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AUTOZONE INC 8-K Report, Executive Changes (Dec 14, 2011)

Filed December 14, 2011For Securities:AZO

Summary

This Form 8-K filing from AutoZone Inc. (AZO) on December 14, 2011, primarily reports on the outcomes of its Annual Meeting of Stockholders held on December 14, 2011, and amendments to key executive compensation and stock plans. Key decisions made at the stockholder meeting include the election of nine directors, the ratification of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2012, and advisory votes on executive compensation. Furthermore, the company's Compensation Committee approved amendments to the Executive Deferred Compensation Plan and the Executive Stock Purchase Plan. These amendments, effective for plan years beginning on or after January 1, 2012, establish new definitions for "retirement date" and "normal retirement date," respectively. These definitions incorporate age and years of service requirements, aiming to align retirement benefits with longer tenure and established retirement age thresholds, which could impact future executive payout structures.

Key Highlights

  • 1AutoZone held its Annual Meeting of Stockholders on December 14, 2011.
  • 2Nine directors were elected to hold office until the 2012 Annual Meeting, with each receiving a majority of votes cast in favor.
  • 3Ernst & Young LLP was ratified as AutoZone's independent auditor for fiscal year 2012.
  • 4Stockholders approved, on an advisory basis, the compensation of named executive officers.
  • 5An advisory vote on the frequency of executive compensation say-on-pay votes resulted in a majority favoring an annual vote.
  • 6The Compensation Committee amended the Executive Deferred Compensation Plan to define "retirement date" based on age (55+), years of service (5+), and a combined age/service score (65+), effective for amounts deferred in plan years beginning after January 1, 2012.
  • 7The Compensation Committee also amended the Executive Stock Purchase Plan to define "normal retirement date" for stock options under similar age (55+), service (5+), and combined score (65+) criteria, effective for options granted in plan years beginning after January 1, 2012.

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