We, the undersigned Amazon.com Inc. (“Amazon”) investors representing approximately $7,057,750,048.89 in assets under management or advisement and $70,235,554.66 in Amazon company stock, are announcing our intention to vote AGAINST Amazon directors Jonathan Rubinstein, Jamie Gorelick, Andrew Ng, and Patricia Stonesifer, current and former members of the Board’s Nominations and Corporate Governance Committee, which is charged with “[overseeing] the Company’s corporate governance initiatives”. 

We are voting against these four directors for the company’s decision this year to unilaterally exclude three new shareholder proposals, including a shareholder proposal on alignment between Amazon’s sale and deployment of AI and related technologies with its Responsible AI Approach. In particular, this proposal was filed by over 30 shareholders and highlighted serious concerns about “rights-violating applications of [Amazon’s] AI and related technologies,” including:

• Amazon’s $1.2 billion cloud computing contract with Israel – Project Nimbus – which has been used by Israel in its attacks on Palestinians, actions prominent human rights organizations have classified as genocide; and
• Amazon’s AI and related technologies, enabling the US’ expansive immigration crackdown, in which US Department of Homeland Security agencies have been accused of arbitrary detentions, silencing free speech, and violating rights to privacy, nondiscrimination, asylum protections, due process, and other human rights.  

We believe Amazon has opportunistically taken advantage of the SEC’s November decision to no longer weigh in on the majority of company “no action” requests by unilaterally excluding this and other shareholder proposals that should have been brought to a vote before the companies’ shareholders. Moreover, we believe the Board has failed to meaningfully engage shareholder proponents, respond constructively to votes, or refresh the committee overseeing its governance practices. 

Therefore, we are voting against directors Rubinstein, Gorelick, Ng, and Stonesifer because we believe that refreshment of the Nominations and Corporate Governance Committee is long overdue, and would provide the Amazon Board with an opportunity to identify directors who appreciate meaningful shareholder engagement and could oversee meaningful changes to Amazon’s governance practices. 

Sincerely,

Dominican Sisters of Springfield, IL
Friends Fiduciary Corporation
Northwest Coalition for Responsible Investment
United for Respect Education Fund
NorthStar Asset Management
Maryknoll Sisters
Laura Saunders
AJL Foundation
Ruth Lipscomb
Deborah Sagner
School Sisters of Notre Dame Collective Investment Fund
PFC SpA Società Benefit
Eliana Fishman
Zevin Asset Management
RIFF Foundation
Johanna Gelbspan
Congregation of the Sisters of St. Joseph of Peace
Obran Capital Advisors
Sisters of Charity of Leavenworth
Kate Schwartz
Figure 8 Investment Strategies
Missionary Oblates of Mary Immaculate
Claudia Maria Cellini Argosy Trust
Tess Fruge
Dr. Omer Chaudhary, MPC
Nosheen Ahmad
Omer Chaudhary & Nosheen Ahmad RESP
Omer Chaudhary
Jon Norstog