WHEREAS, full disclosure of Amazon.com Inc’s (“Amazon”) lobbying activities and expenditures to assess whether its lobbying is consistent with Amazon’s expressed goals and shareholders’ best interests.

RESOLVED, shareholders request the preparation of a report, updated annually, disclosing:

1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.

2. Payments by Amazon used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.

3. Description of management’s and the Board’s decision-making process and oversight for making payments described in sections 2 above. For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which Amazon is a member.

Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels.

The report shall be presented to the Audit Committee and posted on Amazon’s website.

SUPPORTING STATEMENT

Amazon fails to provide an annual report detailing its lobbying payments by individual states, trade associations (TAs) and social welfare groups (SWGs). Amazon spent $18.7 million on federal lobbying in 2020 and was the largest corporate spender for the first half of 2021.1 Amazon lobbies extensively at the state level and reportedly “killed or undermined privacy protections in more than three dozen bills across 25 states.”2 Amazon lobbies abroad, spending between €2,750,000 – 3,999,999 on lobbying in Europe for 2020.

Companies can give unlimited amounts to third party groups that spend millions on lobbying and undisclosed grassroots activity. These groups may be spending “at least double what’s publicly reported.”3 Amazon lists support of $10,000 or more to 248 TAs, SWGs and nonprofits for 2020, yet fails to disclose its payments, or the amounts used for lobbying. Amazon belongs to the Chamber of Commerce (“Chamber”), which has spent over $1.7 billion on lobbying since 1998, supports SWGs that lobby like Americans for Tax Reform and Taxpayers Protection Alliance, and funds controversial nonprofits like the Competitive Enterprise Institute4 and Independent Women’s Forum.5

Amazon’s lack of disclosure presents reputational risks when its lobbying contradicts company public positions. For example, while Amazon strives to be “Earth’s Best Employer,” it attracted attention for hiring lobbyists that worked for TAs opposing unions.6 Amazon cofounded the Climate Pledge for net zero carbon emissions by 2040, but the Chamber undermined the Paris Climate Accord.7 Amazon signed a statement opposing state voter restrictions, yet the Chamber lobbied against the For the People Act.8 While Amazon publicly embraced corporate tax hikes, it lobbied to preserve its tax breaks9 and has drawn scrutiny for avoiding federal income taxes.10

1 https://www.opensecrets.org/news/2021/10/amazon-dominates-lobbying-growing-telehealth-group/.

2 https://www.reuters.com/investigates/special-report/amazon-privacy-lobbying/.

3 https://theintercept.com/2019/08/06/business-group-spending-on-lobbying-in-washington-is-at-least-double-whats-publicly- reported/.

4 https://www.nytimes.com/2019/07/10/climate/nyt-climate-newsletter-cei.html.

5 https://www.washingtonpost.com/politics/2021/10/01/masks-schools-koch-money/.

6 https://news.bloomberglaw.com/daily-labor-report/amazon-poaches-top-business-labor-lobbyists-amid-worker-activism.

7 https://www.eenews.net/stories/1063718517.

8 https://thehill.com/business-a-lobbying/business-a-lobbying/554430-watchdog-group-launches-campaign-to-pressure?rl=1.

9 https://www.politico.com/news/2021/07/08/bezos-tax-amazon-498722.

10 https://itep.org/amazon-has-record-breaking-profits-in-2020-avoids-2-3-billion-in-federal-income-taxes/.