UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 20, 2023
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AUTOZONE, INC.
(Exact name of registrant as specified in its charter)
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| 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 2023 Annual Meeting of Shareholders of AutoZone, Inc. (the “Company”) was held December 20, 2023. 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 stockholders elected ten directors, each of whom will hold office until the Annual Meeting of Stockholders to be held in 2024 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 |
| Michael A. George | | 14,914,311 | | 101,669 | | 20,759 | | 948,077 |
| Linda A. Goodspeed | | 14,312,866 | | 703,364 | | 20,509 | | 948,077 |
| Earl G. Graves, Jr. | | 13,484,669 | | 1,474,042 | | 78,028 | | 948,077 |
| Enderson Guimaraes | | 14,334,570 | | 679,884 | | 22,285 | | 948,077 |
| Brian P. Hannasch | | 14,666,670 | | 348,809 | | 21,260 | | 948,077 |
| D. Bryan Jordan | | 14,148,800 | | 865,408 | | 22,531 | | 948,077 |
| Gale V. King | | 14,598,228 | | 417,727 | | 20,784 | | 948,077 |
| George R. Mrkonic, Jr. | | 13,104,494 | | 1,855,019 | | 77,226 | | 948,077 |
| William C. Rhodes, III | | 13,617,857 | | 1,352,051 | | 66,831 | | 948,077 |
| Jill A. Soltau | | 14,750,983 | | 263,615 | | 22,141 | | 948,077 |
Proposal 2. The Company’s stockholders ratified the appointment of Ernst & Young LLP as AutoZone’s independent registered public accounting firm for the 2024 fiscal year. The tabulation of votes on this matter was as follows:
| Votes For | | Votes Against | | Abstentions |
| 14,766,133 | | 1,197,606 | | 21,077 |
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 |
| 11,797,526 | | 3,211,270 | | 27,943 | | 948,077 |
Proposal 4. The Company’s stockholders approved, on an advisory, non-binding basis, the frequency of the vote on compensation of AutoZone’s named executive officers. The tabulation of votes on this matter was as follows:
| 1 Year | | 2 Years | | 3 Years | | Abstentions | | Broker Non-Votes |
| 14,856,280 | | 7,852 | | 152,235 | | 20,372 | | 948,077 |
Consistent with the majority of votes cast and with the recommendation of the Board, the Company will hold a shareholder advisory vote on the compensation of its named executive officers annually, until the next required vote on the frequency thereof.
Item 8.01. Other Events.
On December 20, 2023, AutoZone, Inc. (the “Company”) issued a press release announcing that the Board of Directors has authorized the repurchase of an additional $2.0 billion of the Company’s common stock in connection with its ongoing share repurchase program. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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: December 20, 2023 | By: | /s/ Jenna M. Bedsole |
| | | Jenna M. Bedsole |
| | | Senior Vice President, General Counsel & Secretary |
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