Amazon,com, Inc.; Rule 14a-8 no-action letter

GIBSON DUNN

Gibson, Dunn & Crutcher LLP

1050 Connectic ut Avenue, N.W. Wash ington, DC 20036-5306 Tel 202.955.8500 gibsondunn. com

Ronald O. Mueller Direct: 202.955.8671 Fax: 202.530.9569 RMueller@

March 13, 2020

VIA E-MAIL

Office of Chief Counsel Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, DC 20549

Re: , Inc. Shareholder Proposal of Mercy Investment Services and Dignity Health Securities Exchange Act of 1934--Rule 14a-8

Ladies and Gentlemen:

In a letter dated January 24, 2020, we requested that the staff of the Division of Corporation Finance concur that our client, , Inc. (the "Company"), could exclude from its proxy statement and form of proxy for its 2020 Annual Meeting of Shareholders a shareholder proposal (the "Proposal") and statement in support thereof received from Mercy Investment Services and Dignity Health.

Enclosed as Exhibit A is confirmation, received via email, from Caroline Boden of Mercy Investment Services, dated March 13, 2020, withdrawing the Proposal. Dignity Health in its submission authorized Mercy Investment Services to act on its behalf with respect to withdrawal of the Proposal. In reliance thereon, we hereby withdraw the January 24, 2020 no-action request relating to the Company's ability to exclude the Proposal pursuant to Rule 14a-8 under the Securities Exchange Act of 1934.

Beijing ? Bru sse ls ? Century City? Dall as ? Denver? Dubai? Frankfurt? Hong Kong? Houston? London ? Los Angeles? Munich New York? Orange County? Palo Alto? Pari s ? Sa n Francisco ? Sao Paul o ? Sin gapore? Was hington, D.C.

GIBSON DUNN

Office of Chief Counsel Division of Corporation Finance March 13, 2020 Page 2

Please do not hesitate to call me at (202) 955-8671 or Mark Hoffman, the Company's Vice President & Associate General Counsel, Corporate and Securities, and Legal Operations, and Assistant Secretary, at (206) 266-2132 if you have any questions. Sincerely,

Ronald O. Mueller Enclosure

cc: Mark Hoffman, , Inc. Caroline Boden, Mercy Investment Services Sister Mary Ellen Leciejewski, Dignity Health

GIBSON DUNN

EXHIBIT A

From: Caroline Boden Sent: Friday, March 13, 2020 8:53 AM To: zapolsky@ Subject: Amazon ESG Proposal Withdrawal

Dear Mr. Zapolsky,

Per our conversation with Michael Deal and other members of the Amazon team, please see the attached withdrawal letter concerning our shareholder proposal on board oversight of ESG risks associated with third-party sellers. Please consider this a written notice of withdrawal on behalf of Mercy Investment Services and all co-filers, and a hard copy will also be sent to you.

We appreciate the company's efforts to address these issues and look forward to continuing our collaborative engagement with you.

All the best, Caroline

Caroline Boden Shareholder Advocacy Manager Mercy Investment Services, Inc. 2039 North Geyer Road St. Louis, MO 63131 Office 314.909.4650 Fax 314.909.4694

January 24, 2020

Ronald O. Mueller Direct: +1 202.955.8671 Fax: +1 202.530.9569 RMueller@

VIA E-MAIL

Office of Chief Counsel Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, DC 20549

Re: , Inc. Shareholder Proposal of Mercy Investment Services and Dignity Health Securities Exchange Act of 1934--Rule 14a-8

Ladies and Gentlemen:

This letter is to inform you that our client, , Inc. (the "Company"), intends to omit from its proxy statement and form of proxy for its 2020 Annual Meeting of Shareholders (collectively, the "2020 Proxy Materials") a shareholder proposal (the "Proposal") and statements in support thereof (the "Supporting Statement") received from Mercy Investment Services and Dignity Health (the "Proponents").

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 2020 Proxy Materials with the Commission; and

concurrently sent a copy of this correspondence to the Proponents.

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 Proponents that if they elect 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.

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