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Washington, D.C. 20549











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


Date of Report (Date of earliest event reported): December 14, 2022


AutoZone, Inc.
(Exact Name of Registrant as Specified in Charter)


Nevada 1-10714 62-1482048
(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 class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.01 per share   AZO   New 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 5.07. Submission of Matters to a Vote of Security Holders.


The final results of each of the proposals submitted to a vote of stockholders at the Annual Meeting, held December 14, 2022, are set forth below. Each such proposal is further described in the Proxy Statement, which descriptions are incorporated herein by reference.


Proposal 1. The stockholders elected ten directors, each of whom will hold office until the Annual Meeting of Stockholders to be held in 2023 and until his or her successor is duly elected and qualified. Each director received more votes cast “for” than votes cast “against” his or her election. The tabulation of votes with respect to each nominee for director was as follows:


Nominee   Votes For   Votes Against   Abstentions   Broker
Michael A. George   15,988,828   13,314   13,764   1,044,981
Linda A. Goodspeed   15,671,753   330,567   13,586   1,044,981
Earl G. Graves, Jr.   14,203,291   1,643,942   168,673   1,044,981
Enderson Guimaraes   15,316,120   684,663   15,123   1,044,981
Brian P. Hannasch   15,960,008   39,345   16,553   1,044,981
D. Bryan Jordan   15,130,649   868,675   16,582   1,044,981
Gale V. King   15,858,622   142,934   14,350   1,044,981
George R. Mrkonic, Jr.   15,019,595   982,651   13,660   1,044,981
William C. Rhodes, III   14,429,327   1,462,526   124,053   1,044,981
Jill A. Soltau   15,400,513   600,651   14,742   1,044,981


Proposal 2. The Company’s stockholders ratified the appointment of Ernst & Young LLP as AutoZone’s independent registered public accounting firm for the 2023 fiscal year. The tabulation of votes on this matter was as follows:


Votes For   Votes Against   Abstentions
15,833,617   1,213,777   13,493


Proposal 3. The Company’s stockholders approved, on an advisory, non-binding basis, the compensation of AutoZone’s named executive officers. The tabulation of votes on this matter was as follows:


Votes For   Votes Against   Abstentions   Broker Non-Votes
14,110,887   1,886,852   18,167   1,044,981








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.


Date: December 15, 2022


 By:/s/ Kristen C. Wright     
Name:Kristen C. Wright
Title:Senior Vice President, General Counsel & Secretary