ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL


           YEAR.

On January 5, 2023, the Board of Directors of Amazon.com, Inc. (the "Company") approved and adopted amendments to the Company's Amended and Restated Bylaws (the "Bylaws") to: (i) reflect recent amendments to, and align certain provisions with, the Delaware General Corporation Law; (ii) implement procedural and disclosure requirements for director nominees and shareholders proposing director nominees and other business for consideration at the Company's annual or special meetings of shareholders, including to address the U.S. Securities and Exchange Commission's recently adopted "universal proxy card" rules; (iii) address the conduct of annual or special meetings of shareholders; and (iv) make technical and conforming revisions and clarifications.

The foregoing summary of the amendments to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.2 hereto.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.




(d) Exhibits.

Exhibit
Number                                    Description

  3.2          Amended and Restated Bylaws of the Company.

  104        The cover page from this Current Report on Form 8-K, formatted in
             Inline XBRL (included as Exhibit 101).



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