ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. In connection with Andrew R. Jassy's promotion to President and Chief Executive Officer of Amazon.com, Inc. (the "Company"), which will occur on July 5, 2021, the Board of Directors elected Mr. Jassy as a director of the Company effective as of the date he becomes President and Chief Executive Officer. In connection with Mr. Jassy's promotion, the Company approved a restricted stock unit award under the Company's 1997 Stock Incentive Plan with respect to 61,000 shares of common stock of the Company, which will be granted as of the date Mr. Jassy becomes President and Chief Executive Officer and vest over ten years, and approved providing Mr. Jassy with appropriate security arrangements. Mr. Jassy also is entering into an indemnification agreement with the Company in the same form as its other directors have entered, which is filed as an exhibit to Amendment No. 1, filed April 21, 1997, to the Company's Registration Statement on Form S-1 (Registration No. 333-23795). Mr. Jassy joined the Company in 1997 and has held numerous leadership roles across the Company. He has led Amazon Web Services since its inception as Senior Vice President from April 2006 until April 2016 and as its CEO since April 2016.


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