UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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(Exact name of registrant as specified in its charter)
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| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
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(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
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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:
| 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) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
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 | ||
EXHIBIT 99.1
AutoZone Authorizes Additional Stock Repurchase
MEMPHIS, Tenn., Dec. 20, 2023 (GLOBE NEWSWIRE) -- AutoZone, Inc. (NYSE: AZO), today announced its Board of Directors authorized the repurchase of an additional $2.0 billion of the Company’s common stock in connection with its ongoing share repurchase program. Since the inception of the repurchase program in 1998, and including the above amount, AutoZone’s Board of Directors has authorized $37.7 billion in share repurchases.
“AutoZone’s continuing ability to generate strong free cash flow allows us to increase our cumulative share authorization while maintaining our investment grade credit ratings,” said Jamere Jackson, Chief Financial Officer. “Additionally, we will continue with our disciplined capital allocation policy to drive top line growth while maintaining adequate liquidity.”
About AutoZone:
As of November 18, 2023, the Company had 6,316 stores in the U.S., 745 in Mexico and 104 in Brazil for a total store count of 7,165.
AutoZone is the leading retailer and distributor of automotive replacement parts and accessories in the Americas. Each store carries an extensive product line for cars, sport utility vehicles, vans and light trucks, including new and remanufactured automotive hard parts, maintenance items, accessories, and non-automotive products. Many stores also have a commercial sales program that provides commercial credit and prompt delivery of parts and other products to local, regional and national repair garages, dealers, service stations and public sector accounts. We also have commercial programs in the majority of our stores in Mexico and Brazil. AutoZone also sells the ALLDATA brand automotive diagnostic, repair and shop management software through www.alldata.com. Additionally, we sell automotive hard parts, maintenance items, accessories and non-automotive products through www.autozone.com, and our commercial customers can make purchases through www.autozonepro.com. We also provide product information on our Duralast branded products through www.duralastparts.com. AutoZone does not derive revenue from automotive repair or installation services.
Contact Information:
Financial: Brian Campbell at (901) 495-7005, brian.campbell@autozone.com
Media: David McKinney at (901) 495-7951, david.mckinney@autozone.com
Cover |
Dec. 20, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Dec. 20, 2023 |
| Entity File Number | 1-10714 |
| Entity Registrant Name | AUTOZONE, INC. |
| Entity Central Index Key | 0000866787 |
| Entity Tax Identification Number | 62-1482048 |
| Entity Incorporation, State or Country Code | NV |
| Entity Address, Address Line One | 123 South Front Street |
| Entity Address, City or Town | Memphis |
| Entity Address, State or Province | TN |
| Entity Address, Postal Zip Code | 38103 |
| City Area Code | 901 |
| Local Phone Number | 495-6500 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $0.01 per share |
| Trading Symbol | AZO |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |