8-KLeadership ChangesExhibits & Filings

AUTOZONE INC 8-K Report, Executive Changes (Oct 4, 2023)

Filed October 4, 2023For Securities:AZO

Summary

This 8-K filing from AutoZone Inc. (AZO) primarily details executive compensation changes following recent leadership transitions. Key appointments of Thomas B. Newbern as Chief Operating Officer and Jamere Jackson as Chief Financial Officer are formalized with new compensation packages, including substantial base salaries, bonus targets, and significant long-term incentive awards in the form of stock options. Furthermore, the filing outlines the compensation adjustments for William C. Rhodes, III, as he transitions from Chairman, President, and CEO to Executive Chairman. While his cash compensation remains unchanged until his transition in January 2024, his post-transition role will include a reduced base salary and no bonus opportunity, accompanied by a new long-term incentive award. These adjustments reflect AutoZone's strategy to incentivize and retain key leadership during significant organizational changes.

Key Highlights

  • 1Formalization of compensation for newly appointed COO Thomas B. Newbern ($800,000 base salary, 100% bonus target, $5.2M stock options).
  • 2Formalization of compensation for newly appointed CFO Jamere Jackson ($800,000 base salary, 100% bonus target, $5.2M stock options).
  • 3William C. Rhodes, III, to receive $150,000 base salary with no bonus opportunity as Executive Chairman post-transition.
  • 4William C. Rhodes, III, will receive a long-term incentive award of stock options valued at $4.85M, with a staggered exercise price and cliff-vesting in October 2028.
  • 5Executive compensation adjustments are effective October 22, 2023, for Newbern and Jackson, and post-transition for Rhodes.
  • 6The filing confirms previously announced promotions and leadership transitions.
  • 7No new financial statements or material business updates are provided in this filing, focusing solely on executive compensation.

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