Summary
This Form 8-K filing from AutoZone, Inc. (AZO) on December 12, 2012, primarily details amendments to its Executive Deferred Compensation Plan and reports on the outcomes of its Annual Stockholders' Meeting held on December 12, 2012. The amendments to the Deferred Compensation Plan introduce changes to the percentage of salary and bonus that can be deferred, and revise rules regarding installment payments and mandatory cashouts for certain account balances, particularly for deferrals made in 2013 and later. These changes aim to align with current regulatory limits and streamline plan administration. Additionally, the filing confirms the election of eight directors, all of whom received more "for" votes than "against" votes. The stockholders also ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending August 31, 2013, and approved, on an advisory basis, the compensation of the named executive officers. Investors should note the modifications to executive compensation deferral options and the routine, yet important, ratification of governance and oversight appointments.
Key Highlights
- 1AutoZone's Compensation Committee approved the Third Amendment to the Executive Deferred Compensation Plan.
- 2The amendment allows for future deferral elections of up to 25% of base salary and up to 75% of a bonus.
- 3New provisions include limits on installment payment periods for future deferrals (max 5 years) and updated mandatory/discretionary cashout rules for smaller account balances.
- 4The Annual Meeting of Stockholders was held on December 12, 2012.
- 5Eight directors were elected, with each receiving majority support from stockholders.
- 6Ernst & Young LLP was ratified as the independent registered public accounting firm for fiscal year 2013.
- 7Stockholders approved, on an advisory basis, the compensation of AutoZone's named executive officers.