AMAZON COM INC

This proposal asks Amazon to evaluate and publicly report on the consequences of relying on diagnostic tools or lists created by politicized corporate partners when selecting or vetting charitable partners. The proponent cites the Southern Poverty Law Center (SPLC) as an example and references past Amazon actions (e.g., AmazonSmile removals) to illustrate reputational risk. The requested report should analyze benefits, direct and indirect costs, and legal, reputational, competitive, and other relevant risks and be issued within one year, excluding proprietary and confidential information. The purpose is to inform shareholders whether such external vetting tools create material brand or market-value risks and whether internal, politically neutral vetting would be preferable.

The proposal requests a public report describing how Amazon intends to fulfill its climate commitments (including net-zero and 100% matched renewable electricity goals) in light of anticipated massive increases in energy demand from AI-driven data center expansion. The proponents ask Amazon to address questions about future availability and additionality of RECs, timing and impact of investments such as small modular reactors, grid reliability and regional utility responses (e.g., new gas plants), and how these factors affect the company’s ability to meet its targets. The report is meant to provide investors clarity on risks and plans related to emissions and energy sourcing as AWS and data-center capacity scale.

This proposal seeks a financial report, due by March 31, 2027, that quantifies the incremental capital and operating costs Amazon has incurred to implement The Climate Pledge and other climate commitments from 2019 through the most recent fiscal year. "Incremental" is defined by the proponent as costs relative to the lowest-cost reliable power available in each market; the proposal also asks the Board to describe its reassessment of these commitments in light of higher-than-anticipated AI/data-center investments and increased energy demand. The intent is to give shareholders insight into the cost, risk, and return profile of Amazon’s renewable energy and carbon-neutral roadmap so investors can evaluate whether these programs enhance long-term shareholder value.

The proposal requests that the Board adopt a mandatory policy that the Board Chair be an independent director who has never served as an executive officer of the company, and to specify procedures for appointing an independent Chair if the current Chair loses independence between meetings. The proponent argues an independent Chair would strengthen independent oversight of management and ESG risks and reduce potential conflicts of interest, citing recent reports of the Executive Chair’s involvement with a new AI startup and prior related‑party transactions. The proposal allows exceptions if no independent director is available or willing to serve and would apply prospectively.