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MarketScreener Homepage  >  Equities  >  Nasdaq  >  Amazon.com, Inc.    AMZN

AMAZON.COM, INC.

(AMZN)
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AMAZON COM INC : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

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05/29/2020 | 05:32pm EDT
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
On May 27, 2020, the shareholders of Amazon.com, Inc. (the "Company") approved
an amendment to the Company's Restated Certificate of Incorporation (the
"Certificate") to lower the stock ownership threshold from 30% to 25% for
shareholders to request that the Company call a special meeting of shareholders.
The Board of Directors of the Company approved a corresponding amendment to
Section 2.2.2 of the Company's Amended and Restated Bylaws (the "Bylaws"),
effective May 28, 2020.
This description of the amendments to the Certificate and the Bylaws is not
complete and is qualified in its entirety by reference to the text of the
Certificate and the Bylaws, copies of which are filed as Exhibit 3.1 and Exhibit
3.2, respectively, to this Form 8-K.


ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. On May 27, 2020, 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:

                                                                     Broker
Nominee                      For          Against      Abstain      Non-Votes

Jeffrey P. Bezos 358,730,743 8,196,701 1,954,131 65,004,317 Rosalind G. Brewer 367,245,268 1,007,075 629,232 65,004,317 Jamie S. Gorelick 361,883,175 4,407,847 2,590,553 65,004,317 Daniel P. Huttenlocher 367,085,886 1,097,529 698,160 65,004,317 Judith A. McGrath 363,221,298 3,639,975 2,020,302 65,004,317 Indra K. Nooyi

           366,888,067     1,340,374      653,134    65,004,317

Jonathan J. Rubinstein 365,093,290 3,083,630 704,655 65,004,317 Thomas O. Ryder 337,609,773 30,585,339 686,463 65,004,317 Patricia Q. Stonesifer 360,752,549 7,491,161 637,865 65,004,317 Wendell P. Weeks 365,887,030 2,312,118 682,427 65,004,317

The appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2020 was ratified by the vote set forth below:

                                      Broker
    For        Against     Abstain   Non-Votes
421,878,194   11,109,633   898,065       -

The compensation of our named executive officers as disclosed in the proxy statement was approved in an advisory vote, as set forth below:

                                      Broker
    For        Against    Abstain   Non-Votes
358,836,322   9,102,824   942,429   65,004,317

The amendment to our Certificate to lower the stock ownership threshold from 30% to 25% for shareholders to request a special meeting was approved by the vote set forth below:

                                       Broker
    For        Against     Abstain   Non-Votes
349,780,387   18,480,761   620,427   65,004,317

A shareholder proposal requesting a report on effects of food waste was not approved, as set forth below:

                                          Broker
    For         Against      Abstain    Non-Votes
116,962,195   247,667,816   4,251,564   65,004,317



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A shareholder proposal requesting a report on customer use of certain technologies was not approved, as set forth below:

                                          Broker
    For         Against      Abstain    Non-Votes
117,311,297   248,500,568   3,069,710   65,004,317

A shareholder proposal requesting a report on potential customer misuse of certain technologies was not approved, as set forth below:

                                          Broker
    For         Against      Abstain    Non-Votes
117,000,777   248,814,931   3,065,867   65,004,317

A shareholder proposal requesting a report on efforts to restrict certain products was not approved, as set forth below:

                                          Broker
    For         Against      Abstain    Non-Votes
127,815,408   238,031,481   3,034,686   65,004,317


A shareholder proposal requesting a mandatory independent board chair policy was not approved, as set forth below:

                                          Broker
   For         Against      Abstain     Non-Votes
59,580,412   297,823,276   11,477,887   65,004,317

A shareholder proposal requesting an alternative report on gender/racial pay was not approved, as set forth below:

                                         Broker
   For         Against      Abstain    Non-Votes
55,887,151   309,753,503   3,240,921   65,004,317

A shareholder proposal requesting a report on certain community impacts was not approved, as set forth below:

                                         Broker
   For         Against      Abstain    Non-Votes
22,446,883   342,993,280   3,441,412   65,004,317

A shareholder proposal requesting a report on viewpoint discrimination was not approved, as set forth below:

                                        Broker
   For        Against      Abstain    Non-Votes
5,530,109   360,515,412   2,836,054   65,004,317


A shareholder proposal requesting a report on promotion data was not approved,
as set forth below:
                                         Broker
   For         Against      Abstain    Non-Votes
44,559,366   320,298,657   4,023,552   65,004,317

A shareholder proposal requesting an additional reduction in threshold for calling special shareholder meetings was not approved, as set forth below:

                                          Broker
    For         Against      Abstain    Non-Votes
135,083,275   232,676,983   1,121,317   65,004,317



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A shareholder proposal requesting a specific supply chain report format was not approved, as set forth below:

                                           Broker
    For         Against      Abstain     Non-Votes
110,682,462   245,542,645   12,656,468   65,004,317

A shareholder proposal requesting additional reporting on lobbying was not approved, as set forth below:

                                          Broker
    For         Against      Abstain    Non-Votes
110,288,556   256,505,478   2,087,541   65,004,317


ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.

Exhibit
Number                                 Description

  3.1     Restated Certificate of Incorporation of the Company.
  3.2     Amended and Restated Bylaws of the Company.
        The cover page from this Current Report on Form 8-K, formatted in Inline
  104   XBRL (included as Exhibit 101).





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© Edgar Online, source Glimpses

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Financials (USD)
Sales 2020 345 B - -
Net income 2020 9 540 M - -
Net cash 2020 45 263 M - -
P/E ratio 2020 128x
Yield 2020 -
Capitalization 1 218 B 1 218 B -
EV / Sales 2019
EV / Sales 2020 3,40x
Nbr of Employees 798 000
Free-Float 81,1%
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Technical analysis trends AMAZON.COM, INC.
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TrendsNeutralBullishBullish
Income Statement Evolution
Consensus
Sell
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Mean consensus BUY
Number of Analysts 50
Average target price 2 679,71 $
Last Close Price 2 442,37 $
Spread / Highest target 22,8%
Spread / Average Target 9,72%
Spread / Lowest Target -11,5%
EPS Revisions
Managers
NameTitle
Jeffrey P. Bezos Chairman, President & Chief Executive Officer
Brian T. Olsavsky Chief Financial Officer & Senior Vice President
Patricia Q. Stonesifer Independent Director
Thomas O. Ryder Independent Director
Jonathan Jake Rubinstein Lead Independent Director
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