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Amazon (NASDAQ: AMZN) shareholders elect full board, OK pay and auditor, reject climate and worker proposals

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Rhea-AI Filing Summary

Amazon.com, Inc. reported the results of its Annual Meeting of Shareholders held on May 20, 2026. Shareholders elected all board nominees, each to serve until the next annual meeting or until a successor is elected and qualified.

Shareholders also ratified Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2026 and approved, on an advisory basis, the compensation of the company’s named executive officers. Several shareholder proposals, including requests for reports on charitable partnerships, climate commitments and data centers, a mandatory independent board chair policy, and a worker-oriented advisory council, were not approved.

Positive

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Negative

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Bezos director election votes for 7,470,968,677 votes Director election – Jeffrey P. Bezos
Jassy director election votes for 7,803,190,739 votes Director election – Andrew R. Jassy
Auditor ratification votes for 8,403,029,398 votes Ratification of Ernst & Young LLP for 2026
Say-on-pay votes for 7,391,737,243 votes Advisory vote on executive compensation
Climate data centers proposal votes for 1,436,334,642 votes Additional reporting on data centers’ impact on climate commitments
Independent board chair proposal votes for 1,112,511,990 votes Mandatory independent board chair policy
Worker council proposal votes for 49,093 votes Worker-oriented advisory council proposal
Charitable partnerships proposal votes for 72,712,599 votes Report on charitable partnerships proposal
Annual Meeting of Shareholders financial
"On May 20, 2026, Amazon.com, Inc. held its Annual Meeting of Shareholders."
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
Broker Non-Votes financial
"For, Against, Abstain, Broker Non-Votes 7,391,737,243 ... 1,064,491,660"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent auditors financial
"The appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2026 was ratified"
Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.
advisory vote financial
"The compensation of our named executive officers as disclosed in the proxy statement was approved in an advisory vote"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
mandatory independent board chair policy financial
"A shareholder proposal requesting a mandatory independent board chair policy was not approved"
worker-oriented advisory council financial
"A shareholder proposal ... requesting that the Company establish and maintain a worker-oriented advisory council was not approved"
Understanding 8-K Material Events →
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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   —   The Nasdaq Stock Market LLC
2.800% Notes due 2028   —   The Nasdaq Stock Market LLC
3.100% Notes due 2030   —   The Nasdaq Stock Market LLC
3.350% Notes due 2032   —   The Nasdaq Stock Market LLC
3.700% Notes due 2035   —   The Nasdaq Stock Market LLC
4.050% Notes due 2039   —   The Nasdaq Stock Market LLC
4.450% Notes due 2045   —   The Nasdaq Stock Market LLC
4.850% Notes due 2064   —   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

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Amazon (AMZN) shareholders decide at the 2026 annual meeting?

Amazon shareholders elected all nominated directors and confirmed existing governance arrangements. They ratified Ernst & Young LLP as independent auditors for 2026, approved executive compensation in an advisory vote, and voted down multiple shareholder proposals related to climate reporting, charitable partnerships, board leadership, and worker representation.

Was Amazon (AMZN) management’s executive compensation approved by shareholders?

Yes. Shareholders approved Amazon’s named executive officer compensation in an advisory vote, with 7,391,737,243 votes for, 470,466,853 against, and 26,155,268 abstentions. There were 1,064,491,660 broker non-votes, reflecting shares present but not voting on the compensation proposal.

Did Amazon (AMZN) shareholders approve a mandatory independent board chair?

No. A shareholder proposal requesting a mandatory independent board chair policy was not approved. It received 1,112,511,990 votes for, 6,730,245,638 against, and 45,601,736 abstentions, along with 1,064,491,660 broker non-votes, so the current board leadership structure remains unchanged.

How did Amazon (AMZN) shareholders vote on the worker-oriented advisory council proposal?

Shareholders did not approve the worker-oriented advisory council proposal. It received 49,093 votes for and 7,888,309,366 votes against, with 905 abstentions and 1,064,491,660 broker non-votes, indicating very limited support among voting shareholders for this governance change.

Was Ernst & Young LLP ratified as Amazon (AMZN) auditor for 2026?

Yes. Shareholders ratified Ernst & Young LLP as Amazon’s independent auditors for the fiscal year ending December 31, 2026. The vote totaled 8,403,029,398 for, 522,632,825 against, and 27,188,801 abstentions, with no broker non-votes recorded on this item.

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