AMAZON COM INC

false 0001018724 AMAZON COM INC 0001018724 2026-05-20 2026-05-20 0001018724 AMZN:CommonStockParValue.01PerShareMember 2026-05-20 2026-05-20 0001018724 AMZN:FloatingRateNotesDue2028Member 2026-05-20 2026-05-20 0001018724 AMZN:Sec2.800NotesDue2028Member 2026-05-20 2026-05-20 0001018724 AMZN:Sec3.100NotesDue2030Member 2026-05-20 2026-05-20 0001018724 AMZN:Sec3.350NotesDue2032Member 2026-05-20 2026-05-20 0001018724 AMZN:Sec3.700NotesDue2035Member 2026-05-20 2026-05-20 0001018724 AMZN:Sec4.050NotesDue2039Member 2026-05-20 2026-05-20 0001018724 AMZN:Sec4.450NotesDue2045Member 2026-05-20 2026-05-20 0001018724 AMZN:Sec4.850NotesDue2064Member 2026-05-20 2026-05-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares Table of Contents 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 20, 2026 Date of Report (Date of earliest event reported) AMAZON.COM, INC. (Exact name of registrant as specified in its charter) Delaware 001-43202 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 The Nasdaq Stock Market LLC Floating Rate Notes due 2028 — True The Nasdaq Stock Market LLC 2.800% Notes due 2028 True — The Nasdaq Stock Market LLC 3.100% Notes due 2030 True — The Nasdaq Stock Market LLC 3.350% Notes due 2032 True — The Nasdaq Stock Market LLC 3.700% Notes due 2035 True — The Nasdaq Stock Market LLC 4.050% Notes due 2039 True — The Nasdaq Stock Market LLC 4.450% Notes due 2045 True — The Nasdaq Stock Market LLC 4.850% Notes due 2064 True — The Nasdaq Stock Market LLC 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 TABLE OF CONTENTS ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. 3 SIGNATURES 5 2 Table of Contents ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. On May 20, 2026, 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: Nominee For Against Abstain Broker Non-Votes Jeffrey P. Bezos 7,470,968,677 393,242,148 24,148,539 1,064,491,660 Andrew R. Jassy 7,803,190,739 65,688,660 19,479,965 1,064,491,660 Edith W. Cooper 7,644,518,512 221,722,802 22,118,050 1,064,491,660 Jamie S. Gorelick 7,298,413,009 566,479,319 23,467,036 1,064,491,660 Daniel P. Huttenlocher 7,781,614,899 83,580,848 23,163,617 1,064,491,660 Andrew Y. Ng 7,426,600,997 438,607,163 23,151,204 1,064,491,660 Indra K. Nooyi 7,724,900,429 137,471,449 25,987,486 1,064,491,660 Jonathan J. Rubinstein 7,078,042,809 785,068,955 25,247,600 1,064,491,660 Brad D. Smith 7,812,423,713 52,993,544 22,942,107 1,064,491,660 Patricia Q. Stonesifer 7,347,480,399 516,023,466 24,855,499 1,064,491,660 Wendell P. Weeks 7,751,614,351 114,022,271 22,722,742 1,064,491,660 The appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2026 was ratified by the vote set forth below: For Against Abstain Broker Non-Votes 8,403,029,398 522,632,825 27,188,801 — 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 7,391,737,243 470,466,853 26,155,268 1,064,491,660 A shareholder proposal requesting a report on charitable partnerships was not approved, as set forth below: For Against Abstain Broker Non-Votes 72,712,599 7,742,421,980 73,224,785 1,064,491,660 A shareholder proposal requesting additional reporting on impact of data centers on climate commitments was not approved, as set forth below: For Against Abstain Broker Non-Votes 1,436,334,642 6,372,517,458 79,507,264 1,064,491,660 A shareholder proposal requesting a report on impact of climate commitments was not approved, as set forth below: For Against Abstain Broker Non-Votes 95,945,426 7,732,242,560 60,171,378 1,064,491,660 3 Table of Contents A shareholder proposal requesting a mandatory independent board chair policy was not approved, as set forth below: For Against Abstain Broker Non-Votes 1,112,511,990 6,730,245,638 45,601,736 1,064,491,660 A shareholder proposal presented at the Annual Meeting of Shareholders pursuant to the Company’s bylaws requesting that the Company establish and maintain a worker-oriented AI advisory council was not approved, as set forth below: For Against Abstain Broker Non-Votes 49,093 7,888,309,366 905 1,064,491,660 4 Table of Contents 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/ Susan K. Jong Susan K. Jong Vice President and Secretary Dated: May 22, 2026 5