ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
On May 27, 2020, the shareholders of Amazon.com, Inc. (the “Company”) approved an amendment to the Company’s Restated Certificate of Incorporation (the “Certificate”) to lower the stock ownership threshold from 30% to 25% for shareholders to request that the Company call a special meeting of shareholders. The Board of Directors of the Company approved a corresponding amendment to Section 2.2.2 of the Company’s Amended and Restated Bylaws (the “Bylaws”), effective May 28, 2020.
This description of the amendments to the Certificate and the Bylaws is not complete and is qualified in its entirety by reference to the text of the Certificate and the Bylaws, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Form 8-K.
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 27, 2020, 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nominee
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
Jeffrey P. Bezos
|
|
358,730,743
|
|
|
8,196,701
|
|
|
1,954,131
|
|
|
65,004,317
|
|
Rosalind G. Brewer
|
|
367,245,268
|
|
|
1,007,075
|
|
|
629,232
|
|
|
65,004,317
|
|
Jamie S. Gorelick
|
|
361,883,175
|
|
|
4,407,847
|
|
|
2,590,553
|
|
|
65,004,317
|
|
Daniel P. Huttenlocher
|
|
367,085,886
|
|
|
1,097,529
|
|
|
698,160
|
|
|
65,004,317
|
|
Judith A. McGrath
|
|
363,221,298
|
|
|
3,639,975
|
|
|
2,020,302
|
|
|
65,004,317
|
|
Indra K. Nooyi
|
|
366,888,067
|
|
|
1,340,374
|
|
|
653,134
|
|
|
65,004,317
|
|
Jonathan J. Rubinstein
|
|
365,093,290
|
|
|
3,083,630
|
|
|
704,655
|
|
|
65,004,317
|
|
Thomas O. Ryder
|
|
337,609,773
|
|
|
30,585,339
|
|
|
686,463
|
|
|
65,004,317
|
|
Patricia Q. Stonesifer
|
|
360,752,549
|
|
|
7,491,161
|
|
|
637,865
|
|
|
65,004,317
|
|
Wendell P. Weeks
|
|
365,887,030
|
|
|
2,312,118
|
|
|
682,427
|
|
|
65,004,317
|
|
The appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2020 was ratified by the vote set forth below:
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
421,878,194
|
|
11,109,633
|
|
898,065
|
|
—
|
The compensation of our named executive officers as disclosed in the proxy statement was approved in an advisory vote, as set forth below:
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
358,836,322
|
|
9,102,824
|
|
942,429
|
|
65,004,317
|
The amendment to our Certificate to lower the stock ownership threshold from 30% to 25% for shareholders to request a special meeting was approved by the vote set forth below:
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
349,780,387
|
|
18,480,761
|
|
620,427
|
|
65,004,317
|
A shareholder proposal requesting a report on effects of food waste was not approved, as set forth below:
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
116,962,195
|
|
247,667,816
|
|
4,251,564
|
|
65,004,317
|
A shareholder proposal requesting a report on customer use of certain technologies was not approved, as set forth below:
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
117,311,297
|
|
248,500,568
|
|
3,069,710
|
|
65,004,317
|
A shareholder proposal requesting a report on potential customer misuse of certain technologies was not approved, as set forth below:
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
117,000,777
|
|
248,814,931
|
|
3,065,867
|
|
65,004,317
|
A shareholder proposal requesting a report on efforts to restrict certain products was not approved, as set forth below:
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
127,815,408
|
|
238,031,481
|
|
3,034,686
|
|
65,004,317
|
A shareholder proposal requesting a mandatory independent board chair policy was not approved, as set forth below:
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
59,580,412
|
|
297,823,276
|
|
11,477,887
|
|
65,004,317
|
A shareholder proposal requesting an alternative report on gender/racial pay was not approved, as set forth below:
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
55,887,151
|
|
309,753,503
|
|
3,240,921
|
|
65,004,317
|
A shareholder proposal requesting a report on certain community impacts was not approved, as set forth below:
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
22,446,883
|
|
342,993,280
|
|
3,441,412
|
|
65,004,317
|
A shareholder proposal requesting a report on viewpoint discrimination was not approved, as set forth below:
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
5,530,109
|
|
360,515,412
|
|
2,836,054
|
|
65,004,317
|
A shareholder proposal requesting a report on promotion data was not approved, as set forth below:
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
44,559,366
|
|
320,298,657
|
|
4,023,552
|
|
65,004,317
|
A shareholder proposal requesting an additional reduction in threshold for calling special shareholder meetings was not approved, as set forth below:
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
135,083,275
|
|
232,676,983
|
|
1,121,317
|
|
65,004,317
|
A shareholder proposal requesting a specific supply chain report format was not approved, as set forth below:
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
110,682,462
|
|
245,542,645
|
|
12,656,468
|
|
65,004,317
|
A shareholder proposal requesting additional reporting on lobbying was not approved, as set forth below:
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
110,288,556
|
|
256,505,478
|
|
2,087,541
|
|
65,004,317
|