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:





                                                                  Broker
Nominee                      For        Against      Abstain    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:





                                       Broker
    For        Against     Abstain   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:





                                          Broker
    For         Against      Abstain    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:





                                      Broker
    For        Against    Abstain   Non-Votes
424,725,250   1,099,939   510,650       -




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A shareholder proposal requesting a report on retirement plan options was not approved, as set forth below:





                                          Broker
   For         Against      Abstain     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:





                                          Broker
    For         Against      Abstain    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:





                                         Broker
   For         Against      Abstain    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:





                                          Broker
    For         Against      Abstain    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:





                                          Broker
   For         Against      Abstain     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:





                                         Broker
   For         Against      Abstain    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:





                                         Broker
   For         Against      Abstain    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:



                                         Broker
   For         Against      Abstain    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:





                                          Broker
    For         Against      Abstain    Non-Votes
143,829,190   225,841,301   3,200,038   53,465,310




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





                                          Broker
    For         Against      Abstain    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:





                                        Broker
   For        Against      Abstain    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:





                                          Broker
    For         Against      Abstain    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:





                                          Broker
    For         Against      Abstain    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:





                                          Broker
    For         Against      Abstain    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:





                                    Broker
  For       Against     Abstain   Non-Votes
914,148   371,956,370     10      53,465,310

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.





(d) Exhibits.



Exhibit
Number                              Description

  3.1     Amended and Restated Certificate of Incorporation 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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