SEC Company Response from AMAZON COM (AMZN) — Jan 11, 2008
AMAZON COM INC
Date: Jan. 11, 2008 · CIK: 0001018724 · Accession: 0001193125-08-004922
AI Filing Summary & Sentiment
Referenced dates: August 21, 2007
Letter
Division of Corporation Finance Securities and Exchange Commission Re: Amazon.com, Inc. Definitive 14A Filed April 27, 2007 File No. 0-22513
Dear Ms. Quarles
On behalf of Amazon.com, Inc., this responds to your letter of December 6, 2007, regarding our Definitive Proxy Statement on Schedule 14A for the 2007 Annual Meeting of Shareholders (“2007 proxy statement”). Each of your comments is set forth below, followed by our response. Page references refer to the 2007 proxy statement.
Definitive Proxy Statement on Schedule 14A for the 2007 Annual Meeting of Shareholders
Compensation Discussion and Analysis, page 13
Comment 1
We note your response to comment 6 in our letter dated August 21, 2007 - Please identify all companies against which you benchmark total compensation or any material element of compensation - See Item 402(b)(2)(xiv) of Regulation S-K.
Response
While we review aggregated market base salary and total compensation information from third-party surveys, we exercise discretion in determining base salaries and equity grants and do not require that either be set at a specific level relative to what is reflected in the surveys.
Certain Relationships and Related Person Transactions, page 21
Comment 2
We note your response to comment 10 in our letter dated August 21, 2007 and reissue that comment. In addition to the disclosure you have undertaken to provide, please disclose the identity of the employee who shares the same household as Brian Valentine and the identity of the brothers of Kal Raman.
Response
In future filings, we will disclose the name of the employee who shares the same household as Brian Valentine, as well as the names of other employees for whom disclosure is required under Rule 404(a). Since Kal Raman left the Company in 2006, we no longer need to include disclosure regarding his brothers.
* * *
January 10, 2007
Page 2
As requested in your comment letter, we acknowledge that:
•
the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
•
staff comments or changes to disclosure in response to comments do not foreclose the Commission from taking any action with respect to the filing; and
•
the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
If you have any questions or further comments, please contact me at (206) 266-6475 (telephone) or (206) 266-7010 (facsimile).
Very truly yours,
/s/ L. Michelle Wilson
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CORRESP 1 filename1.htm Correspondence Letter January 10, 2007 Ellie Quarles Special Counsel Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Amazon.com, Inc. Definitive 14A Filed April 27, 2007 File No. 0-22513 Dear Ms. Quarles On behalf of Amazon.com, Inc., this responds to your letter of December 6, 2007, regarding our Definitive Proxy Statement on Schedule 14A for the 2007 Annual Meeting of Shareholders (“2007 proxy statement”). Each of your comments is set forth below, followed by our response. Page references refer to the 2007 proxy statement. Definitive Proxy Statement on Schedule 14A for the 2007 Annual Meeting of Shareholders Compensation Discussion and Analysis, page 13 Comment 1 We note your response to comment 6 in our letter dated August 21, 2007 - Please identify all companies against which you benchmark total compensation or any material element of compensation - See Item 402(b)(2)(xiv) of Regulation S-K. Response While we review aggregated market base salary and total compensation information from third-party surveys, we exercise discretion in determining base salaries and equity grants and do not require that either be set at a specific level relative to what is reflected in the surveys. Certain Relationships and Related Person Transactions, page 21 Comment 2 We note your response to comment 10 in our letter dated August 21, 2007 and reissue that comment. In addition to the disclosure you have undertaken to provide, please disclose the identity of the employee who shares the same household as Brian Valentine and the identity of the brothers of Kal Raman. Response In future filings, we will disclose the name of the employee who shares the same household as Brian Valentine, as well as the names of other employees for whom disclosure is required under Rule 404(a). Since Kal Raman left the Company in 2006, we no longer need to include disclosure regarding his brothers. * * * January 10, 2007 Page 2 As requested in your comment letter, we acknowledge that: • the Company is responsible for the adequacy and accuracy of the disclosure in the filing; • staff comments or changes to disclosure in response to comments do not foreclose the Commission from taking any action with respect to the filing; and • the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. If you have any questions or further comments, please contact me at (206) 266-6475 (telephone) or (206) 266-7010 (facsimile). Very truly yours, /s/ L. Michelle Wilson L. Michelle Wilson Senior Vice President, General Counsel and Secretary cc: Amazon.com Leadership Development and Compensation Committee Members Jeffrey P. Bezos President and Chief Executive Officer Thomas J. Szkutak Senior Vice President and Chief Financial Officer Anthony J. Galbato Vice President, Human Resources Ronald O. Mueller Gibson, Dunn & Crutcher LLP