UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2024 Annual Meeting of Shareholders of AutoZone, Inc. (the “Company”) was held December 18, 2024. The final vote results from such meeting are set forth below. Each such proposal is further described in the Proxy Statement, which descriptions are incorporated herein by reference.
Proposal 1. The shareholders elected nine directors, each of whom will hold office until the Annual Meeting of Shareholders to be held in 2025 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 Non-Votes | ||||
| Philip B. Daniele, III | 13,787,507 | 415,292 | 20,084 | 934,793 | ||||
| Michael A. George | 14,108,923 | 91,814 | 22,146 | 934,793 | ||||
| Linda A. Goodspeed | 13,441,261 | 759,612 | 22,010 | 934,793 | ||||
| Earl G. Graves, Jr. | 12,814,298 | 1,384,027 | 24,558 | 934,793 | ||||
| Brian P. Hannasch | 14,029,853 | 170,014 | 23,016 | 934,793 | ||||
| Gale V. King | 14,055,219 | 145,024 | 22,640 | 934,793 | ||||
| George R. Mrkonic, Jr. | 13,164,342 | 1,036,131 | 22,410 | 934,793 | ||||
| William C. Rhodes, III | 13,332,045 | 870,926 | 19,912 | 934,793 | ||||
| Jill A. Soltau | 13,534,228 | 666,065 | 22,590 | 934,793 |
Proposal 2. The Company’s shareholders ratified the appointment of Ernst & Young LLP as AutoZone’s independent registered public accounting firm for the 2025 fiscal year. The tabulation of votes on this matter was as follows:
| Votes For | Votes Against | Abstentions | ||
| 13,823,846 | 1,312,942 | 20,888 |
Proposal 3. The Company’s shareholders 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 | |||
| 12,708,684 | 1,474,939 | 39,260 | 934,793 |
Proposal 4. The Company’s shareholders approved, on an advisory, non-binding basis, a reduction in the ownership threshold to call a special meeting of shareholders to 25%. The tabulation of votes on this matter was as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 12,792,060 | 1,415,799 | 15,024 | 934,793 |
Proposal 5 (Shareholder Proposal). The Company’s shareholders did not approve, on an advisory, non-binding basis, a reduction in the ownership threshold to call a special meeting of shareholders to 10%. The tabulation of votes on this matter was as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 6,313,259 | 7,889,327 | 20,297 | 934,793 |
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: December 20, 2024
| AUTOZONE, INC. | ||
| By: | /s/ Jenna M. Bedsole | |
| Name: | Jenna M. Bedsole | |
| Title: | Senior Vice President, General Counsel & Secretary | |