SEC Document
Table of Contents

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
_________________________ 
FORM 8-K
_________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
May 17, 2016
Date of Report
(Date of earliest event reported)
 
_________________________
AMAZON.COM, INC.
(Exact name of registrant as specified in its charter)

_________________________

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)
 
_________________________ 

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))
 
 


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TABLE OF CONTENTS

 
 
 
 
 
 
 
 
 
 



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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On May 20, 2016, Amazon.com, Inc. (the “Company”), Bank of America, N.A., as administrative agent, and the lenders party thereto entered into a credit agreement (the “Credit Agreement”). The Credit Agreement replaces the prior credit agreement entered into by the Company on September 5, 2014. The Credit Agreement provides the Company with an unsecured revolving credit facility with a borrowing capacity of up to $3.0 billion. The term of the Credit Agreement is three years, but it may be extended for up to three additional one-year terms if approved by the lenders.
The initial interest rate applicable to outstanding balances under the Credit Agreement is the London interbank offered rate (“LIBOR”) plus 0.60%, with a commitment fee of 0.05% on the undrawn portion of the credit facility under our current credit ratings. If the Company’s credit ratings are downgraded these could increase to as much as LIBOR plus 1.00% and up to 0.09%, respectively.
Borrowings under the Credit Agreement may be used for working capital, capital expenditures, acquisitions, and other corporate purposes. The Company currently has no borrowings outstanding under the Credit Agreement, but expects to borrow under the Credit Agreement from time-to-time in the ordinary course of business.
The Credit Agreement contains customary representations and warranties, covenants, and events of default, but does not contain financial covenants. Upon an event of default that is not cured within applicable grace periods or waived, any unpaid amounts under the Credit Agreement may be declared immediately due and payable and the commitments may be terminated.
The financial institutions party to the Credit Agreement and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage, and other financial and non-financial activities and services. Certain of these financial institutions and their respective affiliates were party to the credit agreement entered into by the Company on September 5, 2014 and/or have provided, and may in the future provide, a variety of these services to the Company and to persons and entities with relationships with the Company, for which they received or will receive customary fees and expenses.

ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 17, 2016, the Company held its Annual Meeting of Shareholders.
The following nominees were elected as directors, each to hold office until the next Annual Meeting of Shareholders or until his or her successor is elected and qualified, by the vote set forth below:
Nominee
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
Jeffrey P. Bezos
 
382,871,972
 
5,221,735
 
1,100,798
 
44,900,513
Tom A. Alberg
 
383,873,410
 
5,105,592
 
215,503
 
44,900,513
John Seely Brown
 
385,945,979
 
3,000,239
 
248,287
 
44,900,513
William B. Gordon
 
385,090,966
 
2,991,022
 
1,112,517
 
44,900,513
Jamie S. Gorelick
 
386,070,140
 
2,325,693
 
798,672
 
44,900,513
Judith A. McGrath
 
386,792,330
 
1,123,013
 
1,279,162
 
44,900,513
Jonathan J. Rubinstein
 
386,756,723
 
1,140,213
 
1,297,569
 
44,900,513
Thomas O. Ryder
 
362,163,415
 
26,787,921
 
243,169
 
44,900,513
Patricia Q. Stonesifer
 
384,950,299
 
4,009,503
 
234,703
 
44,900,513
Wendell P. Weeks
 
379,489,593
 
9,441,631
 
263,281
 
44,900,513
The appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2016 was ratified by the vote set forth below:
For
 
Against
 
Abstain
 
Broker
Non-Votes
431,357,047
 
2,400,951
 
337,020
 

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A shareholder proposal regarding sustainability reporting was not approved, as set forth below:
For
 
Against
 
Abstain
 
Broker
Non-Votes
96,132,642
 
256,261,535
 
36,800,328
 
44,900,513
A shareholder proposal regarding a report concerning human rights was not approved, as set forth below:
For
 
Against
 
Abstain
 
Broker
Non-Votes
90,731,976
 
269,502,736
 
28,959,793
 
44,900,513
A shareholder proposal regarding a report concerning corporate political contributions was not approved, as set forth below:
For
 
Against
 
Abstain
 
Broker
Non-Votes
19,960,228
 
343,013,509
 
26,220,768
 
44,900,513


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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/ David A. Zapolsky
 
 
David A. Zapolsky
 
 
Senior Vice President

Dated: May 20, 2016


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