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AMAZON COM INC 8-K Report, Bylaw Amendment (May 27, 2022)

Filed May 27, 2022For Securities:AMZN

Summary

Amazon.com, Inc. (AMZN) filed an 8-K on May 27, 2022, reporting on key outcomes from its Annual Meeting of Shareholders held on May 25, 2022. The most significant event was the shareholder approval of a 20-for-1 stock split, which will proportionately increase the number of authorized shares. This move is effective as of its filing with the Secretary of State of Delaware on May 27, 2022, with the split-adjusted trading expected to commence on June 6, 2022. In addition to the stock split, the report details the voting results for director elections, the ratification of Ernst & Young LLP as the independent auditor for fiscal year 2022, and an advisory vote on executive compensation. Notably, all proposed shareholder resolutions, which covered topics such as retirement plan options, customer due diligence, packaging materials, worker health and safety, and various reporting requests, were not approved by the shareholders. The election of directors and the ratification of auditors received strong support from shareholders.

Key Highlights

  • 1Shareholders approved a 20-for-1 stock split, effective May 27, 2022, with split-adjusted trading expected to begin on June 6, 2022.
  • 2The stock split will also result in a proportionate increase in the number of authorized shares of common stock.
  • 3All director nominees presented at the Annual Meeting of Shareholders were elected to hold office until the next Annual Meeting.
  • 4Ernst & Young LLP was ratified as the independent auditor for the fiscal year ending December 31, 2022, with overwhelming support.
  • 5An advisory vote to approve the compensation of named executive officers was passed, though with a significant number of 'against' votes.
  • 6All shareholder proposals presented during the meeting, covering a wide range of ESG and operational topics, were not approved.

Frequently Asked Questions

A 20-for-1 stock split means that for every one share of Amazon common stock you owned, you will now own twenty shares. The total value of your investment should remain the same immediately after the split, as the price per share will be adjusted downwards proportionally. This can make the stock more accessible to a broader range of investors by lowering the per-share price.

The amendment to effect the stock split became effective upon filing with the Secretary of State of Delaware on May 27, 2022. Shareholders of record as of the close of business on May 27, 2022, will have their accounts updated with the additional shares on or about June 3, 2022. Trading on a split-adjusted basis is expected to begin on June 6, 2022.

The company's directors were elected, and its independent auditor, Ernst & Young LLP, was ratified. An advisory vote on executive compensation was approved. However, all shareholder proposals, which addressed various topics including sustainability, labor practices, and corporate governance, were not approved by the shareholders.

This 8-K filing primarily pertains to corporate governance and shareholder-approved actions, specifically the stock split and voting outcomes. It does not involve new financial statements or disclose significant changes in financial performance. The stock split itself is an accounting adjustment and does not change the company's underlying value or market capitalization at the time of the split.