<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
AMAZON.COM, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each classs of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials;
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
[LOGO]
April 20, 1998
Dear Stockholder:
You are cordially invited to attend the 1998 Annual Meeting of Stockholders
(the "Annual Meeting") of Amazon.com, Inc. (the "Company") to be held at 11:00
a.m. on Thursday, May 28, 1998, at the Seattle Art Museum, 100 University
Street, Seattle, Washington 98101.
At the Annual Meeting, the stockholders will be asked to elect five
Directors and to approve an amendment to the Company's Restated Certificate of
Incorporation. The accompanying Notice of 1998 Annual Meeting of Stockholders
and Proxy Statement describe the matters to be presented at the Annual Meeting.
The Board of Directors unanimously recommends that stockholders vote for
the election of the nominated Directors and for the amendment to the Company's
Restated Certificate of Incorporation.
Whether or not you plan to attend the Annual Meeting, we hope that you will
have your stock represented by marking, signing, dating and returning your proxy
card in the enclosed envelope as soon as possible. Your stock will be voted in
accordance with the instructions you have given in your proxy card. You may, of
course, attend the Annual Meeting and vote in person even if you have previously
returned your proxy card.
Sincerely,
/s/ JEFFREY P. BEZOS
Jeffrey P. Bezos
Chairman of the Board, President
and Chief Executive Officer
IMPORTANT
A proxy card is enclosed. All stockholders are urged to complete and mail
the card promptly. The enclosed envelope for return of the proxy card requires
no postage if mailed in the United States. Any stockholder attending the Annual
Meeting may personally vote on all matters that are considered, in which event
the signed proxy will be revoked.
IT IS IMPORTANT THAT YOUR STOCK BE VOTED
<PAGE> 3
NOTICE OF 1998 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 28, 1998
To the Stockholder:
The 1998 Annual Meeting of Stockholders (the "Annual Meeting") of
Amazon.com, Inc. (the "Company") will be held at the Seattle Art Museum, 100
University Street, Seattle, Washington 98101, at 11:00 a.m. on Thursday, May 28,
1998, for the following purposes:
1. To elect five Directors to hold office until the next annual meeting
of stockholders or until their respective successors are elected and
qualified.
2. To act upon a proposal to amend the Company's Restated Certificate
of Incorporation to increase the authorized common stock of the
Company from 100,000,000 to 300,000,000 shares.
The Board of Directors has fixed March 31, 1998 as the record date for
determining stockholders entitled to receive notice of and to vote at the Annual
Meeting or any adjournment or postponement thereof. Only stockholders of record
at the close of record on that date will be entitled to notice of and to vote at
the Annual Meeting.
ALL STOCKHOLDERS ARE INVITED TO ATTEND THE ANNUAL MEETING IN PERSON, BUT
EVEN IF YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, YOU ARE REQUESTED TO
MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN
THE POSTAGE-PAID ENVELOPE PROVIDED TO ENSURE YOUR REPRESENTATION. STOCKHOLDERS
ATTENDING THE ANNUAL MEETING MAY VOTE IN PERSON EVEN IF THEY HAVE PREVIOUSLY
SENT IN A PROXY CARD.
By Order of the Board of Directors,
/s/ JOY D. COVEY
Joy D. Covey
Chief Financial Officer, Vice
President of Finance and
Administration and Secretary
Seattle, Washington
April 20, 1998
<PAGE> 4
AMAZON.COM, INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, MAY 28, 1998
GENERAL
The enclosed proxy is solicited by the Board of Directors of Amazon.com,
Inc., a Delaware corporation (the "Company"), for use at the Annual Meeting of
Stockholders of the Company (the "Annual Meeting") to be held at 11:00 a.m. on
Thursday, May 28, 1998, at the Seattle Art Museum, 100 University Street,
Seattle, Washington 98101, and at any adjournment or postponement thereof.
The Company's principal offices are located at 1516 Second Avenue, Seattle,
Washington 98101. This Proxy Statement and the accompanying proxy card are being
mailed to the stockholders of the Company on or about April 20, 1998.
OUTSTANDING SECURITIES AND VOTING RIGHTS
Only holders of record of the Company's common stock, par value $0.01 per
share (the "Common Stock"), at the close of business on March 31, 1998 will be
entitled to vote at the Annual Meeting. On that date the Company had 24,162,932
shares of Common Stock outstanding. Each share of Common Stock is entitled to
one vote at the Annual Meeting. Holders of Common Stock are not entitled to
cumulate votes in the election of directors. Under applicable law and the
Company's Restated Certificate of Incorporation and Bylaws, if a quorum is
present at the Annual Meeting: (i) the five nominees for election to the Board
of Directors who receive the greatest number of votes cast for the election of
Directors by the shares present in person or represented by proxy shall be
elected Directors and (ii) matter 2 listed in the accompanying Notice of 1998
Annual Meeting of Stockholders will be approved if a majority of outstanding
shares of Common Stock entitled to vote on the matter votes in favor of such
matter. A majority of the outstanding shares of Common Stock present in person
or represented by proxy constitutes a quorum for the transaction of business at
the Annual Meeting. Abstentions and broker nonvotes will be included in
determining the presence of a quorum at the Annual Meeting. In the election of
Directors, an abstention or broker nonvote will have no effect on the outcome.
Abstentions and broker nonvotes will have the practical effect of voting against
matter 2.
PROXY VOTING
Shares for which proxy cards are properly executed and returned will be
voted at the Annual Meeting in accordance with the directions noted thereon, or,
in the absence of directions to the contrary, will be voted "FOR" the election
of the nominees to the Board of Directors named on the following page and "FOR"
the proposal to amend the Company's Restated Certificate of Incorporation. It is
not expected that any other matter other than those referred to in this Proxy
Statement will be brought before the Annual Meeting. If, however, other matters
are properly presented, the persons named as proxies will vote in accordance
with their discretion with respect to such matters.
REVOCATION
Any stockholder giving a proxy may revoke it at any time before it is voted
by delivering to the Secretary of the Company a written notice of revocation or
a duly executed proxy card bearing a later date, or by attending the Annual
Meeting and electing to vote in person.
<PAGE> 5
ELECTION OF DIRECTORS
In accordance with the Company's Bylaws, the Board has fixed the number of
Directors constituting the Board at five. It is proposed that five directors be
elected, each to hold office until his or her successor shall have been elected
and qualified. The Board of Directors has proposed that the following nominees
be elected at the Annual Meeting: Jeffrey P. Bezos, Tom A. Alberg, Scott D.
Cook, L. John Doerr and Patricia Q. Stonesifer. Unless otherwise instructed, it
is the intention of the persons named as proxies on the accompanying proxy card
to vote shares represented by properly executed proxies for such nominees.
Although the Board of Directors anticipates that the five nominees will be
available to serve as Directors of the Company, if any of them should be
unwilling or unable to serve, it is intended that the proxies will be voted for
the election of such substitute nominee or nominees as may be designated by the
Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH NOMINEE.
NOMINEES FOR THE BOARD OF DIRECTORS
Biographical information regarding each of the nominees for the Board of
Directors is set forth below:
Jeffrey P. Bezos, age 34, has been President and Chairman of the Board of
the Company since founding it in 1994, and Chief Executive Officer since May
1996, and served as Treasurer and Secretary from May 1996 to March 1997. From
December 1990 to June 1994, Mr. Bezos was employed by D.E. Shaw & Co., a Wall
Street investment firm, becoming Senior Vice President in 1992. From April 1988
to December 1990, Mr. Bezos was employed by Bankers Trust Company, becoming Vice
President in February 1990. Mr. Bezos received his B.S. in Electrical
Engineering and Computer Science, Summa Cum Laude, from Princeton University.
Tom A. Alberg, age 58, has been a Director of the Company since June 1996.
Mr. Alberg has been a principal in Madrona Investment Group, L.L.C., a private
merchant banking firm, since January 1996. From April 1991 to October 1995, he
was President and a director of LIN Broadcasting Corporation, and from July 1990
to October 1995, he was Executive Vice President of McCaw Cellular
Communication, Inc.; both companies were providers of cellular telephone
services and are now part of AT&T Corp. Prior to 1990, Mr. Alberg was a partner
of the law firm Perkins Coie, where he also served as Chairman of the firm's
Executive Committee. Mr. Alberg is also a director of Active Voice Corporation,
Advanced Digital Information Corporation, Emeritus Corporation, Mosaix, Inc.,
Teledesic Corporation and Visio Corporation. Mr. Alberg received his B.A. from
Harvard University and his J.D. from Columbia University.
Scott D. Cook, age 45, has been a Director of the Company since January
1997. Mr. Cook co-founded Intuit, Inc., a leading personal finance, tax and
accounting software company, in 1983, served as President and Chairman of the
Board of Intuit since that time until April 1994 and has served as its Chairman
of the Board since April 1994. Prior to co-founding Intuit, Mr. Cook was a
consultant for Bain & Company, a strategy consulting firm, and a brand manager
for Proctor & Gamble. Mr. Cook is also a director of Broderbund Software, Inc.
and Intuit. Mr. Cook received his B.A. in Mathematics and Economics from the
University of Southern California and his M.B.A. from Harvard Business School.
L. John Doerr, age 46, has been a Director of the Company since June 1996.
Mr. Doerr has been a general partner of Kleiner Perkins Caufield & Byers, a
venture capital firm, since September 1980. Prior to joining Kleiner Perkins
Caufield & Byers, Mr. Doerr was employed by Intel Corporation for five years.
Mr. Doerr is also a director of Intuit, Macromedia, Inc., Netscape
Communications Corporation, Platinum Software, Inc. and Sun Microsystems, as
well as several private companies. Mr. Doerr received his M.E.E. and B.S.E.E.
from Rice University and his M.B.A. from Harvard Business School.
Patricia Q. Stonesifer, age 41, has been a Director of the Company since
February 1997. Ms. Stonesifer is President and Chairman of the Board of the
Gates Library Foundation, which is dedicated to partnering with public libraries
to bring access to computers, the Internet and digital information for patrons
in low-income communities in the United States and Canada. Prior to joining the
Gates Library Foundation, Ms. Stonesifer ran her own management consulting firm
whose clients included DreamWorks SKG. From 1988 to 1997,
2
<PAGE> 6
Ms. Stonesifer worked in many roles at Microsoft, most recently as Senior Vice
President of the Interactive Media Division. In that role, she managed
Microsoft's investment in new online content and service products, notably MSNBC
on the Internet. Ms. Stonesifer is a director of the Fund for America's
Libraries and Kinko's, Inc. Ms. Stonesifer received her B.A. in General Studies
from Indiana University.
COMPENSATION OF DIRECTORS
Directors of the Company do not receive cash compensation for their
services as Directors or members of committees of the Board of Directors, but
are reimbursed for their reasonable expenses incurred in attending meetings of
the Board of Directors. In January 1997, the Company granted Mr. Cook, a
Director of the Company, an option to purchase 60,000 shares of Common Stock at
an exercise price of $1.3333 per share. In February 1997, the Company granted
Ms. Stonesifer, a Director of the Company, an option to purchase 60,000 shares
of Common Stock at an exercise price of $2.6666 per share. The Company currently
intends to compensate future outside Directors through the grant of options.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee currently consists of Mr. Doerr and Ms.
Stonesifer. In February 1997, Ms. Stonesifer, a member of the Compensation
Committee, purchased 2,500 shares of the Company's Series A Preferred Stock at
$40.00 per share. See "Certain Transactions."
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
During 1997, there were eight meetings of the Board of Directors. All
Directors attended at least 75% of the meetings of the Board of Directors and
the committees of which they were members.
The Board of Directors has established an Audit Committee and a
Compensation Committee. Each of these committees is responsible to the full
Board of Directors. The functions performed by these committees are summarized
below:
Audit Committee. Among other functions, the Audit Committee makes
recommendations to the Board of Directors regarding the selection of independent
auditors, reviews the results and scope of the audit and other services provided
by the Company's independent auditors, reviews the Company's balance sheet,
statement of operations and cash flows and reviews and evaluates the Company's
internal control functions. The members of this committee are Mr. Alberg and Ms.
Stonesifer. The Audit Committee met four times in 1997.
Compensation Committee. The Compensation Committee reviews and approves the
compensation and benefits for the Company's executive officers, administers the
Company's stock option plans and makes recommendations to the Board of Directors
regarding such matters. The members of this committee are Mr. Doerr and Ms.
Stonesifer. The Compensation Committee did not meet in 1997, but acted by
unanimous written consent during that year.
3
<PAGE> 7
BENEFICIAL OWNERSHIP OF SHARES
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of March 1, 1998 by (i) each person or entity
known by the Company to beneficially own more than 5% of the Common Stock, (ii)
each Director of the Company, (iii) each officer of the Company for whom
compensation information is given in the Summary Compensation Table in this
Proxy Statement, and (iv) all Directors and executive officers as a group.
Except as otherwise indicated, the Company believes that the beneficial owners
of the Common Stock listed below, based on information furnished by such owners,
have sole voting and investment power with respect to such shares.
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF SHARES SHARES
NAME AND ADDRESS BENEFICIALLY OWNED OUTSTANDING
---------------- ------------------ -------------
<S> <C> <C>
Jeffrey P. Bezos................................. 9,885,000 41.0%
c/o Amazon.com, Inc.
1516 Second Avenue
Seattle, WA 98101
Tom A. Alberg(1)................................. 191,000 *
1000 Second Avenue, #3700
Seattle, WA 98104
Scott D. Cook(2)................................. 75,000 *
P.O. Box 7850
M/S 2475
Mountain View, CA 94039
L. John Doerr(3)................................. 2,883,397 12.0
c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
Patricia Q. Stonesifer(4)........................ 75,000 *
P.O. Box 97070
Redmond, WA 98073
George T. Aposporos(5)........................... 86,668 *
Richard L. Dalzell(6)............................ 125,000
Oswaldo-Fernando Duenas(7)....................... 125,000 *
Sheldon J. Kaphan(8)............................. 1,094,051 4.5
Joel R. Spiegel(9)............................... 150,000 *
Kleiner Perkins Caufield & Byers................. 2,749,070 11.4
2750 Sand Hill Road
Menlo Park, CA 94025
Jacklyn Gise Bezos and Miguel A. Bezos(10)....... 1,571,244 6.5
200 Park Avenue
Florham Park, NJ 07932
All Directors and Executive Officers as a group
(13 persons)(11)............................... 15,231,121 60.6
</TABLE>
- ---------------
* Less than 1%
(1) Includes 84,000 shares issuable upon the exercise of stock options
exercisable within 60 days of March 1, 1998.
(2) Includes 60,000 shares issuable upon the exercise of stock options
exercisable within 60 days of March 1, 1998, 48,000 of which are subject to
repurchase by the Company at the original exercise price in the event of
termination of services of holder, which right lapses over time in
accordance with a vesting schedule.
(3) Includes 2,749,070 shares owned by Kleiner Perkins Caufield & Byers VIII, a
California limited partnership ("Kleiner"), 85,410 shares owned by KPCB
Information Sciences Zaibatsu Fund II, L.P. ("ZFII"), 7,948 shares owned by
L.J. Doerr Children's Trust ("Doerr Trust"), 159 shares owned by the LJD
Trust VIII ("Trust VIII") and 1,610 shares owned by LJD Ventures II
("Ventures II").
4
<PAGE> 8
L. John Doerr is Trustee of the Doerr Trust, Trust VIII and Ventures II.
Mr. Doerr is general partner of KPCB Associates VIII, L.P., a California
limited partnership ("Associates VIII"), which is a general partner of
Kleiner. Mr. Doerr is also a general partner of KPCB Associates VII, L.P.,
a California limited partnership, which is the limited partner of ZFII. Mr.
Doerr disclaims beneficial ownership of shares of Common Stock held
directly by Kleiner, Associates VIII, ZFII, Doerr Trust, Trust VIII and
Ventures II, except to the extent of any indirect pecuniary interest in his
distributive shares therein.
(4) Includes 60,000 shares issuable upon the exercise of stock options
exercisable within 60 days of March 1, 1998, 48,000 of which are subject to
repurchase by the Company at the original exercise price in the event of
termination of services of holder, which right lapses over time in
accordance with a vesting schedule.
(5) Represents 86,668 shares issuable upon the exercise of stock options
exercisable within 60 days of March 1, 1998, all of which are subject to
repurchase by the Company at the original exercise price in the event of
termination of services of holder, which right lapses over time in
accordance with a vesting schedule.
(6) Represents 125,000 shares issuable upon the exercise of stock options
exercisable within 60 days of March 1, 1998, all of which are subject to
repurchase by the Company at the original exercise price in the event of
termination of services of holder, which right lapses over time in
accordance with a vesting schedule.
(7) Includes 114,000 shares issuable upon the exercise of stock options that
were, as of March 1, 1998, exercisable within 60 days of March 1, 1998. As
of April 4, 1998, Mr. Duenas was no longer an employee of the Company, as a
result of which all but options for 9,000 shares were terminated.
(8) Includes 286,032 shares issued upon exercise of stock options that are
subject to repurchase by the Company at the original exercise price in the
event of termination of services of holder, which right lapses over time in
accordance with a vesting schedule.
(9) Includes 15,000 shares subject to repurchase by the Company at the original
exercise price paid for such shares, which right lapses over time in
accordance with a vesting schedule. Also includes 135,000 shares issuable
upon the exercise of stock options exercisable within 60 days of March 1,
1998, of which 120,000 are subject to repurchase by the Company at the
original exercise price in the event of termination of services of holder,
which right lapses over time in accordance with a vesting schedule.
(10) Represents 768,216 shares held by the Jacklyn Gise Bezos 1996 Revocable
Trust of which Jacklyn Gise Bezos is Trustee, 243,750 shares held by the
Bezos Family Trust of 1997 of which Jacklyn Gise Bezos is Trustee, 56,250
shares held by the Bezos Generation-Skipping Trust of 1997 of which Jacklyn
Gise Bezos is Trustee and 503,028 shares held by the Miguel A. Bezos 1996
Revocable Trust of which Miguel A. Bezos is Trustee. Miguel A. Bezos is the
spouse of Jacklyn Gise Bezos. Power to vote or direct the vote of, and
power to dispose or to direct the disposition of, the reported shares is
deemed to be shared between Jacklyn Gise Bezos and Miguel A. Bezos. Jacklyn
Gise Bezos denies beneficial ownership of the shares held by the Miguel A.
Bezos 1996 Revocable Trust. Miguel A. Bezos denies beneficial ownership of
the shares held by the Jacklyn Gise Bezos 1996 Revocable Trust, the Bezos
Family Trust of 1997 and the Bezos Generation-Skipping Trust of 1997.
(11) Includes 989,323 shares issuable upon the exercise of stock options
exercisable within 60 days of March 1, 1998, 836,323 of which are subject
to repurchase by the Company at the original exercise price in the event of
termination of employment or services, which right lapses over time in
accordance with vesting schedules.
5
<PAGE> 9
EXECUTIVE COMPENSATION
COMPENSATION SUMMARY
The following table sets forth for the year ended 1997 the compensation
received by: (i) the Company's Chief Executive Officer, (ii) the Company's other
four most highly compensated executive officers based on salary and bonus for
the year ended December 31, 1997, and (iii) Oswaldo-Fernando Duenas, a former
employee of the Company who served as an executive officer of the Company for a
portion of 1997 (collectively, the "named executive officers"). No other
executive officer of the Company who held office at December 31, 1996 met the
definition of "highly compensated" within the meaning of the executive
compensation rules of the Securities and Exchange Commission (the "SEC").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
------------
ANNUAL COMPENSATION SECURITIES ALL OTHER
NAME AND -------------------------- UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR SALARY($)(1) BONUS($)(2) OPTIONS(#) ($)(3)
------------------ ---- ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Jeffrey Bezos, 1997 $ 79,197 -- -- --
President and Chief Executive Officer 1996 $ 64,333 -- -- --
George Aposporos, 1997 $ 91,966 $ 22,379 120,000 $ 7,621
Vice President of Business Development
Richard Dalzell, 1997 $ 92,871 $149,174 125,000 $23,747
Vice President and Chief Information
Officer
Oswaldo-Fernando Duenas, 1997 $129,851 $ 25,000 180,000 --
Vice President of Operations
Sheldon Kaphan, 1997 $ 97,601 $ 30,000 -- --
Vice President and Chief Technology
Officer
Joel Spiegel, 1997 $ 89,302 $ 30,000 150,000 --
Vice President of Engineering
</TABLE>
- ---------------
(1) Amounts shown for Messrs. Aposporos, Dalzell, Duenas and Spiegel represent
base salaries paid after they commenced employment with the Company on May
9, 1997, September 2, 1997, January 8, 1997 and March 17, 1997,
respectively.
(2) Amounts paid to Messrs. Aposporos, Dalzell, Duenas and Spiegel represent
signing bonuses.
(3) Amounts shown represent reimbursement by the Company of relocation expenses.
6
<PAGE> 10
OPTION GRANTS IN 1997
The following table sets forth information concerning the grant of stock
options during 1997 to the named executive officers.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------
PERCENT OF
TOTAL POTENTIAL REALIZABLE VALUE
NUMBER OF OPTIONS AT ASSUMED ANNUAL RATES
SECURITIES GRANTED TO OF STOCK PRICE APPRECIATION
UNDERLYING EMPLOYEES EXERCISE FOR OPTION TERM(1)
OPTIONS IN FISCAL PRICE EXPIRATION ---------------------------
NAME GRANTED(#)(2) YEAR ($/SHARE)(3) DATE 5%($) 10%($)
---- ------------- ---------- ------------ ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Jeffrey Bezos.......... -- -- -- -- -- --
George Aposporos....... 120,000 4.21% $ 12 5/9/07 $ 905,608 $2,294,989
Richard Dalzell........ 125,000 4.38% $25.312 8/22/07 $1,989,862 $5,042,701
Oswaldo-Fernando
Duenas............... 180,000 6.31% $ 1.333 1/8/07 $ 150,935 $ 382,498
Sheldon Kaphan......... -- -- -- -- -- --
Joel Spiegel........... 150,000 5.26% $ 4.667 3/3/07 $ 440,227 $1,115,621
</TABLE>
- ---------------
(1) The dollar amounts under these columns are the result of calculations at the
5% and 10% rates required by applicable regulations of the SEC and,
therefore, are not intended to forecast possible future appreciation, if
any, of the Common Stock price. Assumes all options are exercised at the end
of their respective ten-year terms. Actual gains, if any, on stock option
exercises depend on the future performance of the Common Stock and overall
market conditions, as well as the holders' continued employment through the
vesting period. The amounts reflected in this table may not be achieved.
(2) Generally, options are fully exercisable, subject to a deferral of
exercisability in certain circumstances to preserve their qualification as
incentive stock options. The shares purchasable upon exercise of such
options are subject to repurchase by the Company at the original exercise
price paid per share in the event of the optionee's termination of
employment prior to the vesting of such shares. In this context, "vesting"
means that the shares subject to, or issued on exercise of, options are no
longer subject to repurchase by the Company. Shares subject to, or issued
upon exercise of, options generally vest at the rate of 1/5 on the first and
second anniversaries of the optionee's date of hire, and 1/20 at the end of
each three month period thereafter until fully vested. See "Employment
Contracts, Termination of Employment and Change of Control Arrangements."
(3) All options were granted at fair market value on the date of grant. Prior to
the Company's initial public offering, fair market value was established in
good faith by the Company's Board of Directors based on several factors;
subsequent to the Company's initial public offering, fair market value is
based on the average of the high and low per share sales price for the
Common Stock as reported by the Nasdaq National Market on the date of grant.
7
<PAGE> 11
OPTION EXERCISES IN 1997 AND FISCAL YEAR-END OPTION VALUES
The following table sets forth information concerning the exercise of stock
options during 1997 by the named executive officers and their options
outstanding at fiscal year-end.
AGGREGATED OPTION EXERCISES IN 1997 AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF SECURITIES UNDERLYING IN-THE-MONEY
SHARES UNEXERCISED OPTIONS AT OPTIONS AT
ACQUIRED ON VALUE FISCAL YEAR-END(#) FISCAL YEAR-END($)(1)
EXERCISE REALIZED --------------------------------- ---------------------------
NAME (#)(2) ($)(3) EXERCISABLE(2) UNEXERCISABLE(4) EXERCISABLE UNEXERCISABLE
---- ----------- -------- -------------- ---------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Jeffrey Bezos........ -- -- -- -- -- --
George Aposporos..... -- -- 78,335 41,665 $3,779,664 $2,010,336
Richard Dalzell...... -- -- 125,000 -- $4,367,188 --
Oswaldo-Fernando
Duenas............. -- -- 75,000 105,000 $4,418,750 $6,186,250
Sheldon Kaphan....... 762,786 $991,299 -- -- -- --
Joel Spiegel......... 15,000 -- 135,000 -- $7,503,750 --
</TABLE>
- ---------------
(1) Amounts equal the closing price of the Common Stock on December 31, 1997
($60.25 per share), less the option exercise price, multiplied by the number
of shares exercisable or unexercisable.
(2) Shares purchased or purchasable on exercise of options may be subject to
repurchase by the Company at the original exercise price paid per share in
the event of the optionee's termination of services prior to the vesting of
such shares according to a vesting schedule. In this context, "vesting"
means that the shares subject to, or issued on exercise of, options are no
longer subject to repurchase by the Company.
(3) "Value Realized" represents the fair value of the underlying securities on
the exercise date minus the exercise price of such options. "Value Realized"
does not take into consideration whether any of the underlying securities
are or have been subject to a right of repurchase, at the exercise price
paid per share, in favor of the Company.
(4) Exercisability of option has been deferred to preserve its qualification as
an incentive stock option.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company offers compensation packages designed to attract and retain
outstanding employees and to encourage and reward the achievement of corporate
goals. Compensation currently includes a competitive combination of salaries,
benefits and stock options. Through broad-based employee ownership of Company
stock, the Company seeks to align employee financial interests with long-term
stockholder value.
Executive officers receive total compensation packages in line with their
responsibilities and expertise. The Company believes that the majority of an
executive's compensation should be closely tied to overall Company performance.
Accordingly, salaries for executive officers in most cases are relatively low
and each executive officer receives a significant stock option grant when he or
she joins the Company.
Base Salaries. Salaries for the Company's executive officers are based on
the executive's contribution to Company performance, level of responsibility,
experience and breadth of knowledge. The Compensation Committee also utilizes
salary surveys for reference purposes, but its salary determinations are not
targeted to a specific level of comparable compensation. The companies in the
salary survey include some but not all of the companies in the Morgan Stanley
High Technology Index, the peer-group index shown in the Stock Price Performance
Graph below. Base salaries for executive officers generally are designed to be
significantly less than those paid by competitors in the electronic commerce and
software industries. These lower base salaries are combined with large stock
option grants so that the major portion of the executive's pay is tied to
Company performance. In 1997, base salaries for executive officers generally
were not increased.
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Stock-Based Compensation. The Company seeks to tie the long-term interests
of its executive officers to those of its stockholders. As a result, each
executive officer receives a significant stock option grant when he or she joins
the Company. Grant sizes are determined based on various subjective factors,
primarily related to the individual's anticipated contribution to the Company's
success. At this time, the Company does not anticipate granting stock options to
executive officers other than at the time of hire, in connection with certain
promotions and in other special circumstances.
Other Compensation. The Company pays bonuses to its executive officers only
under special circumstances. In 1997, the Company hired several executive
officers and paid each of them signing bonuses to encourage them to join the
Company and to compensate them for relocation expenses.
Chief Executive Officer Compensation. Mr. Bezos received $79,197 in cash
compensation from the Company during 1997. Mr. Bezos' compensation was
considerably less than would have been warranted by the Company's performance
during 1997 and Mr. Bezos' very significant contribution to that performance as
President and Chief Executive Officer. However, due to Mr. Bezos' substantial
ownership in the Company (approximately 41%), the Company did not provide him
with additional compensation during 1997.
The Compensation Committee will evaluate the Company's compensation
policies on an ongoing basis to determine whether they enable the Company to
attract, retain and motivate key personnel. To meet these objectives, the
Company may from time to time increase salaries, award additional stock options
or provide other short- and long-term incentive compensation to executive
officers, including Mr. Bezos.
Compensation payments in excess of $1 million to the Chief Executive
Officer or other four most highly compensated executive officers are subject to
a limitation on deductibility for the Company under Section 162(m) of the
Internal Revenue Code of 1986, as amended. Certain performance-based
compensation is not subject to the limitation on deductibility. The Compensation
Committee does not expect cash compensation in 1998 to its Chief Executive
Officer or any other executive officer to be in excess of $1 million. The
Company intends to maintain qualification of its 1994 Stock Option Plan and 1997
Stock Option Plan for the performance-based exception to the $1 million
limitation on deductibility of compensation payments.
The Compensation Committee
L. John Doerr
Patricia Stonesifer
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STOCK PRICE PERFORMANCE GRAPH
The graph set forth below compares cumulative total return on the Common
Stock with the cumulative total return of the Nasdaq Total U.S. Index and the
Morgan Stanley High Technology Index, resulting from an initial assumed
investment of $100 in each and assuming the reinvestment of any dividends, for
the period beginning on the date of the Company's initial public offering of the
Common Stock (the "Offering") on May 15, 1997 and ending on December 31, 1997.
Stock price performance shown in the Performance Graph for the Common Stock is
historical and not necessarily indicative of future price performance.
[Performance Graph]
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL
ARRANGEMENTS
OPTION PLANS
1994 Stock Option Plan. In the event of a sale of all or substantially all
of the Company's assets, merger or reorganization in which the Company is not
the surviving corporation, or the sale or other transfer of more than 50% of the
outstanding shares of Common Stock (each, a "Terminating Event"), the
Compensation Committee may determine whether provision will be made for
assumption of or substitution for the stock options granted under the Company's
1994 Stock Option Plan by the successor corporation. If the Compensation
Committee determines that no such assumption or substitution will be made, all
options will become fully vested and each optionee will have the right to
exercise any unexercised and unexpired options within 30 days from the date of
notice of such determination. With respect to options granted prior to December
20, 1996, Terminating Events also include the sale of a material division of the
Company, an acquisition by the Company resulting in an extraordinary expansion
of the Company and a material change in the capital structure of the Company
(excluding the issuance of securities of the Company for adequate consideration
and the conversion into Common Stock of convertible securities of the Company).
1997 Stock Option Plan. In the event of (i) the merger or consolidation of
the Company in which it is not the surviving corporation pursuant to which
shares of Common Stock are converted into cash, securities or other property
(other than a merger in which holders of Common Stock immediately before the
merger have the same proportionate ownership of the capital stock of the
surviving corporation immediately after the
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merger), (ii) the sale, lease, exchange or other transfer of all or
substantially all of the Company's assets (other than a transfer to a
majority-owned subsidiary), or (iii) the approval by the holders of Common Stock
of any plan or proposal for the Company's liquidation or dissolution (each, a
"Corporate Transaction"), the Compensation Committee will determine whether
provision will be made in connection with the Corporate Transaction for the
assumption of the options under the Company's 1997 Stock Option Plan or
substitution of appropriate new options covering the stock of the successor
corporation or an affiliate of the successor corporation. If the Compensation
Committee determines that no such assumption or substitution will be made, each
outstanding option under the 1997 Stock Option Plan will automatically
accelerate so that it will become 100% vested and exercisable immediately before
the Corporate Transaction, except that acceleration will not occur if, in the
opinion of the Company's accountants, it would render unavailable "pooling of
interests" accounting for the Corporate Transaction.
DALZELL EMPLOYMENT ARRANGEMENTS
In the event of the termination of employment of Richard L. Dalzell by the
Company within three years of the date he commenced employment, the Company has
agreed to pay Mr. Dalzell the greater of $100,000 or six months' base salary.
PROPOSAL TO APPROVE AN AMENDMENT TO
THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE
THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Board of Directors has unanimously adopted, subject to stockholder
approval, an amendment to Article 4 of the Company's Restated Certificate of
Incorporation to increase the number of authorized shares of Common Stock from
100,000,000 shares to 300,000,000 shares. The text of the first sentence of
Article 4, as it is proposed to be amended, is as follows:
The total authorized stock of this corporation shall consist of 300
million shares of Common Stock having a par value of $.01 per share and 10
million shares of Preferred Stock having a par value of $.01 per share.
The additional Common Stock to be authorized by adoption of the proposed
amendment would have rights identical to the currently outstanding Common Stock
of the Company. Adoption of the proposed amendment and issuance of the Common
Stock would not affect the rights of the holders of currently outstanding Common
Stock, except for effects incidental to increasing the number of shares of the
Common Stock outstanding, such as dilution of the earnings per share and voting
rights of current holders of Common Stock. The holders of Common Stock do not
presently have preemptive rights to subscribe for the additional Common Stock
proposed to be authorized. If the amendment is adopted, it will become effective
upon filing of a Certificate of Amendment of the Company's Restated Certificate
of Incorporation with the Secretary of State of Delaware.
Under the present Restated Certificate of Incorporation, the Company has
the authority to issue 100,000,000 shares of Common Stock, $.01 par value per
share, and 10,000,000 shares of Preferred Stock, $.01 par value per share. At
March 1, 1998, 24,153,932 shares of Common Stock were issued and outstanding and
no shares of Preferred Stock were outstanding. Accordingly, as of March 1, 1998,
after taking into account the shares reserved for issuance upon the exercise of
Company stock options and upon the conversion or exercise of certain warrants
issued by the Company, there remained approximately 66,142,854 shares of Common
Stock available for issuance. The proposed amendment would provide for an
additional 200,000,000 shares of Common Stock available for issuance.
The purpose of the increase in authorized shares is to provide additional
shares of Common Stock that could be issued for corporate purposes without
further stockholder approval unless required by applicable law or regulation.
The Company currently expects that purposes for additional shares will include
paying stock dividends or subdividing outstanding shares through stock splits,
effecting acquisitions of other businesses or properties, providing equity
incentives to employees, officers or directors, establishing strategic
relationships
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with other companies, and securing additional financing for the operation of the
Company through the issuance of additional shares. The Board of Directors
believes that it is in the best interests of the Company to have additional
shares of Common Stock authorized at this time in order to alleviate the expense
and delay of holding a special meeting of stockholders if and when there is a
need to issue additional shares of Common Stock.
The additional shares of Common Stock that would become available for
issuance if the proposed amendment were adopted could also be used by the
Company to oppose a hostile takeover attempt or delay or prevent changes of
control (whether by merger, tender offer, proxy contest or assumption of control
by holder of a large block of the Company's securities) or changes in or removal
of management of the Company. For example, without further stockholder approval,
the Board of Directors could strategically sell shares of Common Stock in a
private transaction to purchasers who would oppose a takeover or favor the
current Board of Directors. Although this proposal to increase the number of
authorized shares of Common Stock has been prompted by business and financial
considerations, not by the threat of any attempt to accumulate shares or
otherwise gain control of the Company (nor is the Board of Directors currently
aware of any such attempts directed at the Company), stockholders nevertheless
should be aware that approval of the proposal could facilitate future efforts by
the Company to deter or prevent changes of control of the Company, including
transactions in which the stockholders might otherwise receive a premium for
their shares over then-current market prices or benefit in some other manner.
The Company's Bylaws contain certain provisions that could have an
anti-takeover effect, including provisions permitting the Company's Board of
Directors to postpone the Company's annual meeting of stockholders for up to 120
days, providing that stockholders may call a special meeting of stockholders
only if they hold, in aggregate, at least 30% of the outstanding shares entitled
to vote on any issue proposed to be considered at such meeting, and providing
that a stockholder must give notice to the Company, at least 60, and not more
than 90, days prior to the date of the annual meeting of stockholders, of any
business (including director nominations) to be brought before the meeting by
such stockholder. In addition, the authority granted by the Company's Restated
Certificate of Incorporation to the Board of Directors to fix the designations,
powers, preferences, rights, qualifications, limitations and restrictions of any
class or series of the Company's stock could be used for anti-takeover purposes.
The proposal to increase the number of authorized shares of Common Stock,
however, is not part of any plan to adopt a series of amendments having an
anti-takeover effect, and the Company's management presently does not intend to
propose anti-takeover measures in future proxy solicitations.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENT TO
THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK.
CERTAIN TRANSACTIONS
In 1997, the Company sold 2,500 shares of Series A Preferred Stock at
$40.00 per share to each of Scott D. Cook and Patricia Q. Stonesifer. At the
time of the Company's initial public offering the shares of each of Mr. Cook and
Ms. Stonesifer were converted into 15,000 shares of Common Stock.
In October 1997, the Company made a one-year, no-interest loan in the
aggregate amount of $75,000 to Richard L. Dalzell in connection with his
relocation to Seattle, Washington and the commencement of his employment with
the Company.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's Directors and executive officers, and persons who own more than
10% of a registered class of the Company's securities, to file with the SEC
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Officers, Directors and
greater-than-10% stockholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.
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<PAGE> 16
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, the Company believes that, during the year ended December
31, 1997, its officers, Directors and greater-than-10% stockholders complied
with all Section 16(a) filing requirements.
AUDITORS
The Company has selected Ernst & Young LLP to continue as its independent
public accountants for the fiscal year ending December 31, 1998. Representatives
of Ernst & Young LLP are expected to attend the Annual Meeting and will have an
opportunity to make a statement or to respond to appropriate questions from
stockholders.
EXPENSES OF SOLICITATION
The accompanying proxy is solicited by and on behalf of the Board of
Directors, and the entire cost of such solicitation will be borne by the
Company. Corporate Investors Communications, Inc. will distribute proxy
materials to beneficial owners, and may solicit proxies by personal interview,
mail, telephone and telegram, and will request brokerage houses and other
custodians, nominees and fiduciaries to forward soliciting material to the
beneficial owners of the Common Stock held on the record date by such persons.
The Company will pay Corporate Investors Communications, Inc. $3,000 for its
services and will reimburse Corporate Investors Communications, Inc. for
payments made to brokers and other nominees for their expenses in forwarding
solicitation materials. Solicitation also may be by personal interview,
telephone and telegram by Directors, officers and other employees of the Company
without special compensation.
OTHER MATTERS
The Company knows of no other matters that are likely to be brought before
the Annual Meeting. If, however, other matters not now known or determined
properly come before the Annual Meeting, the persons named as proxies in the
enclosed proxy card or their substitutes will vote such proxy in accordance with
their discretion with respect to such matters.
PROPOSALS OF STOCKHOLDERS
To be considered for inclusion in the Proxy Statement and proxy card for
the 1999 Annual Meeting of Stockholders, proposals of stockholders must be
received by the Secretary of the Company by December 21, 1998.
ANNUAL REPORT ON FORM 10-K
A copy of the Company's combined Annual Report to Stockholders and Annual
Report on Form 10-K for the year ended December 31, 1997 accompanies this Proxy
Statement. An additional copy will be furnished without charge to beneficial
stockholders or stockholders of record upon request to Investor Relations,
Amazon.com, Inc., 1516 Second Avenue, Seattle, Washington 98101.
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PROXY
AMAZON.COM, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Amazon.com, Inc., a Delaware corporation
(the "Company"), hereby appoints Jeffrey P. Bezos and Joy D. Covey, or either
of them, with full power of substitution in each, as proxies to cast all votes
which the undersigned stockholder is entitled to cast at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held on Thursday, May 28, 1998, at
11:00 a.m., local time, at the Seattle Art Museum, 100 University Street,
Seattle, Washington, 98101, and any adjournments or postponements thereof upon
the matters set forth on the reverse side of this Proxy Card.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. UNLESS DIRECTION IS GIVEN, THIS PROXY
WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES LISTED IN THE ACCOMPANYING
PROXY STATEMENT, "FOR" THE AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF
INCORPORATION AND IN ACCORDANCE WITH THE DISCRETION OF THE PROXIES AS TO OTHER
MATTERS.
The undersigned hereby acknowledges receipt of the Company's Proxy
Statement and hereby revokes any proxy or proxies previously given.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
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<PAGE> 18
Please mark
your votes [ X ]
like this
FOR WITHHOLD
the nominees AUTHORITY
listed below (except to vote for all
as indicated below nominees
1. Election of five directors,
each to hold office until [ ] [ ]
his or her successor shall
have been elected and
qualified.
Nominees: Jeffrey P. Bezos,
Tom A. Alberg, Scott D. Cook,
L. John Doerr and Patricia Q.
Stonesifer
INSTRUCTION: To withhold authority
to vote for any nominee write that
nominee's name in this space.
----------------------------------
FOR AGAINST ABSTAIN
2. Approval of Amendment to the
Company's Restated Certificate [ ] [ ] [ ]
of Incorporation.
3. In their discretion, the
proxies are authorized to vote
upon such other matters as may
properly come before the
meeting or any adjournments or
postponements thereof.
I PLAN TO ATTEND THE MEETING [ ]
Please sign below exactly as your
name appears on this Proxy Card. If
shares are registered in more than
one name, the signatures of all
such persons are required. A
corporation should sign in its full
corporate name by a duly authorized
officer, stating his/her title.
Trustees, guardians, executors and
administrators should sign in their
official capacity, giving their
full title as such. If a
partnership, please sign in the
partnership name by authorized
person(s).
If you receive more than one Proxy Card, please sign and return all such cards
in the accompanying envelope.
Signature(s) Date
--------------------------------------------- -----------------
Please sign, date and return this proxy card today, using the enclosed envelope.
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* FOLD AND DETACH HERE *
