AMAZON COM INC — Regulatory Filings 2024

May 3, 2024

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

W ASHINGTON , D.C. 20549

Field: Rule-Page

Field: /Rule-Page

FORM 8-K

Field: Rule-Page

Field: /Rule-Page

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

May 3, 2024

Date of Report

(Date of earliest event reported)

Field: Rule-Page

Field: /Rule-Page

AMAZON.COM, INC.

(Exact name of registrant as specified in its charter)

Field: Rule-Page

Field: /Rule-Page

Delaware	000-22513	91-1646860
(State
or other jurisdiction of incorporation)	(Commission
File Number)	(IRS
Employer Identification No.)

410 Terry Avenue North , Seattle , Washington 98109-5210

(Address of principal executive offices, including Zip Code)

( 206 ) 266-1000

(Registrant’s telephone number, including area code)

Field: Rule-Page

Field: /Rule-Page

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $.01 per share	AMZN	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.	¨

Field: Page; Sequence: 1

Table of Contents

Field: /Page

TABLE OF CONTENTS

| ITEM 5.03.
AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. | 3 |
| --- | --- |
| ITEM 9.01. FINANCIAL
STATEMENTS AND EXHIBITS. | 3 |
| SIGNATURES | 4 |
| EXHIBIT 3.2 | |

Field: Page; Sequence: 2; Options: NewSection; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 2 Field: /Sequence

Table of Contents

Field: /Page

ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

On May 3, 2024, the Board of Directors of Amazon.com, Inc. (the “Company”) approved and adopted amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”) to provide that the Court of Chancery of the State of Delaware is the exclusive forum for certain state corporate law or shareholder derivative claims, and that the federal district courts of the United States of America are the exclusive forum for the resolution of any action asserting a claim under the Securities Act of 1933, as amended, in each case to the fullest extent permitted by law and unless the Company consents in writing to the selection of an alternative forum.

The foregoing summary of the amendments to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.2 hereto.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit Number	Description
3.2	Amended and Restated Bylaws of the Company.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).

Field: Page; Sequence: 3; Options: NewSection; Value: 3

Field: Sequence; Type: Arabic; Name: PageNo 3 Field: /Sequence

Table of Contents

Field: /Page

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AMAZON.COM, INC. (REGISTRANT)
By:	/s/ Mark
F. Hoffman
	Mark F. Hoffman
	Vice President and Secretary

Dated: May 3, 2024

Field: Page; Sequence: 4; Options: Last

Field: Sequence; Type: Arabic; Name: PageNo 4 Field: /Sequence

Field: /Page