UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM
_____________________
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 3, 2023, in connection with the previously announced promotions of Thomas B. Newbern to the position of Chief Operating Officer and Jamere Jackson to the position of Chief Financial Officer, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of AutoZone, Inc. (the “Company”) approved compensation for Mr. Newbern and Mr. Jackson consisting of an annual base salary of $800,000 and an annual bonus target of 100% of base salary, effective October 22, 2023. The Committee also granted Mr. Newbern and Mr. Jackson long-term incentive awards consisting of non-qualified stock options to be granted on October 6, 2023, with a grant date fair value of $5,200,000, based upon the Black-Scholes option pricing valuation model.
Also on October 3, 2023, in connection with the previously announced leadership transition, the Committee approved compensation for William C. Rhodes, III, Chairman, President and Chief Executive Officer. Mr. Rhodes’ cash compensation shall remain unchanged until January 2024 when he relinquishes his roles as President and Chief Executive Officer and is appointed by the Board to the role of Executive Chairman (the “Transition Date”). Mr. Rhodes’ annual bonus opportunity will be prorated to the Transition Date. Following the Transition Date, Mr. Rhodes shall receive an annual base salary of $150,000 with no annual bonus opportunity. Additionally, the Committee approved a long-term incentive award consisting of non-qualified stock options to be granted on October 6, 2023 with a grant date fair value of $4,850,000, based upon the Black-Scholes option pricing valuation model. Such award is scheduled to cliff-vest on October 15, 2028, with 50% of such award to be granted at an exercise price equal to 110% of the closing price of the Company’s common stock on the grant date and the remaining 50% to be granted at an exercise price equal to 100% of the closing price of the Company’s common stock on the grant date. All other terms of the long-term incentive award shall remain consistent with prior awards.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 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.
Date: October 4, 2023
| AUTOZONE, INC. | ||
| By: | /s/ Jenna M. Bedsole | |
| Name: | Jenna M. Bedsole | |
| Title: | Senior Vice President, General Counsel & Secretary | |