to “net-zero carbon emissions by 2040” and “matching” 100% of the electricity it uses “with renewable energy by 2030”.4 Among the aims of the Pledge is “good jobs in green industries.”5

A number of factors raise concerns about Amazon’s ability to meet its climate commitments while expanding data centers for artificial intelligence. Can it achieve net-zero emissions by 2040? Amazon announced it has matched 100% of electricity used in 2023 with renewable energy; can it maintain this in future years given data center expansion plans?6

Utilities in a number of geographies are planning expansion of fossil power, or pushing back retirement dates, to meet data center demand. For example, Virginia has the world’s largest concentration of data centers, and Amazon Web Services “call[s] Virginia home”.7 Utilities in the state are planning buildout of new gas plants to meet demand from data center growth. Utilities elsewhere are also keeping coal online to meet demand.8

As a central part of meeting energy demand going forward, Amazon has announced it will invest in small modular nuclear reactors – but these will not deliver power until the early 2030s, so they cannot help meet Amazon’s growing power demands for the remainder of this decade.9

To meet its climate commitments, Amazon relies on renewable energy credits or certificates (RECs).10 But this approach faces new questions in the context of rapidly rising energy demand. For example, will the quantity of RECs purchased increase, and will a sufficient amount be available going forward? How will time and location of use change, and does growing demand impact additionality?

Amazon’s investors would benefit from analysis that explains how the company will tackle the above concerns.

Resolved: Shareholders request that Amazon issue a report explaining how it will meet the climate change-related commitments it has made on greenhouse gas emissions, given the massively growing energy demand from artificial intelligence and data centers that Amazon is planning to build.

1

https://www.bloomberg.com/news/articles/2024-03-28/amazon-bets-150-billion-on-data-centers-required-for-ai-boom

​

2

https://www.seattletimes.com/business/amazon/amazon-reports-13-5-billion-profit-in-second-quarter-driven-by-aws/

​

3

https://www.goldmansachs.com/insights/articles/AI-poised-to-drive-160-increase-in-power-demand, https://iea.blob.core.windows.net/assets/02b65de2-1939-47ee-8e8a-4f62c38c44b0/WorldEnergyOutlook2024.pdf

​

4

https://www.aboutamazon.com/planet/climate-pledge

​

5

https://www.theclimatepledge.com/us/en/History

​

6

https://www.aboutamazon.com/news/sustainability/amazon-renewable-energy-goal

​

7

https://www.vpm.org/news/2024-11-14/meta-google-amazon-dominion-energy-data-centers-virginia-power-demand, https://www.aboutamazon.com/​news/aws/aws-commitment-to-virginia

​

8

https://www.vpm.org/news/2024-11-14/meta-google-amazon-dominion-energy-data-centers-virginia-power-demand, https://www.aboutamazon.com/​news/aws/aws-commitment-to-virginia

​

9

https://www.aboutamazon.com/news/sustainability/amazon-nuclear-small-modular-reactor-net-carbon-zero, https://apnews.com/article/climate-data-centers-amazon-google-nuclear-energy-e404d52241f965e056a7c53e88abc91a

​

10

https://sustainability.aboutamazon.com/renewable-energy-methodology.pdf, https://sustainability.aboutamazon.com/2023-renewable-energy-assurance.pdf

​

2026 Proxy Statement       35​

SHAREHOLDER PROPOSALS

End of Shareholder Proposal and Statement of Support

Shareholders: Brian Kariger, represented by As You Sow, and Mercy Investment Services, Inc.

We Remain Focused on Meeting Our Climate Goals, and We Already Provide Regular, Public Updates on Our Progress and Initiatives

We already provide regular, public updates on our progress, initiatives, and work in pursuit of our climate goals, including routinely reporting on our carbon intensity and on our efforts to reduce the carbon footprint of AI workloads and make our data centers more sustainable and efficient, as detailed further below. As a result, our current public reporting already addresses the specific challenges highlighted by this proposal and makes the report requested in the proposal unnecessary.

In 2024, our carbon intensity decreased for the sixth consecutive year, down 4% from 2023, with 11% business growth in the same period,3 demonstrating how we are working to decouple emissions growth from business growth. We recognize that the path to being a more sustainable company will never be linear, because we are charting new territory at scale. While we are firm on our sustainability goals, our approach will continuously evolve with emerging challenges and opportunities, as we are seeing with the rapid adoption of AI. We remain steadfast in our commitment to sustainability as we continue to invest, innovate, and report on our progress each year.

We Continue to Work at Increasing the Energy and Water Efficiency of Our Data Centers

We focus on efficiency across all aspects of our infrastructure, from the design of our data centers and hardware, to modeling the performance of our operations for continually enhanced efficiency.4 By working to improve efficiency, we can optimize the energy and water needed to power our data centers. In 2024, we unveiled breakthrough data center innovations in power systems, cooling technology, and hardware architecture designed to simultaneously support next-generation AI capabilities while improving energy efficiency. With these innovations, we reached a global power usage effectiveness (“PUE”) rating for our data centers of 1.15 in 2024, with the best-performing site registering a PUE rating of 1.04 (a lower PUE indicates a more efficient data center, and a PUE score of 1.0 is perfect). These ratings are better than both 1.25 for the public cloud industry average and 1.63 for on-premises enterprise data centers, as estimated by the International Data Corporation.5

We are focused on optimizing the performance and energy efficiency associated with running complex AI workloads like large language models and other applications. AWS has developed purpose-built silicon chips that advance innovations in power efficiency, like the AWS Graviton chip, AWS Trainium chip, and AWS Inferentia chip, which are designed to achieve significantly higher throughput than comparable accelerated compute instances, enabling AWS to more efficiently execute AI models at scale while reducing the carbon footprint for similar workloads and enhancing performance per watt of power

3

See 2024 Amazon Sustainability Report at 9, available at https://sustainability.aboutamazon.com/2024-amazon-sustainability-report.pdf.

​

4

See https://www.aboutamazon.com/planet/sustainable-operations.

​

5

See 2024 Amazon Sustainability Report at 10; https://sustainability.aboutamazon.com/products-services/aws-cloud.

​

36

 

SHAREHOLDER PROPOSALS​

consumption.6 For example, Graviton-based instances use up to 60% less energy and provide better price performance than comparable instances for the same performance, and our adoption of these chips achieved an estimated reduction of 71,000 metric tons of carbon dioxide equivalent in 2024.7 In December 2024, we announced new data center components that are designed to support the next generation of AI innovation and customers’ evolving needs while creating data centers that are more energy efficient. These components are expected to enable AWS to deliver 12% more compute power per site for customer workloads and reduce the overall number of data centers needed to deliver the same amount of compute capacity.8 The components include more efficient cooling systems that are expected to reduce mechanical energy consumption by up to 46% compared to the previous design during peak cooling conditions, without increasing water usage on a per-megawatt basis.9

As we build new data centers, we seek the optimal balance between energy and water use. As we have shifted from air-based to liquid-based cooling, we developed and are implementing our custom designed In-Row Heat Exchanger, which is a closed-loop liquid cooling system, meaning that the liquid continuously recirculates. This system is 20% more power efficient than off-the-shelf solutions and uses 9% less water than fully air-cooled sites.10 We designed our cooling systems to adapt to changing needs, making it easy to add the systems to data centers where needed but avoid the expense of adding them where they are not—providing flexibility of integration that allows us to deliver maximum performance and efficiency at the lowest cost.11 Our data centers have improved their water use efficiency by 40% since 2021,12 and in 2024, AWS reduced cooling water needs by 946 million liters in North America.13 In addition, in many regions across the United States, our data centers use water to support operations for less than 5% of the year.14 For example, in our Indiana data centers, our standard design is expected to use water for less than 2% of the year.15 Balancing our water and energy efficiency practices is one of the reasons why we, at the end of 2024, were already 53% of the way toward our goal of being water positive by 2030, meaning we will return more water to communities than we consume across our data center operations.16

We Are Working to Reduce Carbon Emissions from Our Data Centers and Bring New Carbon-Free Energy Projects to the Grid

In addition to increasing our energy efficiency, we are working to reduce the carbon emissions from our operations, including data centers. We have invested in more than 700 carbon-free energy projects across 28 countries, with the capacity to generate more than 40 gigawatts of electricity, and we were one of the world’s largest corporate purchasers of renewable energy in 2025.17 Our efforts also include diversifying our energy portfolio with additional reliable carbon-free sources of energy, like nuclear power, which can both help power our operations and bring new sources of energy to the grid. Our investments in new and advanced sources of nuclear energy include enabling the construction of several new small modular reactors (“SMRs”).18 SMRs are next-generation nuclear reactors with a smaller physical footprint than traditional reactors, and they are designed with features that help enable simpler design, faster deployment, and lower construction costs. For example, in Washington state, we are partnering with Energy Northwest and SMR developer X-energy to build up to 12 new SMRs in a state-of-the-art SMR facility.19 Additionally, we are continuing our efforts to preserve existing nuclear reactors.

6

See 2024 Amazon Sustainability Report at 11; https://www.aboutamazon.com/news/aws/aws-carbon-footprint-ai-workload; https://press.aboutamazon.com/​sustainability/2025/5/powering-data-centers-more-sustainably-makes-our-modern-day-lives-possible.

​

7

See 2024 Amazon Sustainability Report at 11; https://aws.amazon.com/sustainability/data-centers/.

​

8

See 2024 Amazon Sustainability Report at 10; https://press.aboutamazon.com/2024/12/aws-announces-new-data-center-components-to-support-ai-innovation-and-further-improve-energy-efficiency.

​

9

See 2024 Amazon Sustainability Report at 10.

​

10

See https://www.aboutamazon.com/news/sustainability/amazon-data-centers-electricity-bills-water-use.

​

11

See https://www.aboutamazon.com/news/aws/aws-liquid-cooling-data-centers; https://aws.amazon.com/sustainability/data-centers/.

​

12

See https://www.aboutamazon.com/news/sustainability/amazon-data-centers-electricity-bills-water-use.

​

13

See 2024 Amazon Sustainability Report at 24; https://www.aboutamazon.com/news/aws/aws-carbon-footprint-ai-workload.

​

14

See https://www.aboutamazon.com/news/sustainability/amazon-data-centers-electricity-bills-water-use.

​

15

See https://www.aboutamazon.com/news/sustainability/amazon-water-conservation-replenishment-sustainability.

​

16

See 2024 Amazon Sustainability Report at 24; https://www.aboutamazon.com/news/aws/aws-water-positive-by-2030.

​

17

See https://www.aboutamazon.com/news/sustainability/amazon-leading-corporate-carbon-free-energy-purchaser.

​

18

See 2024 Amazon Sustainability Report at 14; https://www.aboutamazon.com/news/sustainability/amazon-nuclear-small-modular-reactor-net-carbon-zero.

​

19

See https://www.aboutamazon.com/news/sustainability/amazon-nuclear-small-modular-reactor-net-carbon-zero; https://www.aboutamazon.com/news/​sustainability/amazon-smr-nuclear-energy.

​

2026 Proxy Statement       37​

SHAREHOLDER PROPOSALS

For example, we have an agreement to co-locate one of our data center facilities next to a nuclear facility in Pennsylvania, which is expected to power our data center with carbon-free energy and help to preserve the existing nuclear reactor.20

Another way we are reducing carbon emissions in our data centers is by decreasing the embodied carbon associated with our infrastructure—the emissions generated from the manufacture, transportation, installation, maintenance, and disposal of building materials. In 2024, we built 38 data centers with lower-carbon concrete and updated our design standards to require the use of concrete with 35% less embodied carbon than the industry average in new data centers around the world.21 In addition to using lower-carbon concrete, we incorporate lower-carbon steel into our data center structural designs and built 36 data centers with lower-carbon steel in 2024.22 We are also investing in lower-carbon concrete and steel technologies through the Climate Pledge Fund, which is a venture investment program supporting the advancement of sustainable technologies and services across hard-to-abate sectors, supporting both Amazon and the broader economy.23

Finally, we are also taking significant steps to support grid modernization and carbon-free energy development more broadly. A recent Amazon-commissioned economic impact study showed that we are adding approximately 4.2 GW of carbon-free energy to power grids across the four states covered by the study, enough to power more than a million U.S. homes.24 In addition, the study demonstrated how our investments often support the modernization of energy infrastructure that powers our data centers and the surrounding community, which also can benefit all ratepayers by putting downward pressure on electricity rates. For example, regional energy provider Entergy is using investments from us and other large customers to fund its $300 million “Superpower Mississippi” grid reliability campaign at no cost to residential customers. We also engage with energy regulators to find new ways to support grid modernization, remove permitting obstacles, and deploy grid enhancing technologies. In addition, we collaborate with grid operators, utilities, and others to help ensure that new sources of carbon-free energy can connect to the grid quickly, and that the grid is prepared to handle the demands of the future.

In light of our ongoing progress and sustainability initiatives, including our work to increase the energy efficiency of and reduce carbon emissions from our data centers, and our regular, public reporting on these topics, we believe that the report requested in this proposal is unnecessary. Therefore, the Board recommends that shareholders vote against this proposal.

Beginning of Shareholder Proposal and Statement of Support:

Report on Financial Impact of Renewable Energy Implementation

Whereas: Amazon.com, Inc. (“Amazon” or “Company”) co-founded The Climate Pledge in 2019, which includes “a commitment to reach net-zero carbon emissions across our global operations by 2040.”1 Amazon reported in 2023 that it achieved a 100% match between electricity consumed by global operations and renewable energy.2

Since making The Climate Pledge in 2019, the global energy outlook has changed. An increase in data centers has driven an unforeseen surge in energy demand.3 4 5 6 7 Accordingly, energy demand is expected to continue to rise in many markets. In its efforts to maintain its pledge, Amazon has become largest purchaser of renewable energy in the world.8

Amazon Web Services generates more than half of Amazon’s operating income.9 As the gargantuan AI buildout accelerates,10 AWS will have to make massive investments to remain an industry leader.11 12

20

See 2024 Amazon Sustainability Report at 14; https://www.aboutamazon.com/news/sustainability/amazon-nuclear-small-modular-reactor-net-carbon-zero.

​

21

See 2024 Amazon Sustainability Report at 13.

​

22

See 2024 Amazon Sustainability Report at 13.

​

23

See https://sustainability.aboutamazon.com/climate-solutions; https://www.aboutamazon.com/news/sustainability/amazon-building-decarbonization-grocery-stores-data-centers.

​

24

See https://www.aboutamazon.com/news/sustainability/data-centers-electricity-bills-grid-power-amazon.

​

38

 

SHAREHOLDER PROPOSALS​

The assumptions on which Amazon made The Climate Pledge and other climate commitments have changed.13

Resolved: Shareholders request that, by March 31, 2027, the Board of Directors publish a report, prepared at reasonable cost and omitting proprietary or competitively sensitive information:

1.

Summarizing the incremental capital and operating expenditures Amazon has incurred to implement The Climate Pledge and any other climate commitments for fiscal years 2019 through the most recent completed fiscal year; and

​

2.

Summarize the Board’s efforts since 2019 to reevaluate The Climate Pledge and other climate commitments given Amazon’s changing expectations for AI infrastructure investment and energy usage.

​

Supporting Statement: Amazon’s Climate Pledge impacts e-commerce, logistics, cloud computing, and artificial intelligence. Meeting its goals has exposed shareholders to incremental capital outlays (e.g., power purchase agreements, virtual power purchase agreements, unbundled renewable energy certificates) and higher operating costs—especially as tightening power markets lift wholesale prices. The U.S. Department of Energy notes that interconnection costs for new renewable resources now equal 50%-100% of total project cost as penetration rises, up from less than ten percent a few years ago.14 Renewable energy matching can fail to account for the whole cost of replacing conventional energy sources, which should include storage and transmission. These costs are often socialized but may still negatively impact Amazon’s businesses.15

For purposes of this proposal, “incremental” means costs relative to the lowest-cost reliable power available in each market. This Proposal does not prescribe energy procurement practices; it encourages disclosure of energy costs for shareholder education.

The requested report could, at management’s discretion, discuss relevant risk-mitigation strategies moving forward. Shareholders may be concerned that Amazon’s existing disclosures appear to operate under assumptions that have become considerably less likely in recent years.

This report would provide investors with insight into the cost, risk, and return profile of Amazon’s comprehensive renewable-energy and carbon-neutral roadmap—enabling an informed judgment about whether the programs enhance or dilute long-term shareholder value.

1

https://www.aboutamazon.com/planet/climate-pledge

​

2

https://www.aboutamazon.com/news/sustainability/amazon-renewable-energy-goal

​

3

https://www.iea.org/news/global-electricity-demand-to-keep-growing-robustly-through-2026-despite-economic-headwinds

​

4

https://www.wsj.com/business/energy-oil/how-big-data-centers-are-slowing-the-shift-to-clean-energy-44ef4145

​

5

https://www.wsj.com/business/energy-oil/ai-boom-to-fuel-surge-in-data-center-energy-needs-iea-99f90810

​

6

https://deloitte.wsj.com/riskandcompliance/powering-generative-ai-innovative-solutions-for-data-centers-397d12d8

​

7

https://www.wsj.com/science/environment/ai-electricity-water-environmental-impact-59520a43

​

8

https://www.aboutamazon.com/news/sustainability/amazon-renewable-energy-portfolio-january-2024-update

​

9

https://www.sec.gov/ix?doc=/Archives/edgar/data/0001018724/000101872425000004/amzn-20241231.htm#fact-identifier-1420

​

10

https://www.businessinsider.com/big-tech-ai-capex-infrastructure-data-center-wars-2025-10

​

11

https://www.nytimes.com/2025/06/24/technology/amazon-ai-data-centers.html

​

12

https://www.datacenterfrontier.com/hyperscale/article/55295967/amazon-doubles-down-on-ai-infrastructure-with-30b-in-new-us-
data-center-investments

​

13

https://www.aboutamazon.com/news/sustainability/the-climate-pledge

​

14

https://www.ssii.org/wp-content/uploads/2025/04/SI2-Interconnection-Whitepaper-04.25.24.pdf

​

15

https://www.forbes.com/sites/michaelshellenberger/2021/04/20/why-renewables-cause-blackouts-and-increase-vulnerability-to-
extreme-weather/

​

End of Shareholder Proposal and Statement of Support

Shareholder: National Legal and Policy Center

2026 Proxy Statement       39​

SHAREHOLDER PROPOSALS

We Evaluate and Adapt our Sustainability Approach to Navigate Evolving Business, Industry, and Customer Demands

We evaluate and adapt our sustainability approach to navigate evolving business, industry, and customer demands. We recognize that the path to being a more sustainable company will never be linear, because we are charting new territory at scale. While we are firm on our sustainability goals, our approach will continuously evolve with emerging challenges and opportunities, as we are seeing with the rapid adoption of AI.

We Continue to Work at Increasing the Energy and Water Efficiency of Our Data Centers

We focus on efficiency across all aspects of our infrastructure, from the design of our data centers and hardware, to modeling the performance of our operations for continually enhanced efficiency.25 By working to improve efficiency, we can optimize the energy and water needed to power our data centers. In 2024, we unveiled breakthrough data center innovations in power systems, cooling technology, and hardware architecture designed to simultaneously support next-generation AI capabilities while improving energy efficiency. With these innovations, we reached a global PUE rating for our data centers of 1.15 in 2024, with the best-performing site registering a PUE rating of 1.04 (a lower PUE indicates a more efficient data center, and a PUE score of 1.0 is perfect). These ratings are better than both 1.25 for the public cloud industry average and 1.63 for on-premises enterprise data centers, as estimated by the International Data Corporation.26

We are focused on optimizing the performance and energy efficiency associated with running complex AI workloads like large language models and other applications. AWS has developed purpose-built silicon chips that advance innovations in power efficiency, like the AWS Graviton chip, AWS Trainium chip, and AWS Inferentia chip, which are designed to achieve significantly higher throughput than comparable accelerated compute instances, enabling AWS to more efficiently execute AI models at scale while reducing the carbon footprint for similar workloads and enhancing performance per watt of power consumption.27 For example, Graviton-based instances use up to 60% less energy and provide better price performance than comparable instances for the same performance, and our adoption of these chips achieved an estimated reduction of 71,000 metric tons of carbon dioxide equivalent in 2024.28 In December 2024, we announced new data center components that are designed to support the next generation of AI innovation and customers’ evolving needs while creating data centers that are more energy efficient. These components are expected to enable AWS to deliver 12% more compute power per site for customer workloads and reduce the overall number of data centers needed to deliver the same amount of compute capacity.29 The components include more efficient cooling systems that are expected to reduce mechanical energy consumption by up to 46% compared to the previous design during peak cooling conditions, without increasing water usage on a per-megawatt basis.30

25

See https://www.aboutamazon.com/planet/sustainable-operations.

​

26

See 2024 Amazon Sustainability Report at 10, available at https://sustainability.aboutamazon.com/2024-amazon-sustainability-report.pdf; https://​sustainability.aboutamazon.com/products-services/aws-cloud.

​

27

See 2024 Amazon Sustainability Report at 11; https://www.aboutamazon.com/news/aws/aws-carbon-footprint-ai-workload;
https://press.aboutamazon.com/sustainability/2025/5/powering-data-centers-more-sustainably-makes-our-modern-day-lives-possible.

​

28

See 2024 Amazon Sustainability Report at 11; https://aws.amazon.com/sustainability/data-centers/.

​

29

See 2024 Amazon Sustainability Report at 10; https://press.aboutamazon.com/2024/12/aws-announces-new-data-center-components-to-support-ai-innovation-and-further-improve-energy-efficiency.

​

30

See 2024 Amazon Sustainability Report at 10.

​

40

 

SHAREHOLDER PROPOSALS​

As we build new data centers, we seek the optimal balance between energy and water use. As we have shifted from air-based to liquid-based cooling, we developed and are implementing our custom designed In-Row Heat Exchanger, which is a closed-loop liquid cooling system, meaning that the liquid continuously recirculates. This system is 20% more power efficient than off-the-shelf solutions and uses 9% less water than fully air-cooled sites.31 We designed our cooling systems to adapt to changing needs, making it easy to add the systems to data centers where needed but avoid the expense of adding them where they are not—providing flexibility of integration that allows us to deliver maximum performance and efficiency at the lowest cost.32 Our data centers have improved their water use efficiency by 40% since 2021,33 and in 2024, AWS reduced cooling water needs by 946 million liters in North America.34 In addition, in many regions across the United States, our data centers use water to support operations for less than 5% of the year.35 For example, in our Indiana data centers, our standard design is expected to use water for less than 2% of the year.36

Our Board Provides Active, Informed, and Appropriate Oversight of Our Environmental and Sustainability Policies and Initiatives

As explained in its charter, the Nominating and Corporate Governance Committee oversees and monitors our environmental and sustainability policies and initiatives, including our progress on The Climate Pledge. As part of this responsibility, the Nominating and Corporate Governance Committee oversees the management of risks related to our sustainability and other environmental and corporate social responsibility practices, and it oversees and receives regular reports from, and provides direction to, management on our strategies related to sustainability.

The Additional Financial Reporting Requested by the Proposal Would Be Impractical, Potentially Misleading, and Not Meaningful to Shareholders

The proposal requests disclosure of  “incremental capital and operating expenditures” related to our climate commitments, defining “incremental” as “costs relative to the lowest-cost reliable power available in each market.” We believe this calculation methodology presents significant analytical challenges that could result in reporting that, in the worst case, is misleading and, at best, is not meaningful to shareholders. Determining the “costs relative to the lowest-cost reliable power available in each market” would require complex and imprecise analysis of regional energy markets, grid reliability requirements, transmission costs, and long-term price projections that can vary significantly across geographic regions and time periods. In addition, energy market costs reflect multiple cost components, including capacity charges, transmission fees, renewable energy certificates, and grid stability services, that make simple cost comparisons impractical.

Moreover, given our global operations, we are subject to evolving regulations that can differ by jurisdiction. In particular, jurisdictions around the world have implemented, or are advancing, climate-related financial disclosure requirements. As a result, the type of bespoke reporting requested by the proposal risks inconsistency with these other disclosure regimes and may create confusion for stakeholders.

In light of our work to increase the energy and water efficiency of our data centers, coupled with our focus on efficiently managing our operating costs, we believe that the report requested by this proposal is unnecessary and would also be impractical, potentially misleading, and not meaningful to shareholders. Therefore, the Board recommends that shareholders vote against this proposal.

31

See https://www.aboutamazon.com/news/sustainability/amazon-data-centers-electricity-bills-water-use.

​

32

See https://www.aboutamazon.com/news/aws/aws-liquid-cooling-data-centers; https://aws.amazon.com/sustainability/data-centers/.

​

33

See https://www.aboutamazon.com/news/sustainability/amazon-data-centers-electricity-bills-water-use.

​

34

See 2024 Amazon Sustainability Report at 24; https://www.aboutamazon.com/news/aws/aws-carbon-footprint-ai-workload.

​

35

See https://www.aboutamazon.com/news/sustainability/amazon-data-centers-electricity-bills-water-use.

​

36

See https://www.aboutamazon.com/news/sustainability/amazon-water-conservation-replenishment-sustainability.

​

2026 Proxy Statement       41​

SHAREHOLDER PROPOSALS

Beginning of Shareholder Proposal and Statement of Support:

RESOLVED: Shareholders of Amazon.com, Inc. (the “Company”) urge the Board of Directors (the “Board”) to adopt a policy to require that the Chair of the Board (the “Chair”) shall be an independent director who has not previously served as an executive officer of the Company. This policy shall apply prospectively so as not to violate any contractual obligations, with amendments to the Company’s governing documents as needed. The policy should specify the process for selecting a new independent Chair if the current Chair ceases to be independent between annual meetings of shareholders. Compliance with the policy may be excused if no independent director is available and willing to be Chair.

Supporting Statement

In our opinion, appointing an independent Chair will enhance the independent leadership of the Board. We believe that the Board’s oversight of management can be conflicted when the Board Chair is not an independent director. An independent Board Chair can also provide more robust oversight of risk, including of environmental, social, and governance issues.

Appointing an independent Board Chair is further warranted considering the recent news that Jeff Bezos has become the co-CEO of Project Prometheus, an Artificial Intelligence company that he helped found.1 As a technology company, Project Prometheus could be a potential competitor or a business partner with our Company, raising potential conflicts of interest.

Our Company has had various related-party transactions with Mr. Bezos’ other companies in the past. In 2022, our Company entered into a $2.7 billion agreement to launch satellites with Blue Origin, which is owned by Mr. Bezos. Our Company also has done business with The Washington Post, also owned by Mr. Bezos.2

Overseeing the Board’s functions as Chair is a time-intensive responsibility. We also note that independent board chairs have become more common at public companies in recent years. In 2025, 42 percent of S&P 500 Index company boards were chaired by an independent director, compared to 29 percent a decade ago.3

Numerous institutional investors support having an independent chair as simple good governance. For example, the Council of Institutional Investors4 and the California Public Employees’ Retirement System (CalPERS)5 both have stated that the “board should be chaired by an independent director.”

For these reasons, we urge shareholders to vote FOR this resolution.

1

Cade Metz, “Jeff Bezos Creates A.I. Start-Up Where He Will Be Co-Chief Executive,” The New York Times, November 17, 2025, https://www.nytimes.com/2025/11/17/technology/bezos-project-prometheus.html.

​

2

Amazon.com, Inc, Proxy Statement (Form DEF 14A), April 10, 2025, p. 88,
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001018724/000110465925033442/tm252295-1_def14a.htm

​

3

Spencer Stuart, 2025 U.S. Spencer Stuart Board Index, 2025, https://www.spencerstuart.com/research-and-insight/us-board-index

​

4

Council of Institutional Investors, Corporate Governance Policies, September 21, 2022, https://www.cii.org/files/09_21_22_corp_gov_policies.pdf.

​

5

CalPERS, CalPERS’ Governance & Sustainability Principles, November 13, 2023,
https://www.calpers.ca.gov/documents/governance-and-sustainability-principles/download.

​

End of Shareholder Proposal and Statement of Support

Shareholder: AFL-CIO Reserve Fund

42

 

SHAREHOLDER PROPOSALS​

Our Governance Guidelines and Processes Enable the Board to Determine the Optimal Leadership Structure for Amazon in Light of Our Specific Circumstances at Any Given Time and Reinforce Independent Board Oversight

The Board is committed to strong, independent leadership of the Board, and believes that its current governance processes, which provide it with flexibility to establish the leadership structure that it determines best supports the Company and its operations at any given time, are preferable to the rigid and prescriptive approach set forth in this proposal. Currently, the independent directors on the Board have appointed an independent director, Jamie S. Gorelick, to serve as lead independent director in order to promote independent leadership of the Board and address the purported governance concerns listed in the shareholder proposal. The lead independent director presides over the executive sessions of the independent directors, chairs Board meetings in the Chair’s absence, works with management and the independent directors to approve agendas, schedules, information, and materials for Board meetings, and is available to engage directly with major shareholders where appropriate. In addition, the lead independent director confers from time to time with the Chair of the Board and the independent directors and reviews, as appropriate, the annual schedule of regular Board meetings and major Board meeting agenda topics. The guidance and direction provided by the lead independent director reinforce the Board’s independent oversight of management and contribute to communication among members of the Board. The Board believes that this leadership structure improves the Board’s ability to focus on key policy and operational issues and helps us operate in the long-term interests of shareholders, while maintaining a strong, independent perspective.

The proposal, if implemented, would require the Board to remove Mr. Bezos from his position as Executive Chair and prevent the Board from reassessing its leadership structure in the future depending on the circumstances. When Mr. Bezos stepped down as CEO in 2021, after careful consideration of the Board’s leadership structure and functions, the Board determined it to be in the best interests of the Company and its shareholders for Mr. Bezos to serve as Executive Chair of the Board. Since that decision, the Board has benefitted from Mr. Bezos’s long-term focus with respect to decision-making, which is a result of his significant ownership stake in Amazon since founding the Company in 1994 and aligns his interests with those of our other long-term shareholders. In addition, the role of Executive Chair has provided stability by allowing Mr. Bezos to continue to guide management and promote continued excellence among the management team. As a result, the Board believes that shareholders are better served by the Board maintaining the current leadership structure.

We believe that given the considerations discussed above, a mandatory transition to an independent chair would not be in the best interests of the Company or its shareholders. Instead, consistent with our directors’ fiduciary duty to routinely evaluate and determine the most appropriate leadership structure for the Company and its shareholders, our governing documents provide the Board with the flexibility to determine the optimal leadership structure for the Company in light of our specific circumstances at any given time. This includes the ability to appoint an independent Chair of the Board if and when appropriate. The Board believes that the Company and its shareholders benefit from this flexibility, and that the directors are best positioned to lead this evaluation given their knowledge of our leadership team, strategic goals, opportunities, and challenges.

Our Current Governance Structure Provides Robust Risk Oversight by Independent Directors

The proposal’s assertion that an independent Chair would provide more robust oversight of risks, including with respect to environmental, social, and governance issues, related-party transactions, and conflicts of interest, fails to take into account that these issues are already overseen by Board committees consisting solely of independent directors. Specifically, the Audit

2026 Proxy Statement       43​

SHAREHOLDER PROPOSALS

Committee oversees legal compliance and controls, policies, and procedures, including reviewing and approving related-person transactions as defined by SEC rules and overseeing compliance with the Company’s Code of Business Conduct and Ethics, which covers potential conflicts of interests by executives and the Board; the Leadership Development and Compensation Committee oversees and monitors the Company’s strategies and policies related to human capital management within the Company’s workforce; and the Nominating and Corporate Governance Committee oversees and monitors the Company’s other policies and initiatives relating to corporate social responsibility, including human rights and ethical business practices, and related risks most relevant to the Company’s operations and engagement with customers, suppliers, and communities.

Our Current Leadership Structure and Corporate Governance Practices are Designed to be in the Best Interests of Shareholders

We believe that it is important for the Board to continue to determine on a case-by-case basis the most effective leadership structure for us, rather than take a rigid approach to board leadership, as called for by the shareholder proposal. In addition, in reviewing this proposal, the Board took into consideration relevant benchmarking data and concluded that the proposal’s mandatory policy is not common practice among the Company’s peers. In addition, our existing corporate governance practices reinforce the Board’s alignment with, and accountability to, shareholders. The Board’s committee charters delineate the significant authority and responsibilities of the Board committees, each of which is composed solely of independent directors, and the Board as well as its committees can retain outside advisors to assist in the performance of their duties. Other current governance practices include annual election of directors, majority voting for each director, proxy access, an annual director evaluation process, shareholders’ right to call special meetings at which they can nominate director candidates or propose other business, shareholders’ ability to submit names of director candidates directly to the Board for consideration, and shareholders’ ability to communicate directly with the Board in the manner described in our Board of Directors Guidelines on Significant Corporate Governance Issues.

For the foregoing reasons, the Board recommends that shareholders vote against this proposal.

44

 

BENEFICIAL OWNERSHIP OF SHARES

The following table sets forth certain information regarding the beneficial ownership of our common stock as of February 24, 2026 (except as otherwise indicated) by (i) each person or entity known by us as of such date to beneficially own more than 5% of our common stock, (ii) each director, (iii) each named executive officer for whom compensation information is given in the Summary Compensation Table in this Proxy Statement, and (iv) all current directors and executive officers as a group. Except as otherwise indicated, and subject to any interests of the reporting person’s spouse, we believe that the beneficial owners of common stock listed below, based on information furnished by such owners, have sole voting and investment power with respect to such shares. As of February 24, 2026, we had 10,751,236,247 shares of common stock outstanding.

​

*

Less than 1%.

​

(1)

Includes 68,232,131 shares as to which Mr. Bezos has sole voting power and no investment power.

​

(2)

Based on information provided in a Schedule 13G filed February 13, 2024. As of December 31, 2023, The Vanguard Group has sole voting power with respect to none of the reported shares, shared voting power with respect to 12,172,954 of the reported shares, sole investment power with respect to 731,881,113 of the reported shares, and shared investment power with respect to 39,171,437 of the reported shares. The Vanguard Group subsequently reported that due to an internal realignment it no longer has, or is deemed to have, beneficial ownership over securities beneficially owned by various Vanguard subsidiaries and/or business divisions.

​

(3)

Based on information provided in a Schedule 13G filed February 12, 2024. As of December 31, 2023, BlackRock, Inc. has sole voting power with respect to 565,960,396 of the reported shares, shared voting power with respect to none of the reported shares, and sole investment power with respect to 630,188,686 of the reported shares.

​

(4)

Includes 583 shares as to which Mr. Smith shares or may be deemed to share voting and investment power. Mr. Smith disclaims beneficial ownership of such shares.

​

(5)

Includes 122,436 shares beneficially owned by other executive officers not individually listed in the table.

​

2026 Proxy Statement       45​

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

Our executive compensation philosophy is anchored on periodic grants of time-vested restricted stock units that vest over the long term, which strongly and directly align our executives’ compensation with the returns we deliver to shareholders and focus our executives on the long-term success of our business. As a result, we avoid tying compensation to discrete, short-term performance goals, financial or otherwise, which could result in our executives focusing on limited and selective short-term objectives at the expense of building long-term shareholder value. Instead, we focus on realizable compensation by assessing the potential annual value of equity awards vesting over the long term.

Our executives’ compensation is very simple and generally has two basic components:

•

Base salaries designed to be significantly less than those paid to senior leadership at similarly situated companies; and

​

•

Periodic grants of time-vested restricted stock units subject to long-term vesting requirements that assume a fixed annual increase in the stock price, so that compensation is negatively impacted if our stock price is flat or declines.

​

We also provide security services to certain executives, some of which are reportable as perquisites, although we view all Company-incurred security costs as reasonable and necessary and for the Company’s benefit.

We believe our approach to executive compensation and its focus on building long-term shareholder value resonates with our shareholders. In the years following the Leadership Development and Compensation Committee’s 2021 restricted stock unit grant to Mr. Jassy, directors serving on the Committee and our Lead Independent Director have actively engaged with and were responsive to our shareholders regarding our executive compensation program. At our 2025 Annual Meeting of Shareholders, 78% of the votes cast supported our advisory vote to approve the compensation of our named executive officers. We are pleased with the broad support among our shareholders for our compensation practices.

Through our extensive outreach on our executive compensation program, we believe that shareholders have come to appreciate the view supported by a number of academic studies and endorsed by the Council of Institutional Investors, Norges Bank Investment Management, and some of our other largest investors, that restricted stock units, such as the ones granted to our executives, are sufficiently long-term in nature to align executives’ realized compensation with long-term performance. We are also pleased that, based on feedback from its policy surveys and compensation policy roundtables, ISS revised its benchmark voting policy for 2026 to view time-based equity awards with extended time horizons positively.

Our independent directors, with the support of our ESG Engagement and Investor Relations teams, continue to participate in our year-round engagement with our shareholders, and remain responsive to shareholders regarding our executive compensation program.

46

 

EXECUTIVE COMPENSATION​

Compensation Processes

Our Goals and Philosophy

We design our compensation programs to attract and retain the best talent, reinforce ownership, and emphasize performance and contribution to our long-term success. Our compensation programs support our passion for experimentation, invention, and long-term thinking. In his very first letter to shareholders in 1997, Jeff Bezos highlighted our belief that a fundamental measure of our success is the shareholder value we create over the long term. In that letter, he identified our compensation program as one of our fundamental management approaches that, because of our emphasis on the long term, enables us to make decisions and weigh tradeoffs differently than other companies. To support these goals, for employees at most levels across the entire Company, we prioritize stock-based compensation that vests over many years and encourages motivated, customer-centric employees to think and act like owners, because they are owners. We believe this focus on the long term has produced strong results for our shareholders over the past several decades.

As with everything we do at Amazon, we have over the years reviewed and re-evaluated our executive compensation program, taking into account the views of our shareholders, and we continue to do so. Among other matters, we have

2026 Proxy Statement       47​

EXECUTIVE COMPENSATION

considered arguments supporting and criticizing the use of discrete performance-based vesting or payout conditions for equity-based compensation, evaluated the benefits and success of our existing executive compensation arrangements in driving long-term performance, and weighed the level of support for our compensation program in the annual votes to approve our executive compensation. We also have evaluated our executive compensation program in the context of the shifting economic environment and the dynamic and evolving nature of the Company’s business and prospects, including expectations for rapid changes across our operations due to developments in technologies such as artificial intelligence, and other long-term capital-intensive projects under development at the Company. Having considered these and other factors, we continue to believe the structure of our executive compensation—emphasizing periodic grants of time-vested restricted stock units vesting over the long term—is best for our business, for three key reasons:

•

It focuses on the true long-term success of our business, not on isolated one-, two-, or three-year goals that can encompass only a limited and selective portion of our objectives and that can reward executives with above-target payouts even when the stock price remains flat or declines;

​

•

It strongly and directly aligns our executives’ compensation with the returns we deliver to shareholders; and

​

•

It works, having allowed us to:

​

✓

attract and retain incredibly talented people who have guided our business through countless challenges;

​

✓

develop our business in ways that we could not have conceived a few years earlier, including initiatives that later became AWS, Kindle, Alexa, Fulfillment by Amazon, Marketplace, and Prime Video;

​

✓

make long-term commitments to sustainability and other environmental, social, and human capital initiatives and goals; and

​

✓

drive strong long-term returns to our shareholders.

​

We recognize that our executive compensation program differs from the approach used by many companies and that some models used to assess absolute and relative pay-for-performance do not accommodate our program, due to those models’ focus on the amounts reported in the Summary Compensation Table. But we believe, and through our shareholder engagement many of our investors have acknowledged, that our equity awards vesting over five or six years or longer help drive long-term performance and therefore align pay with performance and shareholder value more effectively than cash or equity programs that tie target and above-target payouts to discrete short-term results.

Because our approach focuses on realizable compensation vesting over the long term, there are a number of important distinctions that shareholders should consider when assessing the amounts reported in the Summary Compensation Table and when comparing those amounts with amounts reported by other companies:

•

Amazon does not have an annual cash incentive program;

​

•

Amazon’s practice has been to grant periodic (not annual) equity awards, as opposed to the annual grants made at other companies;

​

•

Amazon’s equity awards vest over five or more years, in contrast to typical three- or four-year vesting at other companies;

​

•

The vesting schedule of Amazon’s periodic equity awards is not pro-rata over the life of the award, but is typically back-end weighted; and

​

•

Amazon’s equity awards do not allow for more shares to be issued than valued in the Summary Compensation Table (i.e., Amazon does not provide for “above-target” share vesting).

​

We have carefully considered the productive discussions we have had with our shareholders, the broad support for our compensation practices from our shareholders and others in the last couple of years, and the alternative compensation structures used by other companies, including reviewing realized compensation at other companies. From those considerations, we have determined that, based on how we run our business and what we have achieved, our executive compensation program works best for our business and is operating exactly as intended, supporting our culture and our performance, and aligning executives’ interests with both near-term and long-term shareholder returns.

48

 

EXECUTIVE COMPENSATION​

Our Compensation Design

Our simple executive compensation program has a number of unique features that reflect our goals and philosophy:

•

We do not tie cash or equity compensation to one or a few discrete performance goals. To have a culture that relentlessly pursues invention and is focused on building shareholder value, not just for the current year, but five, ten, or even twenty years from now, we must encourage experimentation and long-term thinking. By definition, this means we do not know in advance exactly what will work. We do not select one or a few discrete goals that address one-, two-, or three-year performance horizons because we do not want employees to focus on short-term returns or isolated criteria at the expense of long-term growth, a broad perspective, and constant innovation and reinvention. Instead, to align our executives with long-term value creation, we compensate them primarily with restricted stock unit awards that have long vesting periods, generally five years or more. We believe our consistent focus on performance across the enterprise over the long term has served our Company and our shareholders well. AWS, Kindle, Alexa, Fulfillment by Amazon, Marketplace, Prime Video, and The Climate Pledge might not exist today if our horizons were constrained by discrete short-term performance goals.

​

•

We focus on long-term shareholder value that is realized by stock price appreciation. When we set our executives’ target compensation for periodic grants, we do not focus on the accounting value of awards that will be reported in the Summary Compensation Table and elsewhere in our proxy statement (which does not take into account the awards’ long-term and back-end weighted vesting terms and our historical practice of making grants every other year), but instead on the actual, multi-year vesting schedule and potential realizable compensation attributable to all of an executive’s stock awards. In valuing potential realizable compensation, we assume a fixed annual increase in the stock price, meaning that our executives’ compensation will be negatively impacted if our stock price is flat or declines, and is favorably impacted if the stock performs beyond the initial stock price assumption. The alignment between our executives’ compensation and our stock price performance encourages executives to seek out, develop, and pursue initiatives that focus on serving our customers and other stakeholders, and to reflect a long-term view for thinking about our operations holistically and contributing to initiatives across the Company.

​

•

We provide long-term visibility into compensation opportunities. We believe that establishing long-term compensation visibility for our executive team is an important way to foster an owner’s mindset from day one, and is also an important way to encourage bold, long-term decisions that will lead to innovation—decisions that may not be rewarded, and may possibly even be punished, in traditional incentive programs. We understand that our long vesting schedules, especially for our CEO, are unusual among public companies, but we believe this lends great strength to our program and helps make it among the most shareholder-aligned. Our long-term approach to performance and compensation has helped to retain our talent even during periods of short-term stock price volatility.

​

•

We do not provide severance or retirement benefits or accelerate vesting upon termination or retirement. All of our named executive officers are employed on an at-will basis. We do not maintain supplemental executive retirement or other nonqualified deferred compensation plans, cash severance programs, or change-in-control benefits for our executive officers (except for the limited situation that restricted stock units would vest if not assumed by an acquiror following a change in control and limited vesting of restricted stock units held by all employees other than the CEO upon death). If an executive terminates employment or retires, all unvested equity is forfeited.

​

•

We do not maintain executive compensation plans other than our stock plan. We generally do not provide cash bonuses other than in a new-hire context and do not have an annual incentive program. As a result, our executives’ compensation is easy for us to present to shareholders and easy for shareholders to understand and assess. There is no need for shareholders to be concerned with the selection or rigor of performance goals or to parse through overly complicated payout formulas and dense descriptions of complicated “total rewards” programs. Our executives’ compensation is tied to our shareholder returns, period.

​

Because of these features, our executive compensation is highly transparent and, as shown in the Pay Versus Performance presentation on page 60, strongly aligned with shareholder value. Unlike executive compensation at other companies, where vaguely stated performance conditions and above-target payouts result in opaque and unpredictable compensation unrelated to stock price and shareholder value, shareholders can look at our executives’ restricted stock unit holdings and know exactly how many shares will be delivered when they vest and know that the value of those shares will align with our stock price performance.

2026 Proxy Statement       49​

EXECUTIVE COMPENSATION

Alignment with Performance

We share the view expressed by the Council of Institutional Investors, Norges Bank Investment Management, and others that tying stock and cash award payouts to a handful of discrete performance criteria is a major source of complexity and confusion in executive pay and results in executive compensation arrangements that lack transparency and often do not align with long-term performance. At companies that grant performance-vested equity, shareholders are not able to assess the value of the awards at grant or how much executives may realize when the awards vest, because shareholders cannot assess the difficulty of the performance criteria applicable to those awards. The performance criteria are often not disclosed, and compensation committees often have discretion to set aside performance results or adjust results to provide for above-target vesting of awards. A 2019 study that appeared in Columbia Business School’s Journal of Applied Corporate Finance observed that performance-vested stock awards introduce “short-termism” in management behavior, even if vesting is based on multi-year performance criteria, because executives focus on the goals being rewarded in the current year. In contrast, our executive compensation program, anchored on periodic grants of time-vested restricted stock units that vest over the long term, is simple and transparent. We do not leverage or increase share awards to provide “above-target” or windfall payouts based on whether one or a few discrete goals were met, and the only way in which our executives can earn “above-target” compensation is to enhance our long-term share value, which benefits all shareholders.

Recent studies support our compensation philosophy and practice. For example, a 2026 study by compensation consultant Marc Hodak, Andrew W. Lo and Chaoyi Zhao of MIT, and Austin Starkweather of the University of Tennessee, entitled “Underperformance of Performance Shares,” found that “firms that use [performance share units (“PSUs”)] experience negative returns throughout the PSU’s lifecycle compared to firms that do not use PSUs,” while “firms using time-based awards demonstrate no such underperformance.” The authors concluded that their study “lend[s] support to proposals that emphasize simpler, longer-horizon equity ownership over intricate performance vesting.” In commentary published in 2024 on the Harvard Law School Forum on Corporate Governance website, Norges Bank Investment Management reported that U.S. companies in its portfolio that granted performance-vesting equity had higher reported and realized compensation and significantly lower total shareholder returns (“TSR”) than U.S. companies that granted only time-vested equity awards.

We are also pleased that, based on feedback from its policy surveys and compensation policy roundtables, ISS revised its benchmark voting policy for 2026 to view time-based equity awards with extended time horizons, like the restricted stock unit awards we grant to our executives, positively.

We believe that focusing on restricted stock unit awards with long-term vesting provisions is the best way for a dynamic and growth-oriented company like Amazon to align executive pay with long-term performance and shareholder value. In our view, selecting a handful of discrete performance metrics as a basis for vesting or paying out compensation is fraught with the risk of improperly influencing or constraining long-term performance and inhibiting innovation. For example, in 1997, had we adopted performance measures appropriate for a bookseller, we may have inadvertently discouraged our employees from investing their time and energy in initiatives that later became AWS, Kindle, Alexa, Fulfillment by Amazon, Marketplace, and Prime Video. To remain a highly innovative and nimble company that is able to respond rapidly to dynamic market conditions and dramatic change—such as was required during the Covid-19 pandemic and in response to the recent surge in demand for AI-supported services—Amazon needs to be able to shift course rapidly without executives being preoccupied with near-term performance criteria that might run counter to business needs.

Tying compensation to specific business performance measures also could discourage employee mobility across our businesses and, in particular, deter high-performing employees from taking important and challenging roles in businesses that could benefit most from their leadership. In addition, given the unique nature of Amazon, the diversity of our operations and initiatives, and the dynamic and evolving nature of our business, standardized industry indices are either too broad—​taking into account industries that are not reflected in the Company’s operations—or too narrow to serve as relevant comparisons for benchmarking company performance or for comparing TSR, as reflected in the Leadership Development and Compensation Committee’s experience in selecting peer companies for target compensation comparisons, as discussed below under “Compensation Governance; Compensation Committee Process.” For example, benchmarking performance against a technology index might have proven a disincentive to building our own devices, developing our own movies and TV shows, or innovating shipping and delivery methods. A customized index locks in a business profile at a point in time, which may deter employees from developing and pursuing initiatives that do not fit into that mold, or would require adjustment over time given the five year or greater time horizons over which our executives’ equity awards vest, which could create the appearance of gamesmanship or moving targets. Our compensation program allows and encourages us to innovate.

50

 

EXECUTIVE COMPENSATION​

We believe our executive compensation program works well for our employees and for our shareholders. For example, as of the end of 2025, our stock price had increased approximately 9,691% over twenty years (a compound annual growth rate of 26%), 583% over ten years, 42% over five years, and 175% over three years. This does not mean that our stock price increased on a year-over-year basis each of these years; for example, in 2014, our stock declined by 22%, and in 2022 our stock declined by 50%. As shown on the Pay Versus Performance presentation on page 60, the Compensation Actually Paid to our executives is directly impacted by our stock price performance.

Our Shareholder Engagement

We continued our shareholder engagement throughout 2025, including following the 2025 Annual Meeting. As discussed earlier in this proxy statement, since the beginning of 2025, we have engaged with 66 of our 100 largest unaffiliated shareholders, as well as with numerous other shareholders. Our lead independent director participated in one-on-one or small group meetings with shareholders owning more than 22% of our stock. Shareholders had the opportunity to discuss executive compensation during these meetings, although most prioritized discussions of other topics like business strategy, performance, and environmental and social topics. Most of the discussion around our executive compensation, consistent with prior years, related to whether our program appropriately aligns executive compensation to performance, which we addressed above. The Leadership Development and Compensation Committee carefully considers the results of our shareholders’ advisory vote approving the compensation of our named executive officers as well as input we receive from shareholders and analyses by proxy advisory firms, and remains responsive to shareholders regarding our executive compensation program.

2025 Compensation Decisions

Base Salaries

Base salaries for named executive officers are designed to provide a minimum level of cash compensation and to be significantly less than those paid to senior leadership at similarly situated companies. The base salary for each of our named executive officers was $365,000, except that Mr. Bezos’s salary was $81,840. Due to Mr. Bezos’s substantial ownership in Amazon, Mr. Bezos requested not to receive additional compensation and has never received annual cash compensation in excess of his current amount.

Annual Bonuses

None of the named executive officers received an annual incentive or cash bonus in 2025.

Stock-Based Compensation

As discussed above, the primary component of a named executive officer’s total compensation is stock-based compensation in order to closely tie total compensation to long-term shareholder value. Accordingly, named executive officers receive sizeable stock-based awards at the time of hire and are also eligible for stock-based awards in connection with promotions and on a periodic basis.

Since late 2002, we have used restricted stock units as our primary stock-based compensation vehicle and have granted periodic awards to our executive officers on an every-other-year basis. We believe that restricted stock units align the long-term interests of named executive officers and shareholders and help efficiently manage overall shareholder dilution from stock awards. These restricted stock unit awards generally vest over a period of five years or more. Vesting does not accelerate as a result of termination of employment or retirement.

Because our compensation program is designed to reward long-term performance and operate over many years, named executive officers typically do not receive periodic stock-based awards every year. When we set our executives’ target compensation for these periodic grants, we assume a fixed annual increase in the stock price so that our executives’ compensation will be negatively impacted if our stock price is flat or declines. Annual total compensation as reported in the Summary Compensation Table below includes the entire fair value as of the grant date of a stock award granted in that

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year, without regard to the fact that the grant vests over a number of years and without regard to the fact that our past practice has been to make periodic grants every other year and not annually. Unlike equity awards at some companies, stock awards cannot payout for an “above-target” number of shares. As a result of these features, a named executive officer’s total compensation as reported in the Summary Compensation Table will be higher in years in which he or she receives a grant compared to years in which he or she does not receive a grant, and may not be comparable to amounts reported by other companies. In contrast, as discussed above, when approving new equity awards, the Leadership Development and Compensation Committee does not focus on the aggregate grant date fair value that is required to be reported in the Summary Compensation Table under SEC rules, but instead evaluates the annual value of the awards that will vest in future years under various stock price scenarios, taking into account the named executive officer’s cash compensation and the projected annual value of pre-existing stock-based compensation vesting in those subsequent years, if any.

Due to Mr. Bezos’s substantial stock ownership, he believes he is appropriately incentivized and his interests are appropriately aligned with shareholders’ interests. Accordingly, Mr. Bezos has never received any stock-based compensation from Amazon.

The total number of restricted stock units granted to our named executive officers during the three-year period from 2023 to 2025 represented on average (i) 0.22% of the total number of restricted stock units granted to all employees during the same three-year period and (ii) less than 0.01% of the weighted-average number of shares outstanding for the same three-year period.

2025 Compensation of Our Named Executive Officers

In 2025, the Leadership Development and Compensation Committee did not grant restricted stock unit awards to any of the named executive officers, in line with our compensation philosophy and based on the Committee’s consideration of the factors discussed above. Accordingly, our named executive officers’ realized compensation for 2025 was attributable primarily to vesting of restricted stock unit awards granted in prior years. Because a portion of their restricted stock units vest in each quarter during the year, our named executive officers’ realized compensation reflects our stock price performance over the course of the year, instead of on a single vesting date in the year, further aligning with our shareholders’ interests.

As shown in the graph below, Mr. Jassy’s 2025 realized compensation (salary plus “all other compensation” as reported in the Summary Compensation Table, plus value of stock vested during the year) increased compared to 2024 due to our stock price performance, partially offset by a 5% decrease in the number of restricted stock units vesting during the year. Mr. Jassy’s 2024 realized compensation increased compared to 2023 due to our stock price performance, partially offset by a 6% decrease in the number of restricted stock units vesting during the year.

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Mr. Garman’s 2025 realized compensation increased compared to 2024 due to our stock price performance and a 23% increase in the number of shares vesting. Mr. Garman had lower realized compensation in 2024 compared to his predecessor in 2023, notwithstanding our strong stock price performance, due to a lower number of shares vesting.

Mr. Herrington’s 2025 realized compensation increased compared to 2024 due to our stock price performance, partially offset by a 4% decrease in the number of restricted stock units vesting during the year. Mr. Herrington’s 2024 realized compensation increased compared to 2023 due to our stock price performance, partially offset by a 24% decrease in the number of restricted stock units vesting during the year.

The Leadership Development and Compensation Committee believes that the realized compensation of these named executive officers is competitive and appropriately reflects the scope of our executives’ responsibilities and the alignment of

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our compensation program with shareholders’ interests. For Messrs. Garman and Herrington, the Committee takes into account their responsibilities managing operations that are equivalent in size to operations managed by chief executive officers of many other Fortune 100 companies.

Other Compensation and Benefits

Named executive officers receive additional compensation in the form of vacation, medical, 401(k), and other benefits generally available to all of our employees. In addition, in light of our Company’s and our executives’ prominence, we provide security for certain of our named executives, including security in addition to that provided at business facilities and during business-related travel. We believe that all Company-incurred security costs are reasonable and necessary and for the Company’s benefit. The Leadership Development and Compensation Committee annually reviews the amount and nature of executive officers’ security expenses. Reportable security expenses are included in the “All Other Compensation” column of the Summary Compensation Table. Amazon’s policy is that it does not provide other perquisites to our named executive officers.

Compensation Governance

Compensation Committee Process

The Leadership Development and Compensation Committee may engage compensation consultants but did not do so in 2025. In evaluating the compensation of our named executive officers in 2025, the Committee reviewed and discussed peer company compensation benchmarking information from third-party surveys, including compensation data for retail, Internet, technology, and media companies such as Alphabet, Apple, Cisco, Costco, Disney, Intel, Kroger, Meta, Microsoft, Netflix, Oracle, Salesforce, Target, UPS, and Walmart.

Restricted stock unit grant amounts and vesting for named executive officers are established by the Leadership Development and Compensation Committee after receiving recommendations from the Senior Vice President, People eXperience and Technology, and the CEO. Generally, the Leadership Development and Compensation Committee considers whether to make periodic grants to executive officers in connection with our annual performance and compensation review process, which normally occurs between January and April. The Leadership Development and Compensation Committee exercises discretion in determining executive officers’ compensation and does not require that compensation be set at a specific level relative to what is reflected in survey data that it reviews.

For new hire, promotion, and periodic restricted stock unit awards, the Senior Vice President, People eXperience and Technology, and the CEO develop grant recommendations to set a total compensation target for each named executive officer by evaluating a variety of factors, such as the compensation of similarly situated senior executives at Amazon and at other companies with which we compete for talent, past contributions to performance, and expected contributions to our future success, and then designing restricted stock unit awards to help meet those total compensation targets. As discussed above, this evaluation also takes into account the named executive officer’s cash compensation and the estimated value of pre-existing stock-based compensation vesting in subsequent years, if any, and stock price appreciation assumptions.

Clawback Policy

We have a compensation clawback policy that permits us to recover equity and cash bonuses from current and former named executive officers and other members of senior management if they engage in fraud or intentional misconduct that causes or contributes to a restatement of our financial statements. In addition, the policy provides for recovery of any incentive-based compensation, as defined under SEC and Nasdaq rules, in the event we are required to prepare an accounting restatement due to the Company’s material noncompliance with any financial reporting requirement under the federal securities laws.

Anti-Hedging Policy

Under our trading policies, directors, executive officers, and other employees above a specified level, as well as persons sharing their households, are prohibited from engaging in any speculative, hedging, or derivative security transaction that

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primarily involves or references Amazon securities. Other employees are prohibited from engaging in such hedging transactions unless they confirm that they satisfy certain conditions, including that they are not in possession of material non-public information, and that the arrangement expires or settles automatically at least six months after the date entered into with no discretion by the employee as to the timing or manner of settlement.

Leadership Development and Compensation Committee Report

The Leadership Development and Compensation Committee, which is composed solely of independent members of the Board of Directors, assists the Board in fulfilling its oversight responsibility relating to, among other things, establishing and reviewing compensation of the Company’s executive officers. The Leadership Development and Compensation Committee reviewed and discussed with management the Company’s Compensation Discussion and Analysis and, based on the review and discussion, recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

The Leadership Development and Compensation Committee

Edith W. Cooper
Daniel P. Huttenlocher
Andrew Y. Ng

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Summary Compensation Table

The following table sets forth for the year ended December 31, 2025 the compensation reportable for the named executive officers, as determined by SEC rules.

2025 Summary Compensation Table