ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On September 20, 2021, the Board of Directors of Amazon.com, Inc. (the
"Company") elected Edith W. Cooper as a director of the Company, and also
appointed her to the Leadership Development and Compensation Committee of the
Board. Ms. Cooper is a co-founder of Medley Living, Inc., a membership-based
community for personal and professional growth that launched in September 2020.
In addition, Ms. Cooper served as Executive Vice President, Global Head of Human
Capital Management of Goldman Sachs Group, Inc. from March 2008 to December
2017. Previously at Goldman Sachs, Ms. Cooper led various client franchise
businesses for the firm. Ms. Cooper has served as a director of PepsiCo, Inc.
since September 2021, a director of MSD Acquisition Corp. since March 2021, a
director of EQT AB since October 2018, a director of Etsy, Inc. from April 2018
to September 2021, and a director of Slack Technologies, Inc. from January 2018
to July 2021. In connection with her election, Ms. Cooper was granted a
restricted stock unit award under the Company's 1997 Stock Incentive Plan for
285 shares of common stock of the Company, to vest in three equal annual
installments beginning on November 15, 2022, assuming continued service as a
director. Ms. Cooper also entered 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).
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