8-KLeadership Changes

AMAZON COM INC 8-K Report, Executive Changes (Nov 17, 2008)

Filed November 17, 2008For Securities:AMZN

Summary

This 8-K filing from Amazon.com, Inc. (AMZN) on November 17, 2008, primarily reports a change in the Board of Directors. Alain Monié was elected as a director on November 13, 2008, and appointed to the Leadership Development and Compensation Committee effective January 1, 2009. Mr. Monié brings experience from his roles as President and COO of Ingram Micro Inc. and as a director of Jones Lang LaSalle Incorporated. In connection with his appointment, Mr. Monié received a restricted stock unit award for 7,000 shares, which will vest over three years, reflecting alignment with long-term company performance and director engagement. This appointment is a notable governance update for investors, indicating potential contributions from a new independent director with relevant industry and corporate governance experience.

Key Highlights

  • 1Alain Monié elected as a new Director to the Board of Directors, effective November 13, 2008.
  • 2Mr. Monié appointed to the Leadership Development and Compensation Committee, effective January 1, 2009.
  • 3Mr. Monié's background includes serving as President and Chief Operating Officer of Ingram Micro Inc.
  • 4He also serves as a director for Jones Lang LaSalle Incorporated, bringing external board experience.
  • 5Mr. Monié was granted 7,000 restricted stock units (RSUs) under the 1997 Stock Incentive Plan.
  • 6The RSUs are subject to a three-year vesting schedule, with equal installments on each anniversary of his election.
  • 7Standard indemnification agreement entered into with Mr. Monié, consistent with other directors.

Frequently Asked Questions

Alain Monié has been elected as a new Director to Amazon's Board, effective November 13, 2008. He will also join the Leadership Development and Compensation Committee starting January 1, 2009. Mr. Monié is currently the President and Chief Operating Officer of Ingram Micro Inc. and also serves as a director for Jones Lang LaSalle Incorporated.

In connection with his election, Mr. Monié was granted an award of 7,000 restricted stock units (RSUs) of Amazon's common stock. These RSUs are designed to vest in three equal installments over the first three years of his service as a director, provided he continues to serve.

His appointment to the Leadership Development and Compensation Committee, effective in 2009, suggests he will play a role in decisions regarding executive compensation and talent development strategies. His external executive and board experience is likely intended to bring a valuable perspective to these critical governance functions.

This filing specifically reports the election of a new director, Alain Monié, and his appointment to a committee. It does not report any departures of existing officers or directors.