HTML Preview Business Proposal Meeting Letter page number 1.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4561
April 7, 2010
Ronald O. Mueller
Gibson, Dunn & Crutcher LLP
1050 Connecticut Avenue, N.W.
Washington, DC 20036-5306
Re: Amazon.com, Inc.
Incoming letter dated March 30, 2010
Dear Mr. Mueller:
This is in response to your letter dated March 30,2010 concerning the shareholder
proposal submitted to Amazon.com by James McRitchie. We also have received a letter on
the proponent's behalf dated March 31, 2010. On March 22,2010, we issued our response
expressing our informal view that Amazon.com could not exclude the proposal from its
proxy materials for its upcoming anual meeting. You have asked us to reconsider
our
position.
We grant your reconsideration request, as there appears to be some basis for your
view that Amazon.com may exclude the proposal under rule 14a-8(i)(3), as vague and
indefinite. We note in paricular your view that it is not clear what "rights" the proposal
intends to.regulate. Accordingly, we wil not recommend enforcement action to the
Commission if Amazon.
com omits the proposal from its proxy materials in reliance on rule
14a-8(i)(3 ).
Sincerely,
Deputy Director,
Legal & Regulatory Policy
Enclosures
cc:
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