Concord, CA 94518

January 27, 2023

Via email

U.S. Securities and Exchange Commission

Office of Chief Counsel

Division of Corporation Finance

100 F Street, NE, Washington, DC 20549-2736

Re: Shareholder Proposal to 2023 Amazon.com Meeting

Ladies and Gentlemen:

This is to respond to the Gibson Dunn-Amazon.com (the Company) letter of January 20, 2023.  My proposal does not relate to the Company’s ordinary business operations. It does not seek to micromanage the Company’s operations. 

The letter listed some irrelevant cases with irrelevant topics, such of “political statement” and “publication of all written and oral diversity, equity, or related employee-training materials,” but failed to establish any similarity or logic connected to my proposal’s contents.  My proposal is simple and clear for shareholders to vote; it does not “intrude too deeply into matters of a complex nature upon which shareholders, as a group, are not in a position to make an informed judgment.”  To exclude my proposal is to “prevent shareholders from providing high-level direction on large strategic corporate matters.” 

The Company’s public policy issues listed in my proposal’s Supporting Statement have been negatively reported widely in the media and voted at previous shareholders meetings, because there is not a Public Policy Committee and the Nominating and Corporate Governance Committee had total 4 meetings only, mainly reviewing and assessing nomination issues in 2021, without meaningful time to oversee public policy issues.  There is no need to establish one committee for each of the public policy issues. That would be a waste of the Company’s very limited leadership resource. 

The letter admitted that “approximately 7% of the companies in the S&P 500 had a separate board committee responsible for public policy,” i.e., about 35 companies have established a public policy or social and corporate responsibility committee. Considering Amazon’s giant size and complex operations of business worldwide, even if there are only 3 or 4 companies (0.7% of 500) having a public policy committee, Amazon must be one of them.  Whether or not to establish a public policy committee is exactly the “high-level direction on large strategic corporate matters,” the Company should not “prevent shareholders from providing high-level direction on large strategic corporate matters.”  There is no base to exclude my proposal.

When I am thinking how to respond to the baseless letter this week, there are many public policy related news appeared in the media, such as this: “Amazon workers in Britain went on strike for the first time, dragging the e-commerce giant into the wave of labor unrest that has been sweeping the U.K. and other European economies.” (https://www.wsj.com/)  The letter’s table (pages 5-6) also revealed the failure of the Company’s board structure to deal with the increasingly diversified public policy issues. The Company needs a public policy committee, now.

Should you have any questions, please contact me at zhao.cpri@gmail.com or 925-643-****.

Respectfully,

Jing Zhao