This excerpt taken from the AMZN DEF 14A filed Apr 5, 2005.
ELECTION OF DIRECTORS
The Massachusetts State Carpenters Pension Fund, 350 Fordham Road, Wilmington, M.A. 01887, a shareholder that as of December 31, 2004 owned 9,500 shares of Common Stock, has notified the Company of its intention to propose the following resolution at the Annual Meeting. The affirmative vote of a majority of the outstanding shares of Common Stock present in person or represented by proxy and entitled to vote on the matter is required to adopt this shareholder proposal. Broker nonvotes will have no effect on the outcome of this matter. Abstentions will be counted as present at the Annual Meeting for purposes of this matter and will have the effect of a vote against the shareholder proposal. THE BOARD RECOMMENDS A VOTE AGAINST THIS SHAREHOLDER PROPOSAL.