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 20, 2017

 

 

AUTOZONE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Nevada		1-10714		62-1482048
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS 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

 

 

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 (see General Instruction A.2 below):

 

☐	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)

 

☐	Precommencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Precommencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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.  ☐

 

 

 

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Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

(a)

AutoZone’s Annual Meeting of Stockholders was held on December 20, 2017.

 

(b)

The stockholders took the following actions at the annual meeting:

Proposal 1: The stockholders elected ten directors, each of whom will hold office until the Annual Meeting of Stockholders to be held in 2018 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
Douglas H. Brooks			22,751,367				51,267				54,161				1,572,860
Linda A. Goodspeed			22,688,249				117,787				50,759				1,572,860
Earl G. Graves, Jr.			22,463,208				358,987				34,600				1,572,860
Enderson Guimaraes			22,666,787				137,150				52,858				1,572,860
J. R. Hyde, III			22,663,702				160,637				32,456				1,572,860
D. Bryan Jordan			22,653,094				152,529				51,172				1,572,860
W. Andrew McKenna			22,457,567				363,507				35,721				1,572,860
George R. Mrkonic, Jr.			22,710,089				114,069				32,637				1,572,860
Luis P. Nieto			22,667,813				138,572				50,410				1,572,860
William C. Rhodes, III			21,457,037				1,254,215				145,543				1,572,860

Proposal 2: The Audit Committee’s designation of Ernst & Young LLP as AutoZone’s independent registered public accounting firm for the fiscal year ending August 25, 2018 was ratified by the stockholders. The tabulation of votes on this matter was as follows:

 

	23,923,815			votes for
	463,607			votes against
	42,233			abstentions

There were no broker non-votes for this item.

Proposal 3: The compensation of AutoZone’s named executive officers was approved, on an advisory basis, by stockholders. The tabulation of votes on this matter was as follows:

 

	21,760,240			votes for
	1,050,509			votes against
	46,046			abstentions
	1,572,860			broker non-votes

Proposal 4: An annual advisory vote on executive compensation was approved, on an advisory basis, by stockholders. The tabulation of votes on this matter was as follows:

 

	21,513,649			votes for every year
	14,581			votes for every two years
	1,287,410			votes for every three years
	41,155			abstentions
	1,572,860			broker non-votes

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SIGNATURES

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.

 

Dated: December 21, 2017