UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 8-K
_________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
May 22, 2019
Date of Report
(Date of earliest event reported)
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AMAZON.COM, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 000-22513 | | 91-1646860 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
410 Terry Avenue North, Seattle, Washington 98109-5210
(Address of principal executive offices, including Zip Code)
(206) 266-1000
(Registrant’s telephone number, including area code)
_________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |
| Common Stock, par value $.01 per share | | AMZN | | Nasdaq Global Select Market |
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| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
| Emerging growth company | ¨ |
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| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ¨ |
TABLE OF CONTENTS
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 22, 2019, Amazon.com, Inc. (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:
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| Nominee | | For | | Against | | Abstain | | Broker
Non-Votes |
| Jeffrey P. Bezos | | 336,141,374 | | 4,115,554 | | 1,746,464 | | 85,151,704 |
| Rosalind G. Brewer | | 340,841,813 | | 669,988 | | 491,591 | | 85,151,704 |
| Jamie S. Gorelick | | 335,964,457 | | 5,528,240 | | 510,695 | | 85,151,704 |
| Daniel P. Huttenlocher | | 340,171,058 | | 1,300,604 | | 531,730 | | 85,151,704 |
| Judith A. McGrath | | 338,217,156 | | 3,293,333 | | 492,903 | | 85,151,704 |
| Indra K. Nooyi | | 340,786,923 | | 726,797 | | 489,672 | | 85,151,704 |
| Jonathan J. Rubinstein | | 339,494,236 | | 1,982,952 | | 526,204 | | 85,151,704 |
| Thomas O. Ryder | | 316,598,438 | | 24,865,785 | | 539,169 | | 85,151,704 |
| Patricia Q. Stonesifer | | 336,229,919 | | 5,282,445 | | 491,028 | | 85,151,704 |
| Wendell P. Weeks | | 281,313,364 | | 60,136,918 | | 553,110 | | 85,151,704 |
The appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2019 was ratified by the vote set forth below:
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| For | | Against | | Abstain | | Broker Non-Votes |
| 418,451,832 | | 7,841,460 | | 861,804 | | — |
The compensation of our named executive officers as disclosed in the proxy statement was approved in an advisory vote, as set forth below:
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| For | | Against | | Abstain | | Broker Non-Votes |
| 333,203,698 | | 8,042,797 | | 756,897 | | 85,151,704 |
A shareholder proposal requesting an annual report on management of food waste was not approved, as set forth below:
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| For | | Against | | Abstain | | Broker Non-Votes |
| 87,329,530 | | 249,904,557 | | 4,769,305 | | 85,151,704 |
A shareholder proposal requesting a reduction in the ownership threshold for calling special shareholder meetings was not approved, as set forth below:
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| For | | Against | | Abstain | | Broker Non-Votes |
| 120,657,881 | | 220,494,576 | | 850,935 | | 85,151,704 |
A shareholder proposal requesting a ban on government use of certain technologies was not approved, as set forth below:
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| For | | Against | | Abstain | | Broker Non-Votes |
| 8,272,638 | | 328,206,303 | | 5,524,451 | | 85,151,704 |
A shareholder proposal requesting a report on the impact of government use of certain technologies was not approved, as set forth below:
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| For | | Against | | Abstain | | Broker Non-Votes |
| 94,208,150 | | 239,591,730 | | 8,203,512 | | 85,151,704 |
A shareholder proposal requesting a report on certain products was not approved, as set forth below:
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| For | | Against | | Abstain | | Broker Non-Votes |
| 92,057,511 | | 246,944,049 | | 3,001,832 | | 85,151,704 |
A shareholder proposal requesting an independent board chair policy was not approved, as set forth below:
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| For | | Against | | Abstain | | Broker Non-Votes |
| 82,323,835 | | 248,907,842 | | 10,771,715 | | 85,151,704 |
A shareholder proposal requesting a report on certain employment policies was not approved, as set forth below:
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| For | | Against | | Abstain | | Broker Non-Votes |
| 111,862,346 | | 223,768,797 | | 6,372,249 | | 85,151,704 |
A shareholder proposal requesting a report on climate change topics was not approved, as set forth below:
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| For | | Against | | Abstain | | Broker Non-Votes |
| 101,746,415 | | 227,595,462 | | 12,661,515 | | 85,151,704 |
A shareholder proposal requesting a board ideology disclosure policy was not approved, as set forth below:
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| For | | Against | | Abstain | | Broker Non-Votes |
| 9,107,139 | | 330,667,051 | | 2,229,102 | | 85,151,704 |
A shareholder proposal requesting changes to the Company’s gender pay reporting was not approved, as set forth below:
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| For | | Against | | Abstain | | Broker Non-Votes |
| 88,345,337 | | 241,595,028 | | 12,063,027 | | 85,151,704 |
A shareholder proposal requesting a report on integrating certain metrics into executive compensation was not approved, as set forth below:
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| For | | Against | | Abstain | | Broker Non-Votes |
| 64,988,902 | | 274,689,747 | | 2,324,743 | | 85,151,704 |
A shareholder proposal regarding vote-counting practices for shareholder proposals was not approved, as set forth below:
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| For | | Against | | Abstain | | Broker Non-Votes |
| 16,226,186 | | 324,872,785 | | 904,421 | | 85,151,704 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | AMAZON.COM, INC. (REGISTRANT) |
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| | By: | /s/ David A. Zapolsky |
| | | David A. Zapolsky |
| | | Senior Vice President |
Dated: May 24, 2019
