Amazon's Letter to the SEC Regarding "the risks arising from the public debate over Amazon’s growth and societal impact" (AMZN)

From Amazon's D.C. attorney's, Gibson Dunn via the Securities and Exchange Commission:

January 9, 2018
VIA E- MAIL
Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE Washington, DC 20549

Re: Amazon.com , Inc.
Shareholder Proposal of AFL- CIO Reserve Fund
Exchange Act of 1934—Rule 14a-8

Ladies and Gentlemen:

This letter is to inform you that our client, Amazon.com , Inc. (the “Company”), intends to omit from its proxy statement and form of proxy for its 2018 Annual Meeting of Shareholders (collectively, the “2018 Proxy Materials ”) a shareholder proposal (the “Proposal”) and statement s in support thereof (the “Supporting Statement”) received from the AFL -CIO Reserve Fund (the “Proponent” ).

Pursuant to Rule 14a-8(j), we have:

• filed this letter with the Securities and Exchange Commission (the “Commission ”) no later than eighty (80) calendar days before the Company intends to file its definitive 2018 Proxy Materials with the Commission; and
• concurrently sent copies of this correspondence to the Proponent. 

Rule 14a- 8(k) and Staff Legal Bulletin No. 14D (Nov. 7, 2008) (“SLB 14D”) provide that shareholder proponents are required to send companies a copy of any correspondence that the proponents elect to submit to the Commission or the staff of the Division of Corporation Finance (the “ Staff”). Accordingly, we are taking this opportunity to inform the Proponent that if the Proponent elect s to submit additional correspondence to the Commission or the Staff with respect to this Proposal, a copy of that correspondence should be furnished concurrently to the undersigned on behalf of the Company pursuant to Rule 14a-8(k) and SLB 14D .

GIBSON DUNN
Office of Chief Counsel
Division of Corporation Finance
January 9, 2018
Page 2

THE PROPOSAL 

The Proposal r elates to the Company’s growth and commercial success . Specifically, the Proposal states:

RESOLVED, that shareholders of Amazon.com Inc. (“Amazon”) urge the Board of Directors (the “Board”) to analyze and report to shareholders on the risks arising from the public debate over Amazon’s growth and societal impact and how Amazon is managing or mitigating those risks. The report should address risks related to Amazon’s role in providing physical and digital infrastructure, use of and control over data about customers and competitors, increasing reliance on automation and influence on the quality and diversity of content.

In the Supporting Statement, the Proponent states that “[a]s Amazon has grown, so has public debate over its size, dominant platforms and impacts on key constituencies.” The Proponent then cites to numerous websites that appear to raise concerns about the Company’s growth, such as the Company’s “informational advantages in product development and pricing” and the Company’s “impact on places in which it operates.”

A copy of the Proposal, as well as related correspondence with the Proponent, is attached to this letter as Exhibit A .

BASE S FOR EXCLUSION...

...MUCH MORE (15 page PDF)

HT: International Business Times, "Amazon Aims To Block Its Own Shareholders’ Questions About Growth".

On a lighter note, after checking Amazon's Investor Relations page to see if the proxy materials were out yet (they are not) I did a quick Google search for Amazon rule 14A and the second hit to come up was:

Amazon.com : Rule 14A 3700 GPH Heavy Duty Bilge Pump, Non ...

https://www.amazon.com/Rule-3700-Heavy-Marine-Bilge/dp/B0747BGHK6