Current Report Filing (8-k)

Date : 05/24/2019 @ 9:01PM
Source : Edgar (US Regulatory)
Stock : Amazon com (AMZN)
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Current Report Filing (8-k)


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  
_________________________
FORM 8-K
_________________________ 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
May 22, 2019
Date of Report
(Date of earliest event reported)
  _________________________
AMAZON.COM, INC.
(Exact name of registrant as specified in its charter)
_________________________  
Delaware
 
000-22513
 
91-1646860
(State or other jurisdiction of
incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
410 Terry Avenue North, Seattle, Washington 98109-5210
(Address of principal executive offices, including Zip Code)
(206) 266-1000
(Registrant’s telephone number, including area code)
_________________________ 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Trading Symbol(s)
 
Name of Each Exchange on Which Registered
Common Stock, par value $.01 per share
 
AMZN
 
Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
 



TABLE OF CONTENTS





ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 22, 2019, Amazon.com, Inc. (the “Company”) held its Annual Meeting of Shareholders.
The following nominees were elected as directors, each to hold office until the next Annual Meeting of Shareholders or until his or her successor is elected and qualified, by the vote set forth below:
Nominee
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
Jeffrey P. Bezos
 
336,141,374
 
4,115,554
 
1,746,464
 
85,151,704
Rosalind G. Brewer
 
340,841,813
 
669,988
 
491,591
 
85,151,704
Jamie S. Gorelick
 
335,964,457
 
5,528,240
 
510,695
 
85,151,704
Daniel P. Huttenlocher
 
340,171,058
 
1,300,604
 
531,730
 
85,151,704
Judith A. McGrath
 
338,217,156
 
3,293,333
 
492,903
 
85,151,704
Indra K. Nooyi
 
340,786,923
 
726,797
 
489,672
 
85,151,704
Jonathan J. Rubinstein
 
339,494,236
 
1,982,952
 
526,204
 
85,151,704
Thomas O. Ryder
 
316,598,438
 
24,865,785
 
539,169
 
85,151,704
Patricia Q. Stonesifer
 
336,229,919
 
5,282,445
 
491,028
 
85,151,704
Wendell P. Weeks
 
281,313,364
 
60,136,918
 
553,110
 
85,151,704
The appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2019 was ratified by the vote set forth below:
For
 
Against
 
Abstain
 
Broker
Non-Votes
418,451,832
 
7,841,460
 
861,804
 
The compensation of our named executive officers as disclosed in the proxy statement was approved in an advisory vote, as set forth below:
For
 
Against
 
Abstain
 
Broker
Non-Votes
333,203,698
 
8,042,797
 
756,897
 
85,151,704
A shareholder proposal requesting an annual report on management of food waste was not approved, as set forth below:
For
 
Against
 
Abstain
 
Broker
Non-Votes
87,329,530
 
249,904,557
 
4,769,305
 
85,151,704
A shareholder proposal requesting a reduction in the ownership threshold for calling special shareholder meetings was not approved, as set forth below:
For
 
Against
 
Abstain
 
Broker
Non-Votes
120,657,881
 
220,494,576
 
850,935
 
85,151,704
A shareholder proposal requesting a ban on government use of certain technologies was not approved, as set forth below:
For
 
Against
 
Abstain
 
Broker
Non-Votes
8,272,638
 
328,206,303
 
5,524,451
 
85,151,704

3


A shareholder proposal requesting a report on the impact of government use of certain technologies was not approved, as set forth below:
For
 
Against
 
Abstain
 
Broker
Non-Votes
94,208,150
 
239,591,730
 
8,203,512
 
85,151,704
A shareholder proposal requesting a report on certain products was not approved, as set forth below:
For
 
Against
 
Abstain
 
Broker
Non-Votes
92,057,511
 
246,944,049
 
3,001,832
 
85,151,704
A shareholder proposal requesting an independent board chair policy was not approved, as set forth below:
For
 
Against
 
Abstain
 
Broker
Non-Votes
82,323,835
 
248,907,842
 
10,771,715
 
85,151,704
A shareholder proposal requesting a report on certain employment policies was not approved, as set forth below:
For
 
Against
 
Abstain
 
Broker
Non-Votes
111,862,346
 
223,768,797
 
6,372,249
 
85,151,704
A shareholder proposal requesting a report on climate change topics was not approved, as set forth below:
For
 
Against
 
Abstain
 
Broker
Non-Votes
101,746,415
 
227,595,462
 
12,661,515
 
85,151,704
A shareholder proposal requesting a board ideology disclosure policy was not approved, as set forth below:
For
 
Against
 
Abstain
 
Broker
Non-Votes
9,107,139
 
330,667,051
 
2,229,102
 
85,151,704
A shareholder proposal requesting changes to the Company’s gender pay reporting was not approved, as set forth below:
For
 
Against
 
Abstain
 
Broker
Non-Votes
88,345,337
 
241,595,028
 
12,063,027
 
85,151,704
A shareholder proposal requesting a report on integrating certain metrics into executive compensation was not approved, as set forth below:
For
 
Against
 
Abstain
 
Broker
Non-Votes
64,988,902
 
274,689,747
 
2,324,743
 
85,151,704
A shareholder proposal regarding vote-counting practices for shareholder proposals was not approved, as set forth below:
For
 
Against
 
Abstain
 
Broker
Non-Votes
16,226,186
 
324,872,785
 
904,421
 
85,151,704


4


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
AMAZON.COM, INC. (REGISTRANT)
 
 
 
 
By:
/s/ David A. Zapolsky
 
 
David A. Zapolsky
 
 
Senior Vice President

Dated: May 24, 2019


5

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