RESOLVED: Stockholders urge the Board of Directors of Amazon.com, Inc. (the ?Company?) to commission an independent, third-party assessment of the Board of Directors and its Board committee structure in providing oversight of human rights risks associated with Artificial Intelligence (?AI?). The assessment, prepared at reasonable cost and omitting legally privileged, confidential, or proprietary information, should be publicly disclosed on the Company?s website. SUPPORTING STATEMENT: The development and deployment of AI technology has resulted in a range of human rights risks to employees, customers, communities and the public at large.1 In light of our Company?s leading role in the development and deployment of AI, we believe that our Company needs to ensure that its AI systems do not cause or contribute to violations of internationally recognized human rights. According to the United Nations? High Commissioner for Human Rights: "AI has the potential to strengthen authoritarian governance. It can operate lethal autonomous weapons. It can form the basis for more powerful tools of societal control, surveillance, and censorship. Facial recognition systems, for example, can turn into mass surveillance of our public spaces, destroying any concept of privacy. AI systems that are used in the criminal justice system to predict future criminal behaviour have already been shown to reinforce discrimination and to undermine rights, including the presumption of innocence." 2 For example, the use of AI to make human resource decisions may lead to unlawful employment discrimination. In 2018, our Company reportedly scrapped an experimental AI hiring tool that had taught itself that male candidates were preferable to female candidates.3 Military and police applications of AI technology can also raise human rights concerns. In 2021, our Company reportedly took over a Department of Defense contract for an AI system to analyze military drone footage after Google dropped the project due to protests by Google employees.4 While we appreciate the steps that our Company has taken to establish ethical guidelines for the responsible use of AI, we believe that an independent, third-party assessment of the Board of Directors oversight of human rights risks associated with AI will provide shareholders with transparency regarding the Company?s corporate governance procedures related to AI and may provide additional recommendations to strengthen the Company?s responsible AI policies. For these reasons, we urge you to vote FOR this proposal. 1 United Nations Office of the High Commissioner for Human Rights, ?Taxonomy of Human Rights Risks Connected to Generative AI,? November 2, 2023, https://www.ohchr.org/sites/default/files/documents/issues/ business/b-tech/taxonomy-GenAI-Human-Rights-Harms.pdf; U.S. Department of State, ?Risk Management Profile for Artificial Intelligence and Human Rights,? July 25, 2024, https://www.state.gov/risk-management-profile-for-ai- and-human-rights/. 2 United Nations Office of the High Commissioner for Human Rights, ?Artificial intelligence Must Be Grounded In Human Rights, Says High Commissioner,? July 12, 2023, https://www.ohchr.org/en/statements/2023/07/artificial- intelligence-must-be-grounded-human-rights-says-high-commissioner. 3 Reuters, ?Insight - Amazon Scraps Secret AI Recruiting Tool That Showed Bias Against Women,? October 11, 2018, https://www.reuters.com/article/us-amazon-com-jobs-automation-insight-idUSKCN1MK08G/. 4 Data Center Dynamics, ?Amazon and Microsoft picked up $50m in US military drone surveillance contracts, following Google dropping Project Maven,? September 8, 2021, https://www.datacenterdynamics.com/en/news/amazon-and-microsoft-picked-up-50m-in-us-military-drone- surveillance-contracts-following-google-dropping-project-maven/.