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NASDAQ: AMZN AMAZON COM INC 8-K

Amazon shareholders re-elect all 11 directors, approve executive pay at 2026 annual meeting

Filed May 22, 2026 · Period ending May 20, 2026 · ~1 min read

4 key changes 1 section

Key Changes

  • medium

    Shareholders approved executive compensation with 94% support in advisory vote, signaling satisfaction with management pay practices including CEO Andy Jassy's compensation structure.

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
  • low

    All 11 director nominees elected to board, including Jeff Bezos and CEO Andy Jassy, with Jassy receiving highest approval at 7.8 billion votes.

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
  • low

    Ernst & Young ratified as independent auditor for 2026 with 94% approval, maintaining continuity in external audit relationship.

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
  • low

    All five shareholder proposals failed, including climate-related data center reporting and mandatory independent board chair, showing investor support for current management practices.

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →

Summary

Amazon held its 2026 Annual Meeting on May 20, with shareholders delivering strong endorsements across all management-backed proposals. The 94% approval rate for executive compensation suggests investors remain comfortable with how Amazon pays its leadership team, despite ongoing scrutiny of tech executive pay packages industry-wide. All 11 directors were re-elected with substantial majorities, preserving board continuity as the company navigates AI investments and regulatory challenges.

The decisive rejection of all five shareholder proposals—particularly the climate-related measures around data center impacts—indicates investors trust management's current approach to environmental disclosure and governance structure. The proposal on data center climate reporting garnered the most support but still failed with only 18% of votes cast in favor. Retail investors should watch for Amazon's next proxy statement to see if management voluntarily enhances any disclosures in response to the minority shareholder interest, particularly around AI governance and data center environmental impacts, even though these proposals failed.

Section-by-Section Diff

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~600 words

Amazon held its 2026 Annual Meeting, electing 11 directors, ratifying auditors, and approving executive compensation; all shareholder proposals failed.

4 Added
Added Executive compensation approval medium

Added in current filing · verify on EDGAR →

The compensation of our named executive officers as disclosed in the proxy statement was approved in an advisory vote, as set forth below: For | Against | Abstain | Broker | Non-Votes | 7,391,737,243 | 470,466,853 | 26,155,268 | 1,064,491,660

Shareholders approved executive compensation in a non-binding advisory vote with approximately 94% support (7.4 billion for vs 470 million against). This say-on-pay vote indicates shareholder satisfaction with management compensation practices as disclosed in the proxy statement.

Show 3 minor / wording changes
Added Director elections low

Added in current filing · verify on EDGAR →

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

Amazon's shareholders elected all 11 director nominees at the May 20, 2026 Annual Meeting. The slate includes Jeffrey P. Bezos, Andrew R. Jassy (CEO), and nine other directors. All nominees received majority support, with Jassy receiving the highest approval (7.8 billion votes for) and Rubinstein the lowest but still substantial majority (7.1 billion for vs 785 million against).

Added Auditor ratification low

Added in current filing · verify on EDGAR →

The appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2026 was ratified by the vote set forth below: For | Against | Abstain | Broker | Non-Votes | 8,403,029,398 | 522,632,825 | 27,188,801 | —

Shareholders ratified Ernst & Young LLP as Amazon's independent auditor for fiscal 2026 with approximately 94% approval (8.4 billion votes for vs 523 million against). This is a routine annual vote confirming continuity in the company's external audit relationship.

Added Shareholder proposals rejected low

Added in current filing · verify on EDGAR →

A shareholder proposal requesting additional reporting on impact of data centers on climate commitments was not approved, as set forth below: For | Against | Abstain | Broker | Non-Votes | 1,436,334,642 | 6,372,517,458 | 79,507,264 | 1,064,491,660

All five shareholder proposals failed, including proposals on charitable partnerships, data center climate impact, general climate commitments, mandatory independent board chair, and a worker-oriented AI advisory council. The data center climate proposal received the most support (1.4 billion votes for) but still fell well short of majority approval. These results indicate management and the board retain shareholder support for current disclosure and governance practices.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 17, 2026 · How we verify