--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-065457" form_type: "8-K" ticker: "AMZN" cik: "0001018724" company_name: "AMAZON COM INC" filed_at: "2023-05-26T23:59:59+00:00" generated_at: "2026-06-14T12:26:24.083085+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.25 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Amazon shareholders elect all 11 directors, approve say-on-pay at 68% ## Summary - All 11 director nominees elected; highest against votes for Cooper (1.37B) and Huttenlocher (1.40B). - Advisory say-on-pay vote passed with 5.02B for (68%) vs 2.32B against. - Ratification of Ernst & Young as auditor passed with 8.36B for (96.7%). - Shareholders voted for one-year frequency for future advisory votes on executive compensation. - All 20 shareholder proposals, including on climate and workforce conditions, were rejected. ## SEC filing metadata - accession: 0001104659-23-065457 - form_type: 8-K - ticker: AMZN - cik: 0001018724 - company_name: AMAZON COM INC - filed_at: 2023-05-26T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.25 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1018724/000110465923065457/0001104659-23-065457-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1018724/000110465923065457/tm2315877d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-065457 - JSON: https://secwatch.observer/filing/0001104659-23-065457.json - Plain text: https://secwatch.observer/filing/0001104659-23-065457.txt ## Key facts - Shareholder Votes AMAZON COM INC shareholders approved Election of Directors at the 2023-05-24 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-24 source text: On May 24, 2023, 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: evidence_url: https://www.sec.gov/Archives/edgar/data/1018724/000110465923065457/0001104659-23-065457-index.htm - Shareholder Votes AMAZON COM INC shareholders rejected A shareholder proposal requesting a report on content removal requests at the 2023-05-24 meeting. - Outcome: failed - Meeting: 2023-05-24 source text: A shareholder proposal requesting a report on content removal requests was not approved, as set forth below: evidence_url: https://www.sec.gov/Archives/edgar/data/1018724/000110465923065457/0001104659-23-065457-index.htm - Shareholder Votes AMAZON COM INC shareholders approved An advisory vote on the frequency of future advisory votes on executive compensation at the 2023-05-24 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-24 source text: An advisory vote on the frequency of future advisory votes on executive compensation received the following votes: One Year Two Years Three Years Abstain Broker Non-Votes 7,270,477,259 11,671,932 67,529,229 18,731,426 1,298,652,951 evidence_url: https://www.sec.gov/Archives/edgar/data/1018724/000110465923065457/0001104659-23-065457-index.htm - Shareholder Votes AMAZON COM INC shareholders rejected A shareholder proposal requesting a report on retirement plan options at the 2023-05-24 meeting. - Outcome: failed - Meeting: 2023-05-24 source text: A shareholder proposal requesting a report on retirement plan options was not approved, as set forth below: evidence_url: https://www.sec.gov/Archives/edgar/data/1018724/000110465923065457/0001104659-23-065457-index.htm - Shareholder Votes AMAZON COM INC shareholders rejected A shareholder proposal requesting additional reporting on climate lobbying at the 2023-05-24 meeting. - Outcome: failed - Meeting: 2023-05-24 source text: A shareholder proposal requesting additional reporting on climate lobbying was not approved, as set forth below: evidence_url: https://www.sec.gov/Archives/edgar/data/1018724/000110465923065457/0001104659-23-065457-index.htm - Shareholder Votes AMAZON COM INC shareholders approved The appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2023 was ratified at the 2023-05-24 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-24 source text: The appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2023 was ratified by the vote set forth below: evidence_url: https://www.sec.gov/Archives/edgar/data/1018724/000110465923065457/0001104659-23-065457-index.htm - Shareholder Votes AMAZON COM INC shareholders rejected A shareholder proposal requesting additional reporting on stakeholder impacts at the 2023-05-24 meeting. - Outcome: failed - Meeting: 2023-05-24 source text: A shareholder proposal requesting additional reporting on stakeholder impacts was not approved, as set forth below: evidence_url: https://www.sec.gov/Archives/edgar/data/1018724/000110465923065457/0001104659-23-065457-index.htm - Shareholder Votes AMAZON COM INC shareholders approved The Company’s 1997 Stock Incentive Plan, as amended and restated, was reapproved for purposes of French tax law at the 2023-05-24 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-05-24 source text: The Company’s 1997 Stock Incentive Plan, as amended and restated, was reapproved for purposes of French tax law, as set forth below: evidence_url: https://www.sec.gov/Archives/edgar/data/1018724/000110465923065457/0001104659-23-065457-index.htm - Shareholder Votes AMAZON COM INC shareholders rejected A shareholder proposal requesting alternative tax reporting at the 2023-05-24 meeting. - Outcome: failed - Meeting: 2023-05-24 source text: A shareholder proposal requesting alternative tax reporting was not approved, as set forth below: evidence_url: https://www.sec.gov/Archives/edgar/data/1018724/000110465923065457/0001104659-23-065457-index.htm - Shareholder Votes AMAZON COM INC shareholders approved The compensation of our named executive officers as disclosed in the proxy statement was approved in an advisory vote at the 2023-05-24 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-24 source text: The compensation of our named executive officers as disclosed in the proxy statement was approved in an advisory vote, as set forth below: evidence_url: https://www.sec.gov/Archives/edgar/data/1018724/000110465923065457/0001104659-23-065457-index.htm - Shareholder Votes AMAZON COM INC shareholders rejected A shareholder proposal requesting a report on customer due diligence at the 2023-05-24 meeting. - Outcome: failed - Meeting: 2023-05-24 source text: A shareholder proposal requesting a report on customer due diligence was not approved, as set forth below: evidence_url: https://www.sec.gov/Archives/edgar/data/1018724/000110465923065457/0001104659-23-065457-index.htm - Shareholder Votes AMAZON COM INC shareholders rejected A shareholder proposal requesting reporting on content and product removal/restrictions at the 2023-05-24 meeting. - Outcome: failed - Meeting: 2023-05-24 source text: A shareholder proposal requesting reporting on content and product removal/restrictions was not approved, as set forth below: evidence_url: https://www.sec.gov/Archives/edgar/data/1018724/000110465923065457/0001104659-23-065457-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.