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 25, 2022

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.	3
ITEM 5.07.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.	3
ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.	5
SIGNATURES	6
EXHIBIT 3.1

 

 

ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

 

On May 25, 2022, the shareholders of Amazon.com, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Company’s Restated Certificate of Incorporation (the “Certificate”) to effect a 20-for-1 split of the Company’s common stock and a proportionate increase in the number of authorized shares of common stock. The Amendment became effective upon its filing with the Secretary of State of the State of Delaware on May 27, 2022.

 

As previously announced, each Company shareholder of record at the close of business on May 27, 2022 will have 19 additional shares for every one share held as of such date reflected in their accounts on or about June 3, 2022. Trading is expected to begin on a split-adjusted basis on June 6, 2022.

 

This description of the Amendment is not complete and is qualified in its entirety by reference to the text of the Certificate, as amended and restated, a copy of which is filed as Exhibit 3.1 to this Form 8-K.

 

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

On May 25, 2022, 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		355,354,719		17,063,820		451,990		53,465,310
Andrew R. Jassy		369,656,151		2,717,030		497,348		53,465,310
Keith B. Alexander		367,975,690		3,686,608		1,208,231		53,465,310
Edith W. Cooper		368,728,492		3,553,846		588,191		53,465,310
Jamie S. Gorelick		361,054,790		10,789,448		1,026,291		53,465,310
Daniel P. Huttenlocher		346,211,515		25,018,621		1,640,393		53,465,310
Judith A. McGrath		290,390,396		81,802,511		677,622		53,465,310
Indra K. Nooyi		366,532,776		5,784,717		553,036		53,465,310
Jonathan J. Rubinstein		361,336,439		10,502,585		1,031,505		53,465,310
Patricia Q. Stonesifer		359,126,370		12,770,763		973,396		53,465,310
Wendell P. Weeks		367,079,373		4,606,224		1,184,932		53,465,310

 

The appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2022 was ratified by the vote set forth below:

 

For		Against		Abstain		Broker Non-Votes
410,571,386		14,981,071		783,382		—

 

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
208,213,120		163,510,060		1,147,349		53,465,310

 

 

The Amendment to the Certificate to effect a 20-for-1 split of the Company’s common stock and a proportionate increase in the number of authorized shares of common stock was approved by the vote set forth below:

 

For		Against		Abstain		Broker Non-Votes
424,725,250		1,099,939		510,650		—

 

 

A shareholder proposal requesting a report on retirement plan options was not approved, as set forth below:

 

For		Against		Abstain		Broker Non-Votes
32,500,386		323,838,148		16,531,995		53,465,310

 

A shareholder proposal requesting a report on customer due diligence was not approved, as set forth below:

 

For		Against		Abstain		Broker Non-Votes
149,120,683		221,341,797		2,408,049		53,465,310

 

A shareholder proposal requesting an alternative director candidate policy was not approved, as set forth below:

 

For		Against		Abstain		Broker Non-Votes
82,592,694		288,823,065		1,454,770		53,465,310

 

A shareholder proposal requesting a report on packaging materials was not approved, as set forth below:

 

For		Against		Abstain		Broker Non-Votes
181,296,823		189,313,134		2,260,572		53,465,310

 

A shareholder proposal requesting a report on worker health and safety differences was not approved, as set forth below:

 

For		Against		Abstain		Broker Non-Votes
47,396,406		311,788,969		13,685,154		53,465,310

 

A shareholder proposal requesting additional reporting on risks associated with the use of certain contract clauses was not approved, as set forth below:

 

For		Against		Abstain		Broker Non-Votes
91,922,568		277,883,493		3,064,468		53,465,310

 

A shareholder proposal requesting a report on charitable contributions was not approved, as set forth below:

 

For		Against		Abstain		Broker Non-Votes
10,015,893		359,923,212		2,931,424		53,465,310

 

A shareholder proposal requesting alternative tax reporting was not approved, as set forth below:

 

For		Against		Abstain		Broker Non-Votes
64,702,796		305,060,237		3,107,496		53,465,310

 

A shareholder proposal requesting additional reporting on freedom of association was not approved, as set forth below:

 

For		Against		Abstain		Broker Non-Votes
143,829,190		225,841,301		3,200,038		53,465,310

 

 

A shareholder proposal requesting additional reporting on lobbying was not approved, as set forth below:

 

For		Against		Abstain		Broker Non-Votes
175,351,802		195,721,490		1,797,237		53,465,310

 

A shareholder proposal requesting a policy requiring more director candidates than board seats was not approved, as set forth below:

 

For		Against		Abstain		Broker Non-Votes
3,037,944		367,390,195		2,442,390		53,465,310

 

A shareholder proposal requesting a report on warehouse working conditions was not approved, as set forth below:

 

For		Against		Abstain		Broker Non-Votes
163,081,744		207,204,341		2,584,444		53,465,310

 

A shareholder proposal requesting additional reporting on gender/racial pay was not approved, as set forth below:

 

For		Against		Abstain		Broker Non-Votes
106,835,184		263,888,171		2,147,174		53,465,310

 

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
150,732,906		219,746,074		2,391,549		53,465,310

 

A shareholder proposal presented at the Annual Meeting of Shareholders pursuant to the Company’s bylaws requesting that the Company end the use of productivity expectations and workplace monitoring was not approved, as set forth below:

 

For		Against		Abstain		Broker Non-Votes
914,148		371,956,370		10		53,465,310

 

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits.

 

Exhibit Number	Description
3.1	Amended and Restated Certificate of Incorporation of the Company.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).

 

 

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 27, 2022