UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON , D .C . 20549 DIVISION OF CORPORATION FINANCE April 1, 2020 Ronald O. Mueller Gibson, Dunn & Crutcher LLP
[email protected] Re: Amazon.com, Inc. Incoming letter dated January 24, 2020 Dear Mr. Mueller: This letter is in response to your correspondence dated January 24, 2020 concerning the shareholder proposal (the “Proposal”) submitted to Amazon.com, Inc. (the “Company”) by the International Brotherhood of Teamsters General Fund and the CtW Investment Group (the “Proponents”) for inclusion in the Company’s proxy materials for its upcoming annual meeting of security holders. We also have received correspondence from the Proponents dated February 14, 2020, February 27, 2020 and March 30, 2020. Copies of all of the correspondence on which this response is based will be made available on our website at http://www.sec.gov/divisions/corpfin/cf- noaction/14a-8.shtml. Sincerely, M. Hughes Bates Special Counsel Enclosure cc: Cornish F. Hitchcock Hitchcock Law Firm PLLC
[email protected] ©©©Copyrighted Material Omitted April 1, 2020 Response of the Office of Chief Counsel Division of Corporation Finance Re: Amazon.com, Inc. Incoming letter dated January 24, 2020 The Proposal urges the board to prepare a report on the steps the Company has taken to reduce the risk of “accidents,” including the board’s oversight process of safety management, staffing levels, and inspection and maintenance of Company facilities and equipment and those of the Company’s dedicated third-party contractors. There appears to be some basis for your view that the Company may exclude the Proposal under rule 14a-8(i)(7).