AutoZone Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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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.
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.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated December 20, 2023 | |
| 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.
| AUTOZONE, INC. | ||
| Date: December 20, 2023 | By: | /s/ Jenna M. Bedsole |
| Jenna M. Bedsole | ||
| Senior Vice President, General Counsel & Secretary | ||