SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 17, 2015
(December 16, 2015)
Date of Report
(Date of earliest event reported)
AUTOZONE,
INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization) |
1-10714
(Commission File Number) |
62-1482048
(IRS Employer Identification No.) |
123 South Front Street
Memphis, Tennessee 38103
(Address of principal executive offices) (Zip Code)
(901) 495-6500
Registrant's telephone number, including area code
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)
[ ] Precommencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Precommencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amended and Restated AutoZone, Inc.
2011 Equity Incentive Award Plan. At the Annual Meeting of Stockholders of AutoZone, Inc. (“AutoZone”) on December 16,
2015, AutoZone’s stockholders approved the Amended and Restated AutoZone, Inc. 2011 Equity Incentive Award Plan (the “Amended
2011 Equity Plan”). The Amended 2011 Equity Plan previously had been approved by AutoZone’s Board of Directors (the
“Board”) on October 7, 2015, subject to stockholder approval, and became effective immediately upon such stockholder
approval.
The Amended 2011 Equity Plan makes the following changes to
the original AutoZone, Inc. 2011 Equity Incentive Award Plan (the “2011 Equity Plan”):
| · | Imposes a maximum limit on the compensation, measured as the sum of any cash compensation and the aggregate grant date fair
value of awards granted under the Amended 2011 Equity Plan, that may be paid to non-employee directors for such service during
any calendar year; and |
| · | Applies a ten-year term on the Amended 2011 Equity Plan through December 16, 2025 and extends our ability to grant incentive
stock options through October 7, 2025, which is the tenth anniversary of the date on which the Board adopted the Amended 2011 Equity
Plan. |
As of October 19, 2015, the number of shares
remaining available for issuance pursuant to awards granted under the Amended 2011 Equity Plan was approximately 1,130,983. The
maximum aggregate number of shares of common stock that may be subject to one or more awards granted to any one participant pursuant
to the Amended 2011 Equity Plan during any calendar year is 200,000.
The Amended 2011 Equity Plan authorizes the
Compensation Committee of the Board (the “Compensation Committee”) or the Board, where applicable, to grant stock options
(including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, restricted stock
units, dividend equivalents, deferred stock, stock payments, performance share awards and other incentive awards. The Amended 2011
Equity Plan also authorizes the Compensation Committee to grant awards payable in the form of common stock that are intended to
qualify as “performance-based compensation” under Internal Revenue Code of 1986, as amended (the “Code”)
Section 162(m).
The aggregate number of shares of AutoZone
common stock available for equity grants pursuant to the Amended 2011 Equity Plan will be reduced by two shares for every share
delivered in settlement of an award other than (i) a stock option, (ii) a stock appreciation right or (iii) any
other award for which the holder pays the intrinsic value existing as of the date of grant (such awards, “Full Value Awards”),
and each other award will be treated as using one share for each share subject to such award. To the extent that any award other
than a Full Value Award is forfeited, expires or is settled in cash without the delivery of shares to the holder, then any shares
subject to the award will again be available for the grant of an award pursuant to the Amended 2011 Equity Plan; if such forfeited,
expired or cash-settled award is a Full Value Award, then the number of shares available under the Amended 2011 Equity Plan will
be increased by two shares for each share subject to the award that is forfeited, expired or cash-settled.
The Amended 2011 Equity Plan is administered
by the Compensation Committee, or such other committee of members of the Board as the Board may designate from time to time, except
the Board shall conduct the general administration of the Amended 2011 Equity Plan with respect to awards granted to non-employee
directors. The Compensation Committee may, except to the extent prohibited by applicable law or the listing standards of the New
York Stock Exchange, allocate all or any portion of its responsibilities and powers to any one or more of its members or to one
or more officers of AutoZone. However, the Compensation Committee may not make any delegation of its authority with regard to the
granting of awards to (i) individuals subject to Section 16 of the Securities Exchange Act of 1934, as amended, (ii) certain
employees with respect to awards intended to qualify as “performance-based compensation” under Section 162(m) of the
Code or (iii) officers or directors of AutoZone to whom authority to grant or amend awards has been delegated pursuant to
the Amended 2011 Equity Plan.
The Amended 2011 Equity Plan also contains
provisions with respect to payment of purchase prices, vesting and expiration of awards, treatment of awards upon a change of control
of AutoZone, adjustments for stock splits, recapitalizations and mergers, transferability of awards and tax withholding requirements.
The Amended 2011 Equity Plan may be amended or terminated by the Board at any time. Outstanding grants may be amended by the Compensation
Committee or the Board (subject to the provisions of the Amended 2011 Equity Plan); provided, that such amendment does not impair
the rights of the participant holding such grant without his or her consent, except to the extent the amendment is made to cause
the Amended 2011 Equity Plan or grant to comply with applicable laws.
If it is not terminated sooner, the Amended
2011 Equity Plan will terminate, except with respect to then-outstanding grants, on December 16, 2025, the tenth anniversary of
the date on which the Amended 2011 Equity Plan was approved by the Company’s stockholders, provided that incentive stock
options may be granted only through October 7, 2025, which is the tenth anniversary of the date on which the Board adopted the
Amended 2011 Equity Plan.
The above summary of the Amended 2011 Equity
Plan does not purport to be complete and is qualified in its entirety by reference to the Amended 2011 Equity Plan, which is attached
as Exhibit A to AutoZone’s Definitive Proxy Statement filed with the Securities and Exchange Commission on October 26,
2015 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of
Security Holders.
| (a) | AutoZone’s Annual Meeting of Stockholders was held on December 16, 2015. |
| (b) | The stockholders took the following actions at the annual meeting: |
Proposal 1: The stockholders elected
eleven directors, each of whom will hold office until the Annual Meeting of Stockholders to be held in 2016 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 |
Douglas H. Brooks |
25,457,773 |
74,952 |
47,627 |
1,160,583 |
Linda A. Goodspeed |
25,389,294 |
144,059 |
46,999 |
1,160,583 |
Sue E. Gove |
25,287,476 |
245,154 |
47,722 |
1,160,583 |
Earl G. Graves, Jr. |
25,323,338 |
224,746 |
32,268 |
1,160,583 |
Enderson Guimaraes |
25,496,712 |
35,491 |
48,149 |
1,160,583 |
J. R. Hyde, III |
25,068,015 |
480,621 |
31,716 |
1,160,583 |
D. Bryan Jordan |
25,486,679 |
42,001 |
51,672 |
1,160,583 |
W. Andrew McKenna |
24,986,253 |
561,803 |
32,296 |
1,160,583 |
George R. Mrkonic, Jr. |
25,375,014 |
157,705 |
47,633 |
1,160,583 |
Luis P. Nieto |
25,474,998 |
57,728 |
47,626 |
1,160,583 |
William C. Rhodes, III |
24,304,804 |
1,096,745 |
178,803 |
1,160,583 |
Proposal 2: The Audit Committee’s
designation of Ernst & Young LLP as AutoZone’s independent registered public accounting firm for the fiscal year ending
August 27, 2016 was ratified by the stockholders. The tabulation of votes on this matter was as follows:
26,451,961 votes for
256,835 votes against
32,139 abstentions
There were no broker non-votes for this
item.
Proposal 3: The Amended and Restated
AutoZone, Inc. 2011 Equity Incentive Award Plan was approved. The tabulation of votes on this matter was as follows:
24,074,592 votes for
1,461,137 votes against
44,623 abstentions
1,160,583 broker non-votes
Proposal 4: The compensation of AutoZone’s
named executive officers was approved, on an advisory basis, by stockholders. The tabulation of votes on this matter was as follows:
24,771,519 votes for
733,097 votes against
75,736 abstentions
1,160,583 broker non-votes
Proposal 5: The stockholder proposal
submitted by the Comptroller of the City of New York was not approved. The tabulation of votes on this matter was as follows:
8,005,945 votes for
14,020,349 votes against
3,554,058 abstentions
1,160,583 broker non-votes
SIGNATURES
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. |
|
|
|
|
By: |
/s/ Kristen C. Wright |
|
|
Kristen C. Wright |
|
|
Senior Vice President, General Counsel and Secretary |
Dated: December 17, 2015
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