Organization: Amazon.com Inc.

Year: 2015

Resolved: Resolved: Amazon shareholders hereby request that Amazon.com, Inc. ('Amazon' or 'Company') provide a report, updated semiannually, that discloses the Company's: (a) Policies and procedures for making political contributions and expenditures with corporate funds (both direct and indirect), including the Board's role (if any) in that process, and (b) Monetary and non-monetary political contributions or expenditures that cannot be deducted as an 'ordinary and necessary' business expense under section 162(e) of the Internal Revenue Code ('IRC'). This would include (but not be limited to) contributions to or expenditures on behalf of political candidates, parties, or committees, and other entities organized and operating under IRC section 501(c)(4); as well as the portion of any dues or payments that are made to any tax-exempt organization (such as a trade association) that are used in a way that, if made directly by the Company, would not be deductible under IRC section 162(e). The report shall be made available within 12 months of the annual meeting and should identify all recipients, as well as the amount(s) paid to each recipient from Company funds.

Supporting Statement:Supporting Statement: Long-term Amazon shareholders support transparency and accountability in corporate spending on political activities. These include activities considered (under the IRC) as intervention in any political campaign-such as direct and indirect contributions to political candidates, parties, or organizations; independent expenditures; or electioneering communications on behalf of federal, state, or local candidates. Amazon offers a brief political spending statement on its website, which indicates that it did not make direct contributions to political candidates and groups in 2013. It also discloses the 'total amount[s]' paid to 'trade associations and coalitions.' However, this is significantly lacking because the statement does not include payments to: * Trade associations and amounts used for non-deductible purposes; or to * Other tax-exempt groups, such as 501(c)(4) so-called 'social welfare organizations' that engage in political activities. The Company also does not pledge to itemize its direct political contributions, if any, in the future. Because of these discrepancies, Amazon ranked near the bottom of the 2013 CPA-Zicklin Index of Corporate Accountability and Disclosure, which ranks the top 200 companies in the S&P 500. Because a survey of publicly available data cannot provide a complete picture of any company's politically-motivated activity, this Proposal asks Amazon to disclose the entirety of its political spending-including payments to trade associations and other tax exempt organizations that are used for political purposes. Doing so would bring Amazon in line with a growing number of peers-which includes eBay, Intel, and Microsoft-that both support accountability around political disclosure, and present this information on their public websites. The Company's Board and its shareholders need comprehensive disclosure to be able to fully evaluate the risks associated with the political use of corporate assets. Therefore, we urge a vote FOR this critical governance reform.