Summary
Amazon.com, Inc. (AMZN) filed an 8-K on May 28, 2020, detailing outcomes from its Annual Meeting of Shareholders held on May 27, 2020. The primary corporate action reported was the shareholder approval to amend the Restated Certificate of Incorporation. This amendment lowers the ownership threshold required for shareholders to request a special meeting from 30% to 25%, effective May 28, 2020. This change makes it slightly easier for a substantial minority of shareholders to convene a special meeting to discuss company matters. The filing also provided detailed voting results for the election of directors, ratification of the independent auditor (Ernst & Young LLP), and advisory approval of executive compensation. Importantly, all director nominees were overwhelmingly elected, and the auditor ratification passed with significant support. Several shareholder proposals, addressing topics such as food waste, customer technology use, product restrictions, board independence, and pay equity, were presented but did not receive majority approval from shareholders.
Key Highlights
- 1Shareholders approved an amendment to lower the ownership threshold for calling a special meeting from 30% to 25%.
- 2All director nominees, including CEO Jeff Bezos, were overwhelmingly elected.
- 3Ernst & Young LLP was ratified as the independent auditor for the fiscal year ending December 31, 2020.
- 4Shareholders provided advisory approval for the compensation of named executive officers.
- 5Multiple shareholder proposals concerning environmental, social, and governance (ESG) issues, technology use, and corporate governance were presented but did not pass.
- 6The amendments to the Certificate of Incorporation and Bylaws are effective as of May 27/28, 2020.