Form 8-K - Current report

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): December 18, 2024

 

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)

 

[phone]

(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 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

 

Cover	Dec. 18, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 18, 2024
Entity File Number	1-10714
Entity Registrant Name	AutoZone, Inc.
Entity Central Index Key	0000866787
Entity Tax Identification Number	62-1482048
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	123 South Front Street
Entity Address, City or Town	Memphis
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	38103
City Area Code	(901)
Local Phone Number	495-6500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	AZO
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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