Resolved clauseRESOLVED: Shareholders of Amazon.com, Inc. (the Company) urge the Board of Directors (the Board?) to adopt a policy to require that the Chair of the Board (the Chair) shall be an independent director who has not previously served as an executive officer of the Company. This policy shall apply prospectively so as not to violate any contractual obligations, with amendments to the Companys governing documents as needed. The policy should specify the process for selecting a new independent Chair if the current Chair ceases to be independent between annual meetings of shareholders. Compliance with the policy may be excused if no independent director is available and willing to be Chair.
Supporting statementIn our opinion, appointing an independent Chair will enhance the independent leadership of the Board. We believe that the Board?s oversight of management can be conflicted when the Board Chair is not an independent director. An independent Board Chair can also provide more robust oversight of risk, including of environmental, social, and governance issues. Appointing an independent Board Chair is further warranted considering the recent news that Jeff Bezos has become the co-CEO of Project Prometheus, an Artificial Intelligence company that he helped found.1 As a technology company, Project Prometheus could be a potential competitor or a business partner with our Company, raising potential conflicts of interest. Our Company has had various related-party transactions with Mr. Bezos? other companies in the past. In 2022, our Company entered into a $2.7 billion agreement to launch satellites with Blue Origin, which is owned by Mr. Bezos. Our Company also has done business with The Washington Post, also owned by Mr. Bezos.2 Overseeing the Board?s functions as Chair is a time-intensive responsibility. We also note that independent board chairs have become more common at public companies in recent years. In 2025, 42 percent of S&P 500 Index company boards were chaired by an independent director, compared to 29 percent a decade ago.3 Numerous institutional investors support having an independent chair as simple good governance. For example, the Council of Institutional Investors4 and the California Public Employees? Retirement System (CalPERS)5 both have stated that the ?board should be chaired by an independent director.? For these reasons, we urge shareholders to vote FOR this resolution. 1 Cade Metz, ?Jeff Bezos Creates A.I. Start-Up Where He Will Be Co-Chief Executive,? The New York Times, November 17, 2025, https://www.nytimes.com/2025/11/17/technology/bezos-project-prometheus.html. 2 Amazon.com, Inc, Proxy Statement (Form DEF 14A), April 10, 2025, p. 88, https://www.sec.gov/ix?doc=/Archives/edgar/data/0001018724/000110465925033442/tm252295-1_def14a.htm 3 Spencer Stuart, 2025 U.S. Spencer Stuart Board Index, 2025, https://www.spencerstuart.com/research-andinsight/ us-board-index 4 Council of Institutional Investors, Corporate Governance Policies, September 21, 2022, https://www.cii.org/files/09_21_22_corp_gov_policies.pdf. 5 CalPERS, CalPERS? Governance & Sustainability Principles, November 13, 2023, https://www.calpers.ca.gov/documents/governance-and-sustainability-principles/download.