Amazon (AMZN) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 20, 2026, will be held virtually, focusing on director elections, auditor ratification, executive compensation, and several shareholder proposals.

• Extensive shareholder engagement occurred, with meetings involving holders of over 22% of shares and 66 of the 100 largest unaffiliated shareholders.

• Board and committees actively oversee key issues, including sustainability, corporate governance, compensation, risk, and security.

Voting matters and shareholder proposals

• Proposals include election of directors, ratification of Ernst & Young as auditor, advisory vote on executive compensation, and four shareholder proposals on charitable partnerships, climate reporting, and board leadership.

• Board recommends against all shareholder proposals, citing existing initiatives, reporting, and governance structures.

• Nine out of thirteen shareholder proposals were excluded from the proxy after engagement and SEC review.

Board of directors and corporate governance

• Board composition reflects gender and racial diversity, balanced tenure, and expertise in technology, global business, finance, and human capital.

• Committees focus on board composition, sustainability, compensation, risk management, and security.

• Board maintains flexibility in leadership structure, with a lead independent director reinforcing oversight.