8-KLeadership Changes

AMAZON COM INC 8-K Report, Executive Changes (Feb 10, 2012)

Filed February 10, 2012For Securities:AMZN

Summary

This 8-K filing from Amazon.com, Inc. (AMZN) on February 9, 2012, announces a key change in its Board of Directors. Jamie S. Gorelick was elected as a new director and appointed to the Leadership Development and Compensation Committee. Ms. Gorelick brings significant experience from her role as a partner at a major law firm and prior government service, suggesting a focus on governance and executive compensation oversight. In connection with her appointment, Ms. Gorelick received a restricted stock unit award for 3,600 shares, vesting over three years. This compensation structure aligns her interests with those of long-term shareholders. The filing also confirms she has entered into a standard indemnification agreement, a common practice for directors to protect them from potential liabilities.

Key Highlights

  • 1Jamie S. Gorelick elected as a new member of the Board of Directors.
  • 2Ms. Gorelick appointed to the Leadership Development and Compensation Committee.
  • 3Ms. Gorelick's background includes significant legal and government experience.
  • 4Awarded 3,600 restricted stock units (RSUs) under the 1997 Stock Incentive Plan.
  • 5RSUs vest in three equal annual installments, contingent on continued service.
  • 6Entered into a standard director indemnification agreement.

Frequently Asked Questions

Jamie S. Gorelick is a new director elected to Amazon's Board. Her appointment is significant because she brings a strong background from her role as a partner at Wilmer Cutler Pickering Hale and Dorr LLP and previous U.S. government positions. Her addition, particularly to the Leadership Development and Compensation Committee, suggests a continued emphasis on strong corporate governance and executive compensation strategies.

Ms. Gorelick was granted a restricted stock unit award for 3,600 shares of Amazon's common stock. These units are subject to a three-year vesting schedule, with one-third vesting on each of the first, second, and third anniversaries of her election, provided she continues to serve as a director.

The indemnification agreement is a standard legal contract that protects directors, like Ms. Gorelick, from potential personal financial liability arising from their actions taken on behalf of the company. This is a common practice to attract and retain qualified individuals for board positions.

No, this specific 8-K filing is solely focused on the election and appointment of a new director, Jamie S. Gorelick. It does not report any departures or appointments of executive officers nor any other material business events.