UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

MAY 24, 2012

DATE OF REPORT

(DATE OF EARLIEST EVENT REPORTED)

 

 

AMAZON.COM, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

 

 

DELAWARE		000-22513		91-1646860
(STATE OR OTHER JURISDICTION OF INCORPORATION)		(COMMISSION FILE NO.)		(IRS EMPLOYER IDENTIFICATION NO.)

410 TERRY AVENUE NORTH, SEATTLE, WASHINGTON 98109-5210

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

(206) 266-1000

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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ITEM 5.07  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On May 24, 2012, Amazon.com, Inc. held its Annual Meeting of Shareholders.

The following nominees were elected as directors, each to hold office until the next Annual Meeting of Shareholders or until his or her successor is elected and qualified, by the vote set forth below:

 

Nominee		For				Against				Abstain				Broker Non-Votes
Jeffrey P. Bezos			354,593,500				5,703,394				179,749				37,794,019
Tom A. Alberg			358,039,996				2,330,815				105,832				37,794,019
John Seely Brown			359,470,205				750,462				255,976				37,794,019
William B. Gordon			338,869,475				21,352,520				254,648				37,794,019
Jamie S. Gorelick			359,067,403				1,298,868				110,372				37,794,019
Blake G. Krikorian			359,605,563				751,907				119,173				37,794,019
Alain Monié			359,462,002				753,935				260,706				37,794,019
Jonathan J. Rubinstein			339,146,134				21,072,506				258,003				37,794,019
Thomas O. Ryder			341,345,072				18,882,294				249,277				37,794,019
Patricia Q. Stonesifer			358,071,565				2,307,537				97,541				37,794,019

The appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2012 was ratified by the vote set forth below:

 

For		Against		Abstain		Broker Non-Votes
395,418,937		2,675,548		176,177		0

 

 

The material terms of the performance goals, as amended, pursuant to Section 162(m) of the Internal Revenue Code in our 1997 Stock Incentive Plan were approved by the vote set forth below:

 

For		Against		Abstain		Broker Non-Votes
271,213,016		89,111,433		150,843		37,795,370

 

 

A shareholder proposal regarding an assessment and report on climate change was not approved, as set forth below:

 

For		Against		Abstain		Broker Non-Votes
66,506,019		247,360,516		46,602,501		37,801,626

 

 

A shareholder proposal calling for certain disclosures regarding corporate political contributions was not approved, as set forth below:

 

For		Against		Abstain		Broker Non-Votes
79,295,320		237,042,304		44,137,462		37,795,576

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: May 25, 2012