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ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On September 9, 2020, the Board of Directors of Amazon.com, Inc. (the “Company”) elected General (Ret.) Keith B. Alexander as a director of the Company, and also appointed him to the Audit Committee of the Board. Gen. Alexander is Co-Chief Executive Officer, President, and Chairman of IronNet Cybersecurity, Inc., a cybersecurity technology company he founded in 2014. Gen. Alexander served as the Commander of U.S. Cyber Command from May 2010 to March 2014 and was Director of the National Security Agency and Chief of the Central Security Service from August 2005 to March 2014. Gen. Alexander served as a director of CSRA, Inc., an information technology provider to the U.S. government, from November 2015 to April 2018. In connection with his election, Gen. Alexander was granted a restricted stock unit award under the Company’s 1997 Stock Incentive Plan for 288 shares of common stock of the Company, to vest in three equal annual installments beginning on November 15, 2021, assuming continued service as a director. Gen. Alexander also entered into an indemnification agreement with the Company in the same form as its other directors have entered, which is filed as an exhibit to Amendment No. 1, filed April 21, 1997, to the Company’s Registration Statement on Form S-1 (Registration No. 333-23795).