AMAZON COM INC (AMZN)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
AMAZON COM INC · Meeting: May 20, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Amazon's 3-year price return of 123.1% outpaces the S&P 500 (^GSPC — S&P 500) by +57.2 percentage points, which does not meet the 65-percentage-point threshold required to trigger an against vote for strong positive TSR; no overboarding, attendance, or independence concerns identified.
As CEO and director since July 2021, Jassy's tenure overlaps with Amazon's strong stock performance (123.1% 3-year return vs. ^GSPC — S&P 500 at 65.9%), which does not trigger the underperformance threshold; no other policy flags apply.
Cooper has served since September 2021 and holds one other public board seat (PepsiCo), well within the three-board limit for non-executive directors; Amazon's strong TSR does not trigger the underperformance test.
Lead Independent Director since February 2012 with one other public board seat (VeriSign); Amazon's 3-year TSR outperformance gap of +57.2 percentage points against ^GSPC — S&P 500 does not meet the 65-percentage-point trigger threshold.
Director since September 2016 with one other public board seat (Corning); Amazon's TSR performance is strong and does not trigger the underperformance threshold against ^GSPC — S&P 500.
Joined in April 2024, which is within the 24-month new-director exemption window as of the May 2026 meeting date, so the TSR trigger does not apply; one other public board seat (Coursera) is within limits.
Director since February 2019 with two other public board seats (Honeywell International and Royal Philips), which is within the three-board limit for non-executive directors; Amazon's TSR does not trigger the underperformance test.
Director since December 2010 with one other public board seat (Robinhood Markets); Amazon's 3-year TSR outperformance of +57.2 percentage points vs. ^GSPC — S&P 500 does not meet the 65-percentage-point trigger for strong positive TSR.
Director since September 2023, within the 24-month new-director exemption window as of the May 2026 meeting, so the TSR trigger does not apply; one other public board seat (JPMorgan Chase) is within limits.
Long-tenured director since February 1997 with no current public company board seats; Amazon's strong TSR relative to ^GSPC — S&P 500 does not meet the trigger threshold and all other policy screens are clear.
Director since February 2016 and currently serves as Chairman/CEO of Corning, which is his only other public board seat; the policy allows sitting CEOs up to two public board seats total, and Weeks holds exactly two (Amazon and Corning), which is within the limit.
All 11 director nominees pass the policy screens. Amazon's 3-year price return of 123.1% significantly outpaces the ^GSPC — S&P 500 benchmark return of 65.9%, resulting in a +57.2 percentage-point outperformance gap that falls just below the 65-percentage-point trigger threshold applicable to companies with strong positive TSR. No directors are overboarded under policy limits, all directors met the 75% attendance threshold in 2025, and no independence or familial relationship concerns were identified. Two directors (Ng, joined April 2024; Smith, joined September 2023) fall within the 24-month new-director exemption and are automatically excluded from the TSR trigger.
Say on Pay
✓ FORCEO
Andrew R. Jassy
Total Comp
$2,069,861
Prior Support
78%%
The CEO's total reported compensation of approximately $2.07 million is exceptionally modest for the chief executive of the world's largest e-commerce and cloud computing company, consisting almost entirely of a nominal base salary of $365,000 plus security and 401(k) matching contributions with no new equity awards granted in 2025 (and no CEO equity grants since 2021). This compensation level is far below benchmark for a mega-cap technology CEO, so both the pay-level and pay-for-performance tests pass comfortably. The prior year Say on Pay vote received 78% support, which is above the 70% threshold that would require a follow-up response, and the compensation structure — which relies on previously granted long-vesting stock awards tied directly to Amazon's share price — inherently aligns executive outcomes with shareholder returns.
Auditor Ratification
✗ AGAINSTAuditor
Ernst & Young LLP
Tenure
30 yrs
Audit Fees
$47,260,000
Non-Audit Fees
$11,996,965
Ernst & Young has served as Amazon's auditor since 1996, giving it approximately 30 years of continuous tenure, which exceeds the policy's 25-year threshold. The non-audit fee ratio is approximately 25% of audit fees (audit-related fees of $11,696,965 plus other fees of $300,000, totaling $11,996,965 against audit fees of $47,260,000), which is well below the 50% independence concern threshold. However, the 25-year tenure trigger requires a confirmed No vote unless the proxy provides a specific and compelling rationale for continued engagement such as a concrete lead-partner rotation plan; the proxy notes EY's long tenure as a positive but does not disclose a multi-year auditor rotation plan or other compelling mitigant sufficient to override the tenure trigger.
Stockholder Proposals
4 proposals submitted by shareholders
Proposal 4
Shareholder Proposal Requesting a Report on Charitable Partnerships
The Heritage Foundation is a well-known conservative advocacy organization, classifying it as an ideological filer under our policy. Under the symmetry rule, proposals from ideological filers — whether conservative or progressive — are voted against regardless of how the proposal is framed, because such proposals serve political or advocacy goals rather than neutral fiduciary interests. The proposal's substance — criticizing Amazon's past use of Southern Poverty Law Center data in charitable vetting — reflects a conservative political viewpoint rather than a genuine, politically neutral shareholder concern, and no neutral fiduciary investor would be expected to file this specific proposal.
Proposal 5
Shareholder Proposal Requesting Additional Reporting on Impact of Data Centers on Climate Commitments
As You Sow is a well-established progressive ESG advocacy organization that routinely files shareholder proposals as a form of environmental and social advocacy rather than purely fiduciary disclosure, classifying this as an ideological progressive filer under our policy. The symmetry rule requires a vote against proposals from ideological filers on either side of the political spectrum, regardless of the proposal's surface-level framing as a risk disclosure request. Additionally, Amazon already publishes an annual Sustainability Report with detailed data on carbon intensity, data center energy efficiency, and renewable energy progress, and the company's opposition statement credibly demonstrates that the requested information is substantially already being disclosed publicly.
Proposal 6
Shareholder Proposal Requesting a Report on Impact of Climate Commitments
The National Legal and Policy Center is a conservative advocacy organization known for filing ideologically motivated shareholder proposals, classifying it as an ideological conservative filer under our policy. The symmetry rule requires a vote against proposals from ideological filers regardless of framing; this proposal, while dressed as a financial cost-disclosure request, is designed to pressure Amazon to retreat from its climate commitments by quantifying their costs in a way intended to make those commitments look unfavorable — a politically motivated ask rather than a neutral fiduciary concern. A neutral institutional investor would not frame a disclosure request around whether Amazon should reconsider its climate pledge.
Proposal 7
Shareholder Proposal Requesting a Mandatory Independent Board Chair Policy
Requiring an independent board chair is a mainstream governance improvement that directly addresses the concentration of board leadership in the hands of Jeff Bezos, who serves as both Executive Chair and the company's founder with a significant ownership stake — a structure that limits independent oversight of management. This type of structural governance proposal falls into the category that our policy generally supports because separating the chair and CEO roles (or ensuring chair independence) strengthens independent board oversight and reduces the risk that management interests dominate board deliberations. Although Amazon has a Lead Independent Director, that role is a less powerful substitute for a truly independent chair, and shareholder support for this type of proposal at large-cap companies has been growing, making it consistent with mainstream governance standards.
Overall Assessment
The 2026 Amazon annual meeting ballot covers 11 director elections, auditor ratification, Say on Pay, and four shareholder proposals. All director nominees receive FOR votes as Amazon's strong 3-year total shareholder return of 123.1% narrowly avoids the 65-percentage-point underperformance trigger against the ^GSPC — S&P 500 benchmark; Ernst & Young is flagged for a AGAINST vote solely due to its 30-year auditor tenure exceeding the policy's 25-year threshold, while the Say on Pay vote is a clear FOR given the CEO's unusually modest $2.07 million total compensation; two of the four shareholder proposals are voted against as ideological conservative filers (Heritage Foundation, National Legal and Policy Center), one is voted against as an ideological progressive filer (As You Sow), and the independent board chair proposal receives a FOR as a mainstream governance improvement.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing