ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
CHANGE IN FISCAL YEAR.
On May 25, 2022, the shareholders of Amazon.com, Inc.
(the “Company”) approved an amendment (the “Amendment”) to the Company’s Restated Certificate of Incorporation
(the “Certificate”) to effect a 20-for-1 split of the Company’s common stock and a proportionate increase in the
number of authorized shares of common stock. The Amendment became effective upon its filing with the Secretary of State of the State
of Delaware on May 27, 2022.
As previously announced, each Company shareholder
of record at the close of business on May 27, 2022 will have 19 additional shares for every one share held as of such date reflected
in their accounts on or about June 3, 2022. Trading is expected to begin on a split-adjusted basis on June 6, 2022.
This description of the Amendment is not complete
and is qualified in its entirety by reference to the text of the Certificate, as amended and restated, a copy of which is filed as Exhibit 3.1
to this Form 8-K.
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 25, 2022, 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 | |
355,354,719 | |
17,063,820 | |
451,990 | |
53,465,310 |
Andrew R. Jassy | |
369,656,151 | |
2,717,030 | |
497,348 | |
53,465,310 |
Keith B. Alexander | |
367,975,690 | |
3,686,608 | |
1,208,231 | |
53,465,310 |
Edith W. Cooper | |
368,728,492 | |
3,553,846 | |
588,191 | |
53,465,310 |
Jamie S. Gorelick | |
361,054,790 | |
10,789,448 | |
1,026,291 | |
53,465,310 |
Daniel P. Huttenlocher | |
346,211,515 | |
25,018,621 | |
1,640,393 | |
53,465,310 |
Judith A. McGrath | |
290,390,396 | |
81,802,511 | |
677,622 | |
53,465,310 |
Indra K. Nooyi | |
366,532,776 | |
5,784,717 | |
553,036 | |
53,465,310 |
Jonathan J. Rubinstein | |
361,336,439 | |
10,502,585 | |
1,031,505 | |
53,465,310 |
Patricia Q. Stonesifer | |
359,126,370 | |
12,770,763 | |
973,396 | |
53,465,310 |
Wendell P. Weeks | |
367,079,373 | |
4,606,224 | |
1,184,932 | |
53,465,310 |
The appointment of Ernst & Young LLP
as our independent auditors for the fiscal year ending December 31, 2022 was ratified by the vote set forth below:
For | |
Against | |
Abstain | |
Broker Non-Votes |
410,571,386 | |
14,981,071 | |
783,382 | |
|
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 |
208,213,120 | |
163,510,060 | |
1,147,349 | |
53,465,310 |
The
Amendment to the Certificate to effect a 20-for-1 split of the Company’s common stock and a proportionate increase in the number
of authorized shares of common stock was approved by the vote set forth below:
For | |
Against | |
Abstain | |
Broker Non-Votes |
424,725,250 | |
1,099,939 | |
510,650 | |
|
A shareholder proposal requesting a report on retirement
plan options was not approved, as set forth below:
For | |
Against | |
Abstain | |
Broker Non-Votes |
32,500,386 | |
323,838,148 | |
16,531,995 | |
53,465,310 |
A shareholder proposal requesting a report on
customer due diligence was not approved, as set forth below:
For | |
Against | |
Abstain | |
Broker Non-Votes |
149,120,683 | |
221,341,797 | |
2,408,049 | |
53,465,310 |
A shareholder proposal requesting an alternative
director candidate policy was not approved, as set forth below:
For | |
Against | |
Abstain | |
Broker Non-Votes |
82,592,694 | |
288,823,065 | |
1,454,770 | |
53,465,310 |
A shareholder proposal requesting a report on
packaging materials was not approved, as set forth below:
For | |
Against | |
Abstain | |
Broker Non-Votes |
181,296,823 | |
189,313,134 | |
2,260,572 | |
53,465,310 |
A shareholder proposal requesting a report on
worker health and safety differences was not approved, as set forth below:
For | |
Against | |
Abstain | |
Broker Non-Votes |
47,396,406 | |
311,788,969 | |
13,685,154 | |
53,465,310 |
A shareholder proposal requesting additional
reporting on risks associated with the use of certain contract clauses was not approved, as set forth below:
For | |
Against | |
Abstain | |
Broker Non-Votes |
91,922,568 | |
277,883,493 | |
3,064,468 | |
53,465,310 |
A shareholder proposal requesting a report on
charitable contributions was not approved, as set forth below:
For | |
Against | |
Abstain | |
Broker Non-Votes |
10,015,893 | |
359,923,212 | |
2,931,424 | |
53,465,310 |
A shareholder proposal requesting alternative
tax reporting was not approved, as set forth below:
For | |
Against | |
Abstain | |
Broker Non-Votes |
64,702,796 | |
305,060,237 | |
3,107,496 | |
53,465,310 |
A shareholder proposal requesting additional
reporting on freedom of association was not approved, as set forth below:
For | |
Against | |
Abstain | |
Broker Non-Votes |
143,829,190 | |
225,841,301 | |
3,200,038 | |
53,465,310 |
A shareholder proposal requesting additional
reporting on lobbying was not approved, as set forth below:
For | |
Against | |
Abstain | |
Broker Non-Votes |
175,351,802 | |
195,721,490 | |
1,797,237 | |
53,465,310 |
A shareholder proposal requesting a policy requiring
more director candidates than board seats was not approved, as set forth below:
For | |
Against | |
Abstain | |
Broker Non-Votes |
3,037,944 | |
367,390,195 | |
2,442,390 | |
53,465,310 |
A shareholder proposal requesting a report on
warehouse working conditions was not approved, as set forth below:
For | |
Against | |
Abstain | |
Broker Non-Votes |
163,081,744 | |
207,204,341 | |
2,584,444 | |
53,465,310 |
A shareholder proposal requesting additional
reporting on gender/racial pay was not approved, as set forth below:
For | |
Against | |
Abstain | |
Broker Non-Votes |
106,835,184 | |
263,888,171 | |
2,147,174 | |
53,465,310 |
A shareholder proposal requesting a report on
customer use of certain technologies was not approved, as set forth below:
For | |
Against | |
Abstain | |
Broker Non-Votes |
150,732,906 | |
219,746,074 | |
2,391,549 | |
53,465,310 |
A shareholder proposal presented at the Annual
Meeting of Shareholders pursuant to the Company’s bylaws requesting that the Company end the use of productivity expectations and
workplace monitoring was not approved, as set forth below:
For | |
Against | |
Abstain | |
Broker Non-Votes |
914,148 | |
371,956,370 | |
10 | |
53,465,310 |