8-KLeadership Changes

AMAZON COM INC 8-K Report, Executive Changes (Aug 1, 2014)

Filed August 1, 2014For Securities:AMZN

Summary

This 8-K filing from Amazon.com, Inc. (AMZN) announces a key change in its Board of Directors. Effective October 1, 2014, Judith A. McGrath has been elected as a new director and appointed to the Leadership Development and Compensation Committee. Ms. McGrath brings significant experience from her previous roles as Chair and Chief Executive Officer of MTV Networks Company and her current venture, Astronauts Wanted. Her appointment suggests a continued focus on strategic oversight and executive compensation, given her placement on this crucial committee. In connection with her election, Ms. McGrath will receive a restricted stock unit award for 2,520 shares of Amazon common stock, vesting over three years starting August 15, 2015. This aligns her compensation with the long-term interests of shareholders. The company also confirms she has entered into a standard indemnification agreement, which is typical for board members.

Key Highlights

  • 1Judith A. McGrath elected as a new Amazon.com, Inc. director, effective October 1, 2014.
  • 2Ms. McGrath appointed to the Leadership Development and Compensation Committee.
  • 3Ms. McGrath possesses substantial prior executive experience, including CEO of MTV Networks.
  • 4New director receives a restricted stock unit award of 2,520 shares, vesting over three years.
  • 5Stock award vesting begins August 15, 2015, contingent on continued service.
  • 6Ms. McGrath enters into a standard indemnification agreement for directors.

Frequently Asked Questions

Judith A. McGrath is a newly elected director to Amazon's Board and has been appointed to the Leadership Development and Compensation Committee. Her significant experience as former Chair and CEO of MTV Networks suggests she will bring valuable strategic and governance insights, particularly concerning executive compensation and talent development.

Ms. McGrath has been granted 2,520 restricted stock units (RSUs) of Amazon common stock. These RSUs will vest in three equal annual installments, starting on August 15, 2015, provided she continues to serve as a director. This compensation aligns her interests with long-term shareholder value.

Ms. McGrath has entered into a standard indemnification agreement with Amazon. This is a common practice to protect directors from personal liability related to their service to the company.