Amazon (AMZN) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 20, 2026, and will be held virtually, allowing shareholders to vote on key proposals including director elections, auditor ratification, executive compensation, and several shareholder proposals.

• The Board recommends voting for all director nominees, for the ratification of Ernst & Young as independent auditors, for the advisory vote on executive compensation, and against all shareholder proposals.

• Shareholder engagement remains a priority, with ongoing dialogue and meetings with major shareholders to discuss governance, compensation, and ESG topics.

Voting matters and shareholder proposals

• Shareholders will vote on the election of 11 directors, ratification of Ernst & Young as auditors, an advisory say-on-pay vote, and four shareholder proposals.

• The Board recommends voting against proposals requesting reports on charitable partnerships, data center climate impact, climate commitments, and a mandatory independent board chair policy.

• The Board argues that existing disclosures and governance structures address the concerns raised in the shareholder proposals.

Board of directors and corporate governance

• The Board consists of 11 nominees with a mix of tenures, backgrounds, and expertise, including technology, finance, human capital, and global operations.

• The Board is declassified, with annual elections and a majority voting standard.

• A lead independent director is appointed to reinforce independent oversight, and all committees are composed solely of independent directors.

• Directors are compensated solely with long-term restricted stock units, aligning their interests with shareholders.