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Amazon.com Inc (AMZN) holds its 2026 annual shareholder meeting on . The board is presenting 11 director nominees, of whom 9 are designated as independent. Shareholders will vote on 7 proposals: 3 management-sponsored and 4 shareholder-sponsored. The record date is .
- Amazon.com Inc (AMZN) holds its 2026 annual shareholder meeting on .
- The record date — the cutoff for shareholders eligible to vote — is .
- The board is presenting 11 director nominees, of whom 9 are designated as independent.
- Shareholders will vote on 7 proposals, of which 4 are shareholder-sponsored.
- Boardroom Alpha's board rating for AMZN is B.
- AMZN trailing-12-month total shareholder return: +25.8%.
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| Holder | % of shares | Position value |
|---|---|---|
| Pershing Square Capital Management, L.P. Activist | 10.65% | $2.39B |
| Point72 Asset Management, L.P. Activist | 4.61% | $1.03B |
| FARALLON CAPITAL MANAGEMENT LLC Activist | 3.92% | $879M |
| D. E. Shaw Co., Inc. Activist | 3.06% | $684M |
| BAUPOST GROUP LLC/MA Activist | 2.90% | $1M |
| ValueAct Holdings, L.P. Activist | 2.68% | $601M |
| Third Point LLC Activist | 1.80% | $404M |
| EMINENCE CAPITAL, LP Activist | 1.44% | $322M |
| D. E. Shaw Co., Inc. Activist | 1.03% | $231M |
| Corvex Management LP Activist | 0.82% | $184M |
The 2026 annual meeting slate for Amazon.com Inc (AMZN) includes: Jeffrey P. Bezos (not independent), Andrew R. Jassy (not independent), Edith W. Cooper (independent), Jamie S. Gorelick (independent), Daniel P. Huttenlocher (independent), Andrew Y. Ng (independent), Indra K. Nooyi (independent), Jonathan J. Rubinstein (independent), Brad D. Smith (independent), Patricia Q. Stonesifer (independent), Wendell P. Weeks (independent).
| Nominee | Independence | Risk forecast | Background |
|---|---|---|---|
| Jeffrey P. Bezos | Not independent | Healthy
Prior 94.9% ↑ expected better
|
Jeffrey P. Bezos founded Amazon.com in 1994, served as CEO until July 2021, and has been Executive Chair since then.
|
| Andrew R. Jassy | Not independent | Healthy
Prior 98.8%
|
Andrew Jassy has been President and CEO of Amazon since July 2021 and previously founded and led Amazon Web Services from 2006 to 2021.
|
| Edith W. Cooper | Independent | Elevated
Prior 95.2%
|
Co-founder of Medley Living and former Executive Vice President at Goldman Sachs, overseeing human capital management and various business units.
|
| Jamie S. Gorelick | Independent | Watch
Prior 95.4% ↑ expected better
|
Jamie S. Gorelick has served as a director of Amazon.com since 2012 and was previously a director at United Technologies and Schlumberger.
|
| Daniel P. Huttenlocher | Independent | Healthy
Prior 98.6%
|
Daniel P. Huttenlocher is the Dean of MIT Schwarzman College of Computing and has held senior positions at MIT, Cornell University, and the Xerox Palo Alto Research Center.
|
| Andrew Y. Ng | Independent | Healthy
Prior 98.5% ↓ expected worse
|
Andrew Y. Ng co-founded the company, served as Co-CEO until 2014, and has been Chairman of the Board since 2014, while also being named in the Time100 list in 2013.
|
| Indra K. Nooyi | Independent | Healthy
Prior 98.3%
|
Indra K. Nooyi served as Chair and CEO of PepsiCo, leading a significant business transformation strategy and managing a global workforce of several hundred thousand employees.
|
| Jonathan J. Rubinstein | Independent | — |
No matched profile.
|
| Brad D. Smith | Independent | Healthy
Prior 99.2%
|
Brad D. Smith led Intuit Inc.'s transformation into a global cloud product and financial platform company during his 19 years of senior executive leadership.
|
| Patricia Q. Stonesifer | Independent | Healthy
Prior 94.5% ↑ expected better
|
Stonesifer was interim CEO of The Washington Post from June 2023 to January 2024 and previously led Martha's Table from April 2013 to March 2019.
|
| Wendell P. Weeks | Independent | Healthy
Prior 98.3%
|
Wendell P. Weeks has served as Chairman, CEO, and President of Corning Incorporated, overseeing significant innovation and holding 47 U.S. patents.
|
The 2026 annual meeting for Amazon.com Inc (AMZN) carries 7 proposals: (1) Election of 11 directors — proposed by the board with the board recommending for; (2) Ratification of the appointment of Ernst & Young LLP as independent auditors — proposed by the board with the board recommending for; (3) Advisory vote to approve executive compensation — proposed by the board with the board recommending for; (4) Shareholder Proposal Requesting a Report on Charitable Partnerships — proposed by a shareholder with the board recommending against; (5) Shareholder Proposal Requesting Additional Reporting on Impact of Data Centers on Climate Commitments — proposed by a shareholder with the board recommending against; (6) Shareholder Proposal Requesting a Report on Impact of Climate Commitments — proposed by a shareholder with the board recommending against; (7) Shareholder Proposal Requesting a Mandatory Independent Board Chair Policy — proposed by a shareholder with the board recommending against.
| #1 |
Election of 11 directors
Management For
Elect eleven director nominees to serve until the next annual meeting
|
| #2 |
Ratification of the appointment of Ernst & Young LLP as independent auditors
Management For
Ratify the appointment of Ernst & Young LLP as the company’s independent auditors for fiscal year ending
|
| #3 |
Advisory vote to approve executive compensation
Management For
Non-binding advisory vote to approve executive compensation as disclosed in the proxy
|
| #4 |
Shareholder Proposal Requesting a Report on Charitable Partnerships
Shareholder Against
Request that Amazon evaluate and report on risks of relying on politicized corporate partners in charitable vetting tools and diagnostic tools (proponent: The Heritage Foundation
|
| #5 |
Shareholder Proposal Requesting Additional Reporting on Impact of Data Centers on Climate Commitments
Shareholder Against
Request that Amazon issue a report explaining how it will meet its greenhouse gas and renewable energy commitments given massive data center energy demand increases associated with AI expansion (… more ›Request that Amazon issue a report explaining how it will meet its greenhouse gas and renewable energy commitments given massive data center energy demand increases associated with AI expansion (proponents: Brian Kariger/As You Sow and Mercy Investment Services
|
| #6 |
Shareholder Proposal Requesting a Report on Impact of Climate Commitments
Shareholder Against
Request that Amazon publish a report summarizing incremental capital and operating expenditures incurred to implement The Climate Pledge and the Board’s efforts to reevaluate the Pledge given cha… more ›Request that Amazon publish a report summarizing incremental capital and operating expenditures incurred to implement The Climate Pledge and the Board’s efforts to reevaluate the Pledge given changing expectations for AI infrastructure investment and energy usage (proponent: National Legal and Policy Center
|
| #7 |
Shareholder Proposal Requesting a Mandatory Independent Board Chair Policy
Shareholder Against
Request that Amazon adopt a policy requiring the Board Chair be an independent director who has not previously served as an executive officer (proponent: AFL-CIO Reserve Fund
|
| Quarterly report (10-Q) | View › | |
| Definitive proxy (DEF 14A) | View › | |
| Annual report (10-K) | View › | |
| Quarterly report (10-Q) | View › | |
| Quarterly report (10-Q) | View › | |
| Definitive proxy (DEF 14A) | View › |
About the risk forecast
The risk forecast scores each director on the company’s slate against Boardroom Alpha’s YoY Director-Vote Forecast model — three XGBoost classifiers that estimate the probability the director’s vote support falls below 70%, 80%, and 90% at the upcoming annual meeting, augmented by a five-rule governance escalation layer (overboarding, audit-committee composition, prior dissent, and others).
Bands map to those probability thresholds:
- Crisis — high probability of vote support below 70%. Rare.
- Material — high probability of below 80%. The primary screening threshold.
- Elevated — significant elevated risk of dissent.
- Watch — even a mild withhold is detectable. Informational.
- Healthy — no signal of meaningful dissent.
Prior is the director’s most-recent vote-support percentage at this same board. Direction compares the forecast to that prior vote: ↑ expected better means more support than last year; ↓ expected worse means less.
Forecast applies only to non-contested annual proxies (DEF 14A). Contested situations are tracked separately on the contested-proxy pipeline. The model is retrained nightly; bands shown reflect the most recent run.
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