Form 8-K
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  February 18, 2022

_______________________________

AUTOZONE, INC.

(Exact name of registrant as specified in its charter)

_______________________________

Nevada1-1071462-1482048
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

123 South Front Street

Memphis, Tennessee 38103

(Address of Principal Executive Offices) (Zip Code)

(901) 495-6500

(Registrant's telephone number, including area code)

 

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareAZONew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 
 
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 18, 2022, the Board of Directors of AutoZone, Inc. (the “Company”) appointed Michael A. George and Brian Hannasch to the Company’s Board of Directors.

Mr. George previously served as President and Chief Executive Officer of Qurate Retail, Inc., and Mr. Hannasch currently serves as President and Chief Executive Officer of Alimentation Couche-Tard Inc.

The Company’s Board of Directors has elected Mr. George to serve on its Audit Committee and Mr. Hannasch to serve on its Compensation Committee.  Each will be compensated according to the Company’s standard compensation policies for non-employee directors as described in the Company’s Proxy Statement for its 2021 Annual Meeting of Stockholders.

There are no arrangements or understandings between Mr. George or Mr. Hannasch and any other person pursuant to which each director was promoted to his role, there are no family relationships between them and any director or other officer of the Company, and there are no transactions in which the Company is a party and in which they have a material interest subject to disclosure under Item 404(a) of Regulation S-K.

A copy of the press release issued by the Company on February 18, 2022 announcing the appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)       Exhibits

Exhibit No. Description
   
99.1 Press Release dated February 18, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 AUTOZONE, INC.
   
  
Date: February 18, 2022By: /s/ Kristen C. Wright        
  Kristen C. Wright
  Senior Vice President, General Counsel and Secretary
  

 

EdgarFiling

EXHIBIT 99.1

AutoZone Appoints New Board Members

MEMPHIS, Tenn., Feb. 18, 2022 (GLOBE NEWSWIRE) -- AutoZone, Inc. (NYSE:   AZO), today announced the appointment of Michael George and Brian Hannasch to the AutoZone Board of Directors.

“The additions of Mike and Brian to our Board of Directors will further enhance the tremendous depth of experiences, knowledge and skill sets represented on our Board,” said Bill Rhodes, AutoZone’s Chairman, President and CEO, Customer Satisfaction. “We are very fortunate to add these remarkable and proven leaders to our Board.”

Michael George formerly served as President and CEO of Qurate Retail from March 2018 to September 2021, the parent company of QVC, and as CEO of QVC from 2004 through July 2021. Prior to joining QVC, he served as the Chief Marketing Officer for Dell.   Michael currently serves on the Board of Directors for Ralph Lauren (NYSE: RL).  

Brian Hannasch serves as President and CEO of Alimentation Couche-Tard, which operates Circle K, one of the world’s leading fuel and convenience retailers. Brian joined Couche-Tard in 2001 and was named President and CEO in September 2014. Prior to his current role, Brian served as Chief Operating Officer of Circle K.

With these additions, AutoZone has 11 board members.

About AutoZone:

As of November 20, 2021, the Company had 6,066 stores in the U.S., 666 stores in Mexico, and 53 stores in Brazil for a total store count of 6,785. AutoZone is the leading retailer and distributor of automotive replacement parts and accessories in the Americas. Each store carries an extensive product line for cars, sport utility vehicles, vans and light trucks, including new and remanufactured automotive hard parts, maintenance items, accessories, and non-automotive products. Many stores also have a commercial sales program that provides commercial credit and prompt delivery of parts and other products to local, regional and national repair garages, dealers, service stations and public sector accounts. We also have commercial programs in all stores in Mexico and Brazil. AutoZone also sells the ALLDATA brand automotive diagnostic, repair and shop management software through www.alldata.com. Additionally, we sell automotive hard parts, maintenance items, accessories and non-automotive products through www.autozone.com, and our commercial customers can make purchases through www.autozonepro.com. We also provide product information on our Duralast branded products through www.duralastparts.com. AutoZone does not derive revenue from automotive repair or installation.

Contact Information:

Financial: Brian Campbell at (901) 495-7005, brian.campbell@autozone.com
Media: David McKinney at (901) 495-7951, david.mckinney@autozone.com