AMAZON COM INC AMZN

46% shingled-prose overlap between the two filings.

2025: 50,980 chars · 2026: 38,116 chars

• Committee Report:100% overlap (701 → 701 chars)
• Pay Ratio (Item 402(u)):36% overlap (4,443 → 4,495 chars)
• Say-on-Pay proposal:53% overlap (3,122 → 3,017 chars)

• newOur executive compensation philosophy is anchored on periodic grants of time-vested restricted stock units that vest over the long term, which strongly and directly align our executives’ compensation with the returns we deliver to shareholders and focus our executives on the long-term success of our business.
• changedInstead, we focus on realizable compensation by assessing the potential annual value of equity awards vesting over the long term.
• new​ 2025 Compensation Review ​ ​ • blacklining:none;The Leadership Development and Compensation Committee did not grant an equity award to Mr. Jassy and, consistent with its past practice of granting periodic long-term restricted stock unit awards every other year, did not grant equity awards to any of the other named executive officers.
• changed​ • blacklining:none;The TheLeadershipDevelopmentandCompensationCommittee has didnot granted grantanequityawardtoMr. Jassy in2024andhasnotgrantedhiman equity award since 2021, consistent with the Committee’s previous statement that the restricted stock unit award granted to Mr. Jassy in 2021, in connection with his promotion to President and CEO of Amazon, was intended to represent most of his compensation in the coming years.
• changed​ • blacklining:none;Mr. Mr.Jassy’s 2025 2024realized compensation (salary plus “all other compensation” as reported in the Summary Compensation Table, plus the value of stock vested during the year) increased compared to 2024 2023due to our stock price performance, partially offset by the decrease in the number of restricted stock units vesting during the year.
• new​ ​
• newIn the years following the Leadership Development and Compensation Committee’s 2021 restricted stock unit grant to Mr. Jassy, directors serving on the Committee and our Lead Independent Director have actively engaged with and were responsive to our shareholders regarding our executive compensation program.
• changedAt our 2025 2024Annual Meeting of Shareholders, 78% of the votes cast supported our advisory vote to approve the compensation of our named executive officers.
• newWe are pleased with the broad support among our shareholders for our compensation practices.
• newThrough our extensive outreach on our executive compensation program, we believe that shareholders have come to appreciate the view supported by a number of academic studies and endorsed by the Council of Institutional Investors, Norges Bank Investment Management, and some of our other largest investors, that restricted stock units, such as the ones granted to our executives, are sufficiently long-term in nature to align executives’ realized compensation with long-term performance.
• newWe are also pleased that, based on feedback from its policy surveys and compensation policy roundtables, ISS revised its benchmark voting policy for 2026 to view time-based equity awards with extended time horizons positively.
• newOur independent directors, with the support of our ESG Engagement and Investor Relations teams, continue to participate in our year-round engagement with our shareholders, and remain responsive to shareholders regarding our executive compensation program.
• new46
• changedCompensation Differentiators​ ​ What we do ​ ​ What we don’t do ​ ✓ blacklining:none;Remain responsive to blacklining:none;Solicitfeedback on our executive compensation through extensive shareholder engagement ​ ✓ blacklining:none;Align executive officer and shareholder interests by compensating executives primarily with periodic equity grants with long-term vesting (generally five years or more) ​ ✓ blacklining:none;Focus on assessing the potential annual value of equity awards as they vest over the long term instead of the accounting value reported in the Summary Compensation Table (which reflects the aggregate value of the awards at grant date before any of the awards have actually been earned) ​ ✓ blacklining:none;For periodic restricted stock unit awards, assume a fixed annual increase in the stock price so that compensation will be negatively impacted if our stock price is flat or declines ​ ✓ blacklining:none;Limited perquisites, consisting of security arrangements designed to benefit the Company ​ ​ ​ ✘ blacklining:none;No annual cash bonuses or incentive awards ​ ✘ blacklining:none;No reliance upon non-GAAP or adjusted performance measures in equity awards ​ ✘ blacklining:none;No potential to “game” or manipulate the payout of equity awards through opaque performance criteria, and no discretion or ability to adjust payouts or vesting of equity awards (including no “above-target” payouts) ​ ✘ blacklining:none;No post-termination vesting of equity awards if an executive is fired or quits, and no severance or retirement benefits ​ ✘ blacklining:none;No supplemental executive retirement or other nonqualified deferred compensation plans ​ ​
• newFor U.S. fulfillment and transportation employees, we announced in 2025 that we are investing over $1 billion to raise pay and lower health care costs, bringing the average pay for those roles to more than $23 per hour, more than triple the federal minimum wage, and the average total compensation to more than $30 per hour when the value of elected benefits is included.
• newBenefits include health care starting on the first day of employment for regular full-time employees; Career Choice, which pre-pays 100% of tuition at more than 475 education partners; a 401(k) plan with a Company match; flexible time-off options that increase with tenure; paid parental leave and family support programs; and an employee assistance program, offering mental health short-term counseling, referrals, and work-life support.
• newAmong other matters, we have
• new2026 Proxy Statement 47​
• changedTABLE OF CONTENTS EXECUTIVE InadditiontotheotherfactorsdiscussedinthisCOMPENSATION DiscussionandAnalysis,theCommitteeconsidered inparticularthearguments supporting and criticizing the use of discrete performance-based vesting or payout conditions for equity-based compensation, evaluated the benefits and success of our existing executive compensation arrangements in driving long-term performance, and weighed the broadandincreasinglevel of support for our compensation program in the annual votes to approve our executive compensation. 2024.
• changedWe TheCommitteealso have evaluated our theexecutive compensation program in the context of the shifting economic environment and the dynamic and evolving nature of the Company’s business and prospects, including expectations for rapid changes across our itsoperations due to developments in technologies such as artificial intelligence, and other long-term capital-intensive projects under development at the Company.
• newHaving considered these and other factors, we continue to believe the structure of our executive compensation—emphasizing periodic grants of time-vested restricted stock units vesting over the long term—is best for our business, for three key reasons: • blacklining:none;It focuses on the true long-term success of our business, not on isolated one-, two-, or three-year goals that can encompass only a limited and selective portion of our objectives and that can reward executives with above-target payouts even when the stock price remains flat or declines; ​ • blacklining:none; It strongly and directly aligns our executives’ compensation with the returns we deliver to shareholders; and ​ • blacklining:none; It works, having allowed us to: ​ ✓ blacklining:none; attract and retain incredibly talented people who have guided our business through countless challenges; ​ ✓ blacklining:none;develop our business in ways that we could not have conceived a few years earlier, including initiatives that later became AWS, Kindle, Alexa, Fulfillment by Amazon, Marketplace, and Prime Video; ​ ✓ blacklining:none;make long-term commitments to sustainability and other environmental, social, and human capital initiatives and goals; and ​ ✓ blacklining:none; drive strong long-term returns to our shareholders.
• new​ We recognize that our executive compensation program differs from the approach used by many companies and that some models used to assess absolute and relative pay-for-performance do not accommodate our program, due to those models’ focus on the amounts reported in the Summary Compensation Table.
• newBecause our approach focuses on realizable compensation vesting over the long term, there are a number of important distinctions that shareholders should consider when assessing the amounts reported in the Summary Compensation Table and when comparing those amounts with amounts reported by other companies: • blacklining:none; Amazon does not have an annual cash incentive program; ​ • blacklining:none;Amazon’s practice has been to grant periodic (not annual) equity awards, as opposed to the annual grants made at other companies; ​ • blacklining:none;Amazon’s equity awards vest over five or more years, in contrast to typical three- or four-year vesting at other companies; ​ • blacklining:none;The vesting schedule of Amazon’s periodic equity awards is not pro-rata over the life of the award, but is typically back-end weighted; and ​ • blacklining:none;Amazon’s equity awards do not allow for more shares to be issued than valued in the Summary Compensation Table (i.e., Amazon does not provide for “above-target” share vesting).
• changed​ We have carefully considered the productive discussions we have had with our shareholders, the broad increasinglevelofsupport for our compensation practices from our shareholders and others in the last couple of years, others,and the alternative compensation structures used by other companies, including reviewing realized compensation at other companies.
• newFrom those considerations, we have determined that, based on how we run our business and what we have achieved, our executive compensation program works best for our business and is operating exactly as intended, supporting our culture and our performance, and aligning executives’ interests with both near-term and long-term shareholder returns.
• new​ 48
• newTABLE OF CONTENTS EXECUTIVE COMPENSATION​ Our Compensation Design Our simple executive compensation program has a number of unique features that reflect our goals and philosophy: • blacklining:none; We do not tie cash or equity compensation to one or a few discrete performance goals.
• newWe believe our consistent focus on performance across the enterprise over the long term has served our Company and our shareholders well.
• changed​ • blacklining:none; We focus on long-term shareholder value that is realized by stock price appreciation.
• changedWhen we set our executives’ target compensation for periodic grants, we do not focus on the accounting value of awards that will be reported in the Summary Compensation Table and elsewhere in our proxy statement (which does not take into account the awards’ long-term and back-end weighted vesting terms and our historical practice of making grants every other year), but instead on the actual, multi-year vesting schedule and potential realizable compensation attributable to all of an executive’s stock awards.
• changed​ Because of these features, our executive compensation is highly transparent and, as shown in the Pay Versus Performance presentation on page 60, 79,strongly aligned with shareholder value.
• new​ 2026 Proxy Statement 49​
• changedTABLE OF CONTENTS EXECUTIVE COMPENSATION Alignment with Performance We share the view expressed by the Council of Institutional Investors, Norges Bank Investment Management, and others that tying stock and cash award payouts to a handful of discrete performance criteria is a major source of complexity and confusion in executive pay and results in executive compensation arrangements that lack transparency sincetheyaremoredifficulttovalueandmorevulnerabletoobfuscationthantime-vestingrestrictedstockunits,and often do not align with long-term performance.
• changedThe performance criteria are often not disclosed, opaque,and compensation committees often have discretion to set aside performance results or andadjust results to provide for above-target vesting of awards.
• changedA 2019 TheHodakstudy that appeared in Columbia Business School’s Journal of Applied Corporate Finance observed alsoconcludedthat performance-vested stock awards introduce “short-termism” in management behavior, even if vesting is based on multi-year performance criteria, because executives theyfocus executiveson the goals being rewarded in the current year.
• newIn contrast, our executive compensation program, anchored on periodic grants of time-vested restricted stock units that vest over the long term, is simple and transparent.
• newRecent studies support our compensation philosophy and practice.
• newFor example, a 2026 study by compensation consultant Marc Hodak, Andrew W.
• newLo and Chaoyi Zhao of MIT, and Austin Starkweather of the University of Tennessee, entitled “Underperformance of Performance Shares,” found that “firms that use [performance share units (“PSUs”)] experience negative returns throughout the PSU’s lifecycle compared to firms that do not use PSUs,” while “firms using time-based awards demonstrate no such underperformance.” The authors concluded that their study “lend[s] support to proposals that emphasize simpler, longer-horizon equity ownership over intricate performance vesting.” In commentary published in 2024 on the Harvard Law School Forum on Corporate Governance website, Norges Bank Investment Management reported that U.S. companies in its portfolio that granted performance-vesting equity had higher reported and realized compensation and significantly lower total shareholder returns (“TSR”) than U.S. companies that granted only time-vested equity awards.
• newWe are also pleased that, based on feedback from its policy surveys and compensation policy roundtables, ISS revised its benchmark voting policy for 2026 to view time-based equity awards with extended time horizons, like the restricted stock unit awards we grant to our executives, positively.
• changedWe believe that focusing on restricted stock unit performance-vestedequityawards with long-term vesting provisions thataretiedtoafewdiscreteperformancemetricsis notthe best way for a dynamic and growth-oriented company like Amazon to align executive pay with long-term performance and shareholder value.
• changedISSreportedthatinvestorsraisedvariousconcerns,includingthatperformance-vestedequityprograms“areoftencomplexandthatnon-rigorousperformancegoalsoftenresultinvestingofsignificantlymorethanthetargetvalue.”In our view, selecting a handful of discrete performance metrics as a basis for vesting or paying out compensation is fraught with the risk of improperly influencing or constraining long-term performance and inhibiting innovation.
• changedIn addition, given the unique nature of Amazon, the diversity of our operations and initiatives, and the dynamic and evolving nature of our business, standardized industry indices are either too broad—​taking into account industries that are not reflected in the Company’s operations—or too narrow to serve as relevant comparisons for benchmarking company performance or for comparing TSR, performance,as reflected in the Leadership Development and Compensation Committee’s experience in selecting peer companies for target compensation comparisons, as discussed below under “Compensation Governance; Compensation Committee Process.” For example, benchmarking performance against a technology index might have proven a disincentive to building our own devices, developing our own movies and TV shows, or innovating shipping and delivery methods.
• new​ 50
• changedTABLE OF CONTENTS EXECUTIVE COMPENSATION​ We believe our executive compensation program works well for our employees and for our shareholders.
• changedFor example, as of the end of 2025, 2024,our stock price had increased approximately 9,691% 9,807%over twenty years (a compound annual growth rate of 26%), 583% 1,314%over ten years, 42% over five years, and 175% 137%over three fiveyears.
• changedAs shown on the Pay Versus Performance presentation on page 60, 79,the Compensation Actually Paid to our executives is directly impacted by our stock price performance.
• changedOur Shareholder Engagement We continued our shareholder engagement throughout 2025, 2024,including following the 2025 2024Annual Meeting.
• changedAs discussed earlier in this proxy statement, since the beginning of 2025, 2024,we have engaged with 66 70of our 100 largest unaffiliated shareholders, as well as owningmorethan40%ofourstock,with numerous other independentmembersofourBoardofDirectorsparticipatinginmeetingswithmostofour20largestshareholders.
• newOur lead independent director participated in one-on-one or small group meetings with shareholders owning more than 22% of our stock.
• changedThe Leadership Development and Compensation Committee carefully considers consideredthe results of our shareholders’ the2024advisory vote approving the compensation of our named executive officers as well as input we receive receivedfrom shareholders and analyses by proxy advisory firms, and remains responsive to shareholders regarding includingoneofthemajorproxyadvisoryfirmswhichrecommendedinfavorofour executive compensation program. Say-on-Payvote.
• changed2025 TABLEOFCONTENTS​EXECUTIVECOMPENSATION2024Compensation Decisions Base Salaries Base salaries for named executive officers are designed to provide a minimum level of cash compensation and to be significantly less than those paid to senior leadership at similarly situated companies.
• changedAnnual Bonuses None of the named executive officers received an annual incentive or cash bonus in 2025. 2024.
• newAnnual total compensation as reported in the Summary Compensation Table below includes the entire fair value as of the grant date of a stock award granted in that ​ 2026 Proxy Statement 51​
• changedAnnualtotalcompensationasreportedintheSummaryCompensationTABLE belowincludestheentirefairvalueasOF CONTENTS​ EXECUTIVE COMPENSATION thegrantdateofastockawardgrantedinthatyear, without regard to the fact that the grant vests over a number of years and without regard to the fact that our past practice has been to make periodic grants every other year and not annually.
• changedUnlike equity awards at some companies, thestock awards reportedbelowcannot payout for an “above-target” number of shares.
• changed​The total number of restricted stock units granted to our named executive officers during the three-year period from 2023 2022to 2025 2024represented on average (i) 0.22% 0.32%of the total number of restricted stock units granted to all employees during the same three-year period and (ii) less than 0.01% of the weighted-average number of shares outstanding for the same three-year period.
• new2025 Compensation of Our Named Executive Officers In 2025, the Leadership Development and Compensation Committee did not grant restricted stock unit awards to any of the named executive officers, in line with our compensation philosophy and based on the Committee’s consideration of the factors discussed above.
• changedAccordingly, 2024RealizedCompensationofourNamedExecutiveOfficersour named executive officers’ realized compensation for 2025 2024was attributable primarily to vesting of restricted stock unit awards granted in prior years.
• changedAs shown in the graph below, Mr. Jassy’s 2025 2024realized compensation (salary plus “all other compensation” as reported in the Summary Compensation Table, plus value of stock vested during the year) increased compared to 2024 2023due to our stock price performance, partially offset by a 5% 6%decrease in the number of restricted stock units vesting during the year.
• changedMr. Jassy’s 2024 Herringtonhadhigherrealized compensation increased compared to 2023 in2024thanin2023,due to our stock price performance, partially offset by a 6% 24%decrease in the number of restricted stock units vesting during the year.
• new​ 52
• newTABLE OF CONTENTS EXECUTIVE COMPENSATION​ Mr. Garman’s 2025 realized compensation increased compared to 2024 due to our stock price performance and a 23% increase in the number of shares vesting.
• changedTABLEOFCONTENTSEXECUTIVECOMPENSATION​Mr. Garman had lower realized compensation in 2024 compared to his predecessor in 2023, notwithstanding our strong stock price performance, due to a lower decreaseinthenumber of shares vesting. scheduledtovest,partiallyoffsetbyourstockpriceperformance.
• newMr. Herrington’s 2025 realized compensation increased compared to 2024 due to our stock price performance, partially offset by a 4% decrease in the number of restricted stock units vesting during the year.
• newMr. Herrington’s 2024 realized compensation increased compared to 2023 due to our stock price performance, partially offset by a 24% decrease in the number of restricted stock units vesting during the year.
• changedTABLEOFCONTENTSEXECUTIVECOMPENSATIONThe Leadership Development and Compensation Committee believes that the realized compensation of these ournamed executive officers is competitive and appropriately reflects the scope of our executives’ responsibilities and the alignment of ​ 2026 Proxy Statement 53​ ourcompensationprogramwithshareholders’interests.
• newTABLE OF CONTENTS EXECUTIVE COMPENSATION our compensation program with shareholders’ interests.
• newFor Messrs.
• newGarman and Herrington, the Committee takes into account their responsibilities managing operations that are equivalent in size to operations managed by chief executive officers of many other Fortune 100 companies.
• changedOther Compensation and Benefits Named executive officers receive additional compensation in the form of vacation, medical, 401(k), relocation,and other benefits generally available to all of our employees.
• changedCompensation Governance Compensation Committee Process The Leadership Development and Compensation Committee may engage compensation consultants but did not do so in 2025. 2024.
• changedIn evaluating the compensation of our named executive officers in 2025, 2024,the Committee reviewed and discussed peer company compensation benchmarking information from third-party surveys, including compensation data for retail, Internet, technology, and media companies such as Alphabet, Apple, Cisco, Costco, Disney, Intel, Kroger, Meta, Microsoft, Netflix, Oracle, Salesforce, Target, UPS, and Walmart.
• changedAnti-Hedging Policy Under our trading policies, directors, executive officers, and other employees above a specified level, as well as persons sharing their households, are prohibited from engaging in any speculative, hedging, or derivative security transaction that ​ 54 primarilyinvolvesorreferencesAmazonsecurities.
• newTABLE OF CONTENTS​ EXECUTIVE COMPENSATION​ primarily involves or references Amazon securities.
• changedOther employees are prohibited from engaging in such hedging TABLEOFCONTENTS​EXECUTIVECOMPENSATION​transactions unless they confirm that they satisfy certain conditions, including that they are not in possession of material non-public information, and that the arrangement expires or settles automatically at least six months after the date entered into with no discretion by the employee as to the timing or manner of settlement.
• newNg ​ 2026 Proxy Statement 55​
• newTABLE OF CONTENTS​​

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