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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 27, 2020
Date of Report
(Date of earliest event reported)
 _________________________
AMAZON.COM, INC.
(Exact name of registrant as specified in its charter)
_________________________ 
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:
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:
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
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
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 5.03. 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

3



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

4



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

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
 
Exhibit
Number
Description
 
 
3.1
3.2
104
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).



5



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.

 
AMAZON.COM, INC. (REGISTRANT)
 
 
 
 
By:
/s/ David A. Zapolsky
 
 
David A. Zapolsky
 
 
Senior Vice President
Dated: May 29, 2020


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