Autozone Inc

1. 1

   Election of 10 Directors

   ManagementBoard: FOR

   Elect 10 nominees to serve one-year terms until the 2027 annual meeting or until their successors are elected and qualified.

2. 2

   Ratification of Ernst & Young LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Ernst & Young LLP as AutoZone’s independent registered public accounting firm for fiscal 2027.

3. 3

   Advisory Vote on Compensation of Named Executive Officers

   ManagementBoard: FOR

   Approve, on an advisory and non-binding basis, the compensation paid to AutoZone’s named executive officers as disclosed in the proxy statement.

   More detail

   Proposal 3 asks shareholders to approve an advisory resolution endorsing compensation paid to AutoZone’s named executive officers. The resolution covers the compensation discussion and analysis, compensation tables and related narrative disclosures in the proxy statement. The vote is non-binding, so it will not alter compensation already paid or awarded and will not overrule Board or Compensation Committee decisions. The Board and Compensation Committee will nevertheless consider the vote when making future executive compensation decisions. Management argues that the program is designed around performance, retention and shareholder value. Annual incentives are tied to EBIT, ROIC and economic profit, while long-term incentives are primarily stock options intended to reward stock-price appreciation and long-term value creation. The filing emphasizes that a significant portion of executive compensation is variable or at risk and that the 2025 say-on-pay vote received more than 90% support. Management also points to stock ownership guidelines, compensation risk reviews and shareholder engagement as governance safeguards. The Board recommends FOR approval because it believes the program creates a strong relationship between pay and performance and supports superior company performance, retention and shareholder value.

4. 4

   Approval of AutoZone, Inc.’s Ninth Amended and Restated Employee Stock Purchase Plan

   ManagementBoard: FOR

   Approve the ninth amended and restated Employee Stock Purchase Plan, including extension through December 31, 2036 and changes increasing payroll-deduction and annual compensation limits without adding shares to the reserve.

   More detail

   Proposal 4 asks shareholders to approve the Ninth Amended and Restated Employee Stock Purchase Plan. The amended plan would extend the ESPP through December 31, 2036 and preserve its intended qualification under Section 423 of the Internal Revenue Code. It would increase the maximum eligible compensation withheld per pay period from 10% to 20% and raise the annual compensation election limit from $15,000 to $20,000. The plan continues to offer shares at 85% of fair market value, generally reflecting a 15% discount. It authorizes 100,000 shares, all carried forward from the prior plan’s unused reserve, so the company is not seeking additional shares for this amendment. Employees would continue to participate voluntarily through payroll deductions, subject to statutory and plan limits, including the $25,000 annual tax-law limitation. The proposal therefore expands employee contribution flexibility while maintaining the existing discount and share reserve. Management is seeking approval to support employee financial security, ownership alignment, recruitment and retention. The Board recommends FOR adoption because it views the ESPP as a valuable benefit to AutoZoners and a competitive talent-management tool.

5. 5

   Approval of AutoZone, Inc.’s Seventh Amended and Restated Executive Stock Purchase Plan

   ManagementBoard: FOR

   Approve the seventh amended and restated Executive Stock Purchase Plan, effective January 1, 2027 through December 31, 2036, with a reduced 25,000-share reserve and enhanced executive purchase capacity above ESPP limits.

   More detail

   Proposal 5 asks shareholders to approve the Seventh Amended and Restated Executive Stock Purchase Plan. The plan would become effective January 1, 2027 and continue for ten years through December 31, 2036. It is intended for U.S.-based officers at the vice-president level and above and is designed to permit purchases exceeding the limits of the qualified ESPP. Eligible executives could use up to 25% of eligible compensation annually, without a comparable percentage cap for individual pay periods. The plan would issue paired restricted and unvested options, with the restricted component purchased at fair market value and the unvested component exercised at zero price. The resulting structure is intended to provide an effective 15% discount while imposing a one-year transfer restriction and, for unvested shares, continued-service forfeiture conditions. The proposed share reserve is 25,000 shares, substantially below the prior 300,000-share reserve, which management presents as a material reduction in potential dilution. The plan is not intended to qualify under Section 423, so participants would generally face ordinary-income and capital-gain consequences under the described tax rules. Management is seeking approval to promote executive ownership, retention and alignment with shareholders beyond the ESPP limits. The Board recommends FOR adoption because it considers the plan a valuable management-talent and shareholder-alignment tool.

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When is the Autozone Inc 2026 annual meeting?

Autozone Inc (AZO) holds its 2026 annual shareholder meeting on Wednesday, December 16, 2026.

What is the record date for the Autozone Inc 2026 meeting?

The record date for the Autozone Inc 2026 meeting is Monday, October 19, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Autozone Inc's 2026 meeting?

The board is presenting 10 director nominees at the Autozone Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Autozone Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Autozone Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.