DEF 14A of Autozone Inc, Oct 27, 2026

DEF 14A of Autozone Inc

Filed Oct 27, 2026 · FY20260001104659-26-119175

Open on EDGAR

  1. Director independence

    Director independence As stated in AutoZone’s Corporate Governance Principles, a substantial majority of the Board of Directors should be independent in accordance with the rules of the New York Stock Exchange (“NYSE”). The Board annually assesses each director’s independence after reviewing relevant relationships involving the director and AutoZone. As part of this review, the Nominating and Corporate Governance Committee and the Board considered all such relationships involving AutoZone’s non-employee directors, including the below matters. Ordinary Course Transactions and Business Relationships. The Company routinely procures goods or services from, or sells parts and products to, various entities for which a director or his or her immediate family member may be affiliated. During FY26, all such transactions were conducted in the ordinary course of business and on an arm’s length basis.

  2. Director independence

    | ● | Mr. Hannasch was Special Advisor to the President and Chief Executive Officer of Alimentation Couche-Tard, which operates Circle K convenience stores from which AutoZone purchased miscellaneous goods. |

  3. Director independence

    | ● | Ms. King is a member of the board of directors of Unum Group from which AutoZone procured group insurance benefits. |

  4. Director independence

    | ● | Mr. Spas is the CEO of a division of FEMSA. During FY26, FEMSA and/or an affiliate of FEMSA purchased automotive parts and accessories from AutoZone de Mexico. |

  5. Director independence

    Current or Prior Employment of Immediate Family Member. Directors may have an immediate family member who is an AutoZoner. In FY26, all such employment relationships were in a non-officer capacity and all compensation-related decisions were made in a manner that is consistent with internal practices and policies and designed to avoid conflicts of interest. Charitable Contributions or Event Sponsorships. The Company periodically makes donations to not-for-profit organizations or sponsors events with which Board members or their immediate family members may be affiliated. During FY26, all such contributions were conducted in the ordinary course of business and consistent with AutoZone’s charitable giving guidelines or otherwise in furtherance of a business purpose. As such, the Board concluded that none of these transactions were, individually or cumulatively, material to AutoZone and also did not materially benefit any director, directly or indirectly. Accordingly, the Board affirmatively determined that none of Mses. Goodspeed, King, or Soltau or Messrs. George, Graves, Hannasch, Mrkonic or Spas has a material relationship with the Company other than in their capacities as Board members and that all of them are independent within the meaning of the AutoZone Corporate Governance Principles, the NYSE listing standards and applicable law. The Board also determined that Messrs. Rhodes and Daniele are not independent because Mr. Daniele is a current employee of the Company, and Mr. Rhodes was employed by the Company until the conclusion of his service as Executive Chairman and his transition to Chairman in January of 2026. COMMITTEES. AutoZone’s Board has three standing committees, each consisting solely of independent directors—the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Additional information about each of the Standing Committees is included below. GOVERNANCE DOCUMENTS. The key governance documents and policies adopted by the Board are:

  6. Director independence

    | ● | Corporate Governance Principles; |

  7. Director independence

    | ● | Charters for its Audit, Compensation, and Nominating & Corporate Governance Committees; |

  8. Director independence

    | ● | Code of Conduct for all directors, officers and employees; |

  9. Director independence

    | ● | Code of Ethical Conduct for Financial Executives; |

  10. Director independence

    | ● | Vendor Code of Conduct for suppliers and vendors; and |

  11. Director independence

    | ● | Policy on Political Contributions and Lobbying Engagements. |

  12. Director independence

    | 8 | | 2026 Proxy Statement |

  13. Director independence

    The Board reviews these corporate governance documents and policies annually and revises them when it believes it serves the interests of the Company and its stockholders to do so, such as in response to changing governance practices or legal requirements. For example, in FY2024, following the CEO succession, the Nominating and Corporate Governance Committee, together with input and feedback from all Board members, conducted a thorough review that resulted in certain updates of our Corporate Governance Principles. In FY25, the Board amended AutoZone’s Bylaws to reduce the threshold necessary to call a special meeting of stockholders, consistent with the feedback and majority vote received at our 2024 annual meeting. Also in FY25, the charters of each of the Board’s Standing Committees were reviewed and amended to reflect evolving expectations from investors and other stakeholders. For example, the Audit Committee Charter now states the committee shall oversee the Company’s practices with respect to cybersecurity, information security and service continuity, as well as the steps taken to monitor or mitigate risks in these areas—a practice that was already in effect and has now been memorialized in the charter. Additionally, in 2025, the Board reviewed and updated the Policy on Political Contributions and Lobbying Engagements. Each of these documents is available on the investor relations page on our website at www.autozone.com and is also available, free of charge, in print to any stockholder who requests it. CORPORATE RESPONSIBILITY REPORTS. As part of our commitment to continuous improvement and maximizing long-term stockholder value, the Company remains committed to corporate responsibility. Our 2026 Corporate Responsibility Report (CRR) is available on our Corporate Responsibility page on our website at www.autozone.com. Our website and the information contained therein or linked thereto are not intended to be incorporated into this Proxy Statement. Further, our CRR is not, and will not be deemed to be, a part of this Proxy Statement or incorporated by reference herein or into any of our other filings with the SEC.

  14. Director Compensation

    Director Compensation AutoZone’s current director compensation program became effective January 1, 2026 (the “Director Compensation Program”). Annual Retainer Fees. Non-employee directors receive an annual retainer fee (the “Annual Retainer”). Furthermore, each director is eligible to receive an additional fee (“Additional Fee”), the amount of which varies depending on his or her role. The Additional Fees and the Annual Retainer, enumerated below, together comprise the “Director Compensation”. There are no meeting fees.

  15. Director Compensation

    | Director Compensation Components | ($) | | Annual Retainer | 280,000 | | Additional Fees: | | | Chairman | 250,000 | | Lead Director | 35,000 | | Audit Committee Chair | 30,000 | | Audit Committee Member | 15,000 | | Compensation Committee Chair | 25,000 | | Nominating & Corporate Governance Committee Chair | 20,000 |

  16. Director Compensation

    Under the 2020 Omnibus Incentive Award Plan (the “2020 Omnibus Incentive Plan”) and Director Compensation Program, non-employee directors receive Director Compensation in the form of immediately vested Restricted Stock Units (“RSUs”). A non-employee director may elect to receive a fixed portion of the Annual Retainer plus any Additional Fees in the form of cash, paid in quarterly installments (the “Cash Election”), with the remainder of the Annual Retainer paid in the form of RSUs. The Cash Election during calendar year 2026 was $100,000 but all directors elected to receive compensation fully in RSUs. RSUs are typically granted on January 1 of the applicable calendar years. If a non-employee director is elected to the Board or assumes a different position after January 1, he or she will receive the Annual Retainer and/or Additional Fees, prorated based on the number of days remaining in the calendar year, for RSUs, or the number of days remaining in the quarter, for cash, as applicable. RSUs granted to non-employee directors are fully vested on the date of grant and become payable, or are settled, on the date on which the non-employee director ceases to be a director (the “Payment Date”), or at the director’s election, on the first or fifth anniversary of the grant date. Upon timely delivery of an election form, a non-employee director may elect to receive payment on the date on which he or she ceases to be a director. RSUs are payable in shares of AutoZone common stock no later than the fifteenth day of the third month following the end of the tax year in which such Payment Date occurs. In January 2026, Mr. Rhodes received an initial annual grant valued at $250,000 of immediately vested restricted stock units for his service as Chairman of the Board. In FY25, there was not a separate grant for the Board Chairman as Mr. Rhodes held the role of Executive Chairman until December 31, 2025.

  17. Director Compensation

    | 18 | | 2026 Proxy Statement |

  18. Director Compensation Table

    Director Compensation Table This table shows the director compensation paid to our non-employee directors during the 2026 fiscal year.

  19. Director Compensation Table

    | | Fees | Stock | | | | Paid in Cash | Awards | | | | ($) | ($) | Total | | Name (1) | (2) | (3)(4) | ($) | | Michael A. George | — | 295,000 | 295,000 | | Linda A. Goodspeed | — | 310,000 | 310,000 | | Earl G. Graves, Jr. | — | 300,000 | 300,000 | | Brian P. Hannasch | — | 315,000 | 315,000 | | Gale V. King | — | 280,000 | 280,000 | | Claire R. McDonough | — | 295,000 | 295,000 | | George R. Mrkonic, Jr. | — | 320,000 | 320,000 | | William C. Rhodes, III | — | 530,000 | 530,000 | | Jill A. Soltau | — | 280,000 | 280,000 | | Constantino Spas | — | 295,000 | 295,000 |

  20. Director Compensation Table

    | (1) Philip B. Daniele, III serves on the Board but does not receive any compensation for his service as a director. His respective compensation as an employee of the Company is shown in the Summary Compensation Table on page 62. Beginning in January 2026, in connection with Mr. Rhodes’ transition from Executive Chairman to Chairman of the Board, he was compensated according to the Company’s standard compensation policies for non-employee directors and the Chairman retainer described above. For his service as Executive Chairman from August 31, 2025 through December 31, 2025, Mr. Rhodes received a salary in the amount of $46,153.84. |

  21. Director Compensation Table

    | (2) This column represents the portion of the Director Compensation that was paid in cash and earned in fiscal year 2026 pursuant to the Cash Election, as described above. |

  22. Director Compensation Table

    | (3) The “Stock Awards” column represents the aggregate grant date fair value computed in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 for awards of RSUs under the 2020 Omnibus Incentive Plan during fiscal year 2026. See Note N Share-Based Plans, to our consolidated financial statements in the FY26 Form 10-K for a discussion of our accounting for share-based awards and the assumptions used. The aggregate number of outstanding awards of common stock under the AutoZone, Inc. 2003 Director Compensation Plan (“Stock Units”) and RSUs held by each director at the end of fiscal 2026 are shown in the following footnote 4. See the section titled “Share Ownership Information” beginning on page 74 for more information about our directors’ stock ownership. |

  23. Director Compensation Table

    | (4) As of August 29, 2026, each current non-employee director had the following aggregate number of outstanding RSUs and Stock Units: |

  24. Director Compensation Table

    | | Restricted | | | | Stock | Stock | | | Units | Units | | Name | (#) | (#) | | Michael A. George | 508 | — | | Linda A. Goodspeed | 2,987 | — | | Earl G. Graves | 4,818 | 3,417 | | Brian P. Hannasch | 310 | — | | Gale V. King | 1,336 | — | | Claire R. McDonough | 143 | — | | George R. Mrkonic, Jr. | 3,228 | 1,405 | | William C. Rhodes, III | 156 | — | | Jill A. Soltau | 1,254 | — | | Constantino Spas | 87 | — |

  25. Director Compensation Table

    | 2026 Proxy Statement | | 19 |

  26. Director Compensation Table

    COMPENSATION-SETTING PROCESS. The Compensation Committee reviews the Board’s compensation on a biennial basis to ensure that non-employee directors are reasonably compensated in relation to AutoZone’s peer group companies (discussed in detail under Benchmarking) and to comparable U.S. companies in general. AutoZone’s 2020 Omnibus Incentive Plan contains a dollar limit of $750,000 on the total amount of annual compensation payable to its non-employee directors, provided that the Board may make exceptions to this limit under extraordinary circumstances. Stock Ownership Requirement. The Board has established a stock ownership requirement for non-employee directors. Each director is required to own AutoZone common stock and/or RSUs having a cumulative fair market value in an amount equal to seven times the value of the cash Annual Retainer payable pursuant to the Director Compensation Program within five years of joining the Board, and to maintain such ownership level thereafter. Exceptions to this requirement may only be made by the Board under compelling mitigating circumstances. Shares, Stock Units and RSUs issued under the AutoZone, Inc. Second Amended and Restated Director Compensation Plan, the 2003 Director Compensation Plan, the 2011 Equity Plan, the Amended 2011 Equity Plan and the 2020 Omnibus Incentive Plan count toward this requirement. As of the date of this Proxy Statement, each director who has served on the Board meets or exceeds his or her obligations under the requirement. OTHER PREDECESSOR PLANS. The AutoZone, Inc. Second Amended and Restated Director Compensation Plan was terminated in December 2002 and was replaced by the AutoZone, Inc. First Amended and Restated 2003 Director Compensation Plan (the “2003 Director Compensation Plan”) and the AutoZone, Inc. First Amended and Restated 2003 Director Stock Option Plan (the “2003 Director Stock Option Plan”). The 2003 Director Compensation Plan and the 2003 Director Stock Option Plan were terminated in December 2010 and replaced by the 2011 Equity Plan. The 2011 Equity Plan was terminated in December 2015 and replaced with the Amended 2011 Equity Plan. In December 2020, stockholders approved the 2020 Omnibus Incentive Plan and no further grants have been made under the Amended 2011 Equity Plan. However, grants made under the foregoing predecessor plans continue in effect under the terms of the applicable grants and are included in the aggregate awards outstanding shown above.

  27. Director Compensation Table

    | 20 | | 2026 Proxy Statement |

  28. Nominees

    Nominees

  29. Nominees

    | PHILIP B. DANIELE, III | | | | Age: 57 Director Since: 2024 Independent: No Committees: None | BIOGRAPHY: Mr. Daniele was appointed to the role of President and Chief Executive Officer in January 2024. Prior to being named CEO-Elect in June 2023, Mr. Daniele had served as Executive Vice President – Merchandising, Marketing and Supply Chain from June 2021 to June 2023 and Senior Vice President – Commercial from 2015 to 2021. In addition, Mr. Daniele held the roles of Vice President – Commercial Support from 2013 to 2015, Vice President – Merchandising from 2008 to 2013, and Divisional Vice President – Store Operations from 2005 to 2008. Prior to 2005, Mr. Daniele held several other key management positions with the Company. | KEY SKILLS: ● CEO ● Operations ● B2B ● Automotive | | | QUALIFICATIONS: ● 33 years of AutoZone tenure with experience leading multiple functional areas, including store operations, merchandising, supply chain and commercial. ● Extensive knowledge of retail operations gained from serving in operational leadership roles of increasing responsibility. ● Over 40 years of experience in the automotive aftermarket industry. | | | MICHAEL A. GEORGE | | | | Age: 65 Director Since: 2022 Independent: Yes Committees: ● Audit ● Compensation | BIOGRAPHY: Mr. George became Chair and Interim Chief Executive Officer of QVC Group, the parent company of QVC in August 2026. He previously served as President and Chief Executive Officer of QVC, when the company was known as Qurate Retail, Inc., from March 2018 to September 2021, and as Chief Executive Officer of QVC from 2005 through July 2021. He previously held various positions with Dell, Inc. from 2001 to 2005, most notably as the Chief Marketing Officer and General Manager of its U.S. consumer business. Prior to that, Mr. George was a senior partner at McKinsey & Company and led the firm’s North American Retail Industry Group. As discussed on page 16 of this proxy statement, the Board thoroughly considered Mr. George’s contributions to the Board and his outside professional commitments including as Chair and Interim CEO of QVC Group, in determining that these commitments would not be expected to impair his ability to continue to contribute to the Board. The Board therefore rejected his required resignation from the Board and nominated him again for election at the 2026 Annual Meeting. | KEY SKILLS: ● CEO ● Retail ● Marketing | | | QUALIFICATIONS: Significant experience in the retail industry due to extensive career as Chief Executive Officer of QVC/Qurate and serving as leader of McKinsey’s North American Retail Industry Group. ● Brings fresh perspective on issues of marketing, customer experience and e-Commerce, given the unique nature of QVC’s video-driven retail business. ● Extensive experience as CEO and a public company director enables him to be an effective and informed contributor to the Board. PUBLIC DIRECTORSHIPS (last five years): ● QVC Group, Inc. (f/k/a Qurate Retail, Inc.) (2026 – present; 2011- 2021) ● Ralph Lauren Corp. (2018 – present) | |

  30. Nominees

    | 26 | | 2026 Proxy Statement |

  31. Nominees

    | LINDA A. GOODSPEED | | | | Age: 64 Director Since: 2013 Independent: Yes Committees: ● Audit (Chair) | BIOGRAPHY: Ms. Goodspeed served as the Chief Operating Officer and a Managing Partner at WealthStrategies Financial Advisors from 2007 until her retirement in 2017. She had served as Senior Vice President and Chief Information Officer of ServiceMaster from 2011 to 2014. From 2008 to September 2011, Ms. Goodspeed served as Vice President, Information Systems and Chief Information Officer for Nissan North America, Inc., a subsidiary of Nissan Motor Company, a global manufacturer of vehicles. From 2001 to 2008, Ms. Goodspeed served as Executive Vice President and Chief Technology Officer at Lennox International, Inc., a global manufacturer of air conditioning, heating and commercial refrigeration equipment. | KEY SKILLS: ● Information Technology ● Automotive ● Public Board Experience | | | QUALIFICATIONS: ● Deep experience with respect to information technology (IT) matters gained from leading complex IT organizations while serving as Chief Information Officer. ● Knowledge of automotive industry lends valuable insights into risks and opportunities affecting automotive aftermarket industry. ● Experience serving on different public company boards enables her to contribute and serve the Board in a highly effective manner. | | | | PUBLIC DIRECTORSHIPS (last five years): ● American Electric Power Co., Inc. (2006 – 2024) ● Darling Ingredients Inc. (2017 – present) ● Williams Industrial Services Group Inc. (2021 – 2023) | |

  32. Nominees

    | EARL G. GRAVES, JR. | | | | Age: 64 Director Since: 2002 Independent: Yes Committees: ● Nominating & Corp Gov (Chair) | BIOGRAPHY: Mr. Graves has been the President and Chief Executive Officer of Black Enterprise, the premier business, investing and wealth-building resource for African Americans providing valuable business information across different content channels. He has served in this role since January 2006 and served as its President and Chief Operating Officer from 1998 to 2006. Mr. Graves has been employed by the same company in various capacities since 1988. QUALIFICATIONS: ● Significant expertise in marketing, customer insights and brand awareness. ● Deep knowledge of human capital management matters gained from extensive career leading Black Enterprise. ● Vast experience in overseeing and advising on matters of digital strategy. | KEY SKILLS: ● CEO ● Marketing ● Human Capital Management |

  33. Nominees

    | 2026 Proxy Statement | | 27 |

  34. Nominees

    | BRIAN P. HANNASCH | | | | Age: 60 Director Since: 2022 Independent: Yes (Lead Independent Director) Committees: ● Compensation | BIOGRAPHY: Mr. Hannasch served as President and Chief Executive Officer of Alimentation Couche-Tard, which operates Circle K, a global fuel and convenience retailer, from September 2014 to September 2024. Mr. Hannasch continued as Special Advisor to his successor until October of 2026. Mr. Hannasch joined Couche-Tard in 2001 and served as Chief Operating Officer, Senior Vice President of U.S. Operations and Senior Vice President of Western North America prior to serving as CEO. QUALIFICATIONS: ● Extensive knowledge of retail operations gained from serving in operational leadership roles of increasing responsibility. ● 10 years of experience serving as CEO of a public, global, retail enterprise allowing him to offer directly comparable experiences, learnings and insights relating to AutoZone’s business as well as matters of corporate governance. ● Led the expansion of Couche-Tard brands into numerous international markets including Europe and Asia. PUBLIC DIRECTORSHIPS (last five years): ● Alimentation Couche-Tard (2014 – 2024) | KEY SKILLS: ● CEO ● Operations ● International |

  35. Nominees

    | GALE V. KING | | | | Age: 70 Director Since: 2018 Independent: Yes Committees: ● Nominating & Corp Gov | BIOGRAPHY: Ms. King served as the Executive Vice President—Chief Administrative Officer of Nationwide Mutual Insurance Company, a leading financial services company, from 2012 through her retirement in July 2021. She previously served as their Executive Vice President—Chief Human Resources Officer from 2009 to 2012. QUALIFICATIONS: ● Extensive experience in human resources providing critical insights into recruitment, retention, training and development and other issues of human capital management. ● Served as chair of Board’s ad hoc CEO succession planning committee culminating in the June 2023 announcement of Mr. Daniele as CEO-Elect. ● Experience serving on different public company boards enables her to contribute and serve the Board in a highly effective manner. PUBLIC DIRECTORSHIPS (last five years): ● J.B. Hunt Transport Services, Inc. (2020 – 2023) ● Unum Group (2022 – present) | KEY SKILLS: ● Human Capital Management ● Public Board Experience |

  36. Nominees

    | 28 | | 2026 Proxy Statement |

  37. Nominees

    | GEORGE R. MRKONIC, JR. | | | | Age: 74 Director Since: 2006 Independent: Yes Committees: ● Audit ● Compensation (Chair) | BIOGRAPHY: Mr. Mrkonic is the retired non-Executive Chairman of Maru Group, a London, UK based research, insight and advisory services firm. Previously, he was the Non-Executive Chairman of Paperchase Products Limited, London, UK, a retailer of cards, stationery, wraps and gifts in the UK, Europe and the Middle East from 2005 to 2019, and had been a director since 1999. Prior to that, he was President of Borders Group, Inc. from 1994 to 1997 and Vice Chairman from 1994 to 2002. QUALIFICATIONS: ● Vast retail experience gained from serving as a senior executive and board member at several retail companies. ● Extensive knowledge and understanding of corporate strategy, finance, governance and compensation programs. ● Served on multiple public company boards allowing for relevant and informed insights and learnings. PUBLIC DIRECTORSHIPS (last five years): ● Ulta Beauty, Inc. (2015 – present) ● Brinker International, Inc. (2003 – 2021) | KEY SKILLS: ● Public Board Experience ● Strategy / Bus Development ● Retail |

  38. Nominees

    | WILLIAM C. RHODES, III | | | | Age: 61 Director Since: 2005 Independent: No Committees: None | BIOGRAPHY: Mr. Rhodes serves as Chairman of the Board. As part of the CEO succession transition, Mr. Rhodes served as Executive Chairman from January 2024 until January 2026. Prior to that, Mr. Rhodes served as AutoZone’s President and Chief Executive Officer, and a director since 2005 and was named Chairman in 2007. Previously, he served in various capacities of increasing responsibility within the Company since 1994. Prior to 1994, Mr. Rhodes was a manager with Ernst & Young LLP. QUALIFICATIONS: ● 30+ years of AutoZone tenure, including nearly 19 years as President and Chief Executive Officer. ● Extensive knowledge and understanding of the automotive aftermarket industry domestically and internationally. ● Expertise in the retail industry gained from AutoZone tenure, prior retail board experience and leadership experience at retail industry trade group. ● Strong financial expertise to drive long-term profitable growth. PUBLIC DIRECTORSHIPS (last five years): ● Regions Financial Corp. (2024 – present) ● Dollar General Corp. (2009 – 2023) | KEY SKILLS: ● CEO ● Retail ● Strategy / Bus Development ● Finance / Accounting |

  39. Nominees

    | 2026 Proxy Statement | | 29 |

  40. Nominees

    | JILL A. SOLTAU | | | | Age: 59 Director Since: 2018 Independent: Yes Committees: ● Nominating & Corp Gov | BIOGRAPHY: Ms. Soltau served as the Chief Executive Officer and a member of the Board of Directors of the J.C. Penney Company, Inc., from October 2018 to December 2020. She previously served as President and Chief Executive Officer of JoAnn Stores Inc. from February 2015 to October 2018. Prior to joining JoAnn, Ms. Soltau served as President of Shopko Stores Operating Co. LLC and has held senior level positions in national and regional retailers, including Kohl’s and former Saks Inc. subsidiaries. QUALIFICATIONS: ● Significant experience serving as Chief Executive Officer in public and private retailers with deep knowledge of retail operations, strategic planning and business development. ● Extensive expertise and modern approach in the retail industry from a career serving in leadership roles of increasing responsibility in customer facing functions of merchandising, marketing and operations. ● Served on multiple public company boards providing valuable and relevant insights and perspectives. PUBLIC DIRECTORSHIPS (last five years): ● Yesway, Inc. (2026 – current) ● Southwest Airlines Co. (2023 – 2024) ● Kirkland’s Inc. (2022 – 2025) | KEY SKILLS: ● CEO ● Retail ● Strategy / Bus Development ● Merchandising |

  41. Nominees

    | CONSTANTINO SPAS MONTESINOS | | | | Age: 56 Director Since: 2025 Independent: Yes Committees: ● Audit ● Nominating & Corp Gov | BIOGRAPHY: Mr. Spas serves as the Chief Executive Officer of the Proximity Americas and Mobility Division of Fomento Económico Mexicano, S.A.B. de C.V. (FEMSA), a Mexican multinational beverage and retail company. Coca Cola FEMSA operates the largest franchise bottler of Coca-Cola products in the world by volume and the largest small-format store chain in Latin America by number of stores. Mr. Spas joined Coca-Cola FEMSA in 2018, and has held senior positions during his tenure, including Chief Financial Officer and Chief Executive Officer of the Strategic Businesses division. QUALIFICATIONS: ● Robust financial expertise gained from serving as Chief Financial Officer and Chief Executive Officer. ● Deep knowledge of Latin American markets, including developing and executing upon strategic growth initiatives in such markets. ● Expertise in Business to Business strategies. | KEY SKILLS: ● Finance / Accounting ● International ● Strategy / Bus Development |

  42. Nominees

    | 30 | | 2026 Proxy Statement |

  43. COMPENSATION DISCUSSION AND ANALYSIS

    | Table of Contents | | Compensation Committee Report | | Executive Summary | 41 | The Compensation Committee of the Board has reviewed and discussed with management the following CD&A. Based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the CD&A be included in this proxy statement. Compensation Committee, George R. Mrkonic, Jr. (Chair) Michael George Brian P. Hannasch Claire R. McDonough | | FY26 Year in Review | 41 | | | Compensation Framework | 43 | | | Guiding Principles | 43 | | | Compensation Elements and Mix | 45 | | | Target Compensation Mix | 46 | | | Compensation Governance | 47 | | | Compensation Committee Oversight | 47 | | | Roles and Responsibilities | 47 | | | Benchmarking | 49 | | | Establishing Compensation Levels | 50 | | | Compensation Program Details | 52 | | | Base Salary | 52 | Named Executive Officers | | Annual Incentive Plan | 53 | | | Long-Term Incentive Plan | 55 | PHILIP B. DANIELE, III President and Chief Executive Officer JAMERE JACKSON Chief Financial Officer THOMAS B. NEWBERN Chief Operating Officer ERIC S. GOULD Executive Vice President, Merchandising, Marketing and Supply Chain KENNETH E. JAYCOX, JR. Senior Vice President, Commercial | | One-Time Special Awards | 57 | | | Other Practices, Policies & Guidelines | 58 | | | Summary Compensation Table | 62 | | | Grants of Plan-Based Awards | 63 | | | Outstanding Equity Awards at Fiscal Year-End | 64 | | | Option Exercises and Stock Vested | 65 | | | Nonqualified Deferred Compensation | 65 | |

  44. FY26 Year-in-Review

    | As part of our long-term growth strategy, we continue to invest in our future by making capital investments in new store development, distribution capacity, Hub and Mega Hub expansion, and information technology initiatives designed to support future sales growth and strengthen our competitive position. These investments position the Company to deliver long-term, sustainable stockholder value. | | | | 10 Year History of Capital Investments |

  45. Guiding Principles

    | COMPENSATION GUIDING PRINCIPLES | | | | Drive PERFORMANCE Does the compensation program embody our pay-for-performance philosophy by driving short-term and long-term performance? Are there appropriate risk mitigation measures designed to prevent excessive risk taking? | | | Drive RETENTION Are we attracting and retaining effective leaders who can develop and execute long-term strategic objectives? Are they appropriately incented to ensure the long-term success of the organization, including after their retirement? Are they encouraged to attract, retain and develop organizational talent for the future? | | | Drive SHAREHOLDER VALUE Are we investing in the profitable growth of the business by incenting sustainable value creation? Are performance and retention achieved in a manner that does not come at an excessive cost to shareholders? |

  46. Guiding Principles

    Evaluating long-term performance is a necessary first step in evaluating executive compensation. At AutoZone, we pay particular attention to Total Shareholder Return (TSR), Diluted Earnings per Share (EPS), Earnings before Interest and Taxes (EBIT) and Return on Invested Capital (ROIC). We believe these metrics, when viewed over a ten-to-twenty-year horizon, provide a strong indication of whether our compensation program embodies not only a pay-for-performance incentive structure, but also a pay-for-long-term-performance incentive structure. We believe embracing stock options versus performance-based stock units and opting for a fixed share model demonstrate a deep understanding of what behaviors drive success, and what incentives drive those desired behaviors. Is it working? Are we driving Long-Term Performance? Our approach to performance-based compensation and long-term incentives is admittedly unique and unconventional. However, when evaluating our performance over the past 20 years, we’ve observed the following exceptional results—our annualized TSR has averaged approximately 20%, materially exceeding both the S&P 500 and S&P Retail Indices; and we are in the top 3% of the S&P 500 when measured on the basis of Total Shareholder Return. AutoZone has benefited from the effectiveness of stock options since becoming a public company in 1991, with stock price growth leading to a significant increase in excess of the accounting value of these options.

  47. Guiding Principles

    | Investing in the profitable long-term growth of the business is a basic tenet of AutoZone. We passionately pursue opportunities that provide a strong return on investment and exercise restraint when presented with opportunities that we believe will not provide the returns that shareholders have come to expect from us. While some refer to this approach as our disciplined capital allocation strategy, at AutoZone, we simply call it Living our Pledge and Values. An AutoZoner always Strives for Exceptional Performance. Our compensation programs are designed to incent behaviors that stand true to this basic principle of driving long-term shareholder value, by profitably investing in and growing our business and returning excess cash to our shareholders. | | | | An AutoZoner always STRIVES FOR EXCEPTIONAL PERFORMANCE | | | Be accountable and honor your commitments. Act in a manner of the highest legal and ethical standards. Use resources wisely and promote a culture of thrift. Take strong initiative, act quickly and do the job right the first time. |

  48. Compensation ELEMENTS AND MIX

    | ✓ | a mix of short-term and long-term incentive compensation to align pay outcomes to both the achievement of our annual operating plan as well as our long-term strategy; |

  49. Compensation ELEMENTS AND MIX

    | ✓ | a mix of cash and equity compensation to align interests of our executives with those of our stockholders; and |

  50. Compensation ELEMENTS AND MIX

    | Compensation Components | | Guiding Principles | | BASE SALARY | ● Fixed cash compensation typically below median ● Allows AutoZone to attract and retain highly qualified executives through the delivery of stable, cash compensation ● Salaries reflect individual’s level of responsibility and experience, scope and complexity of position, market data and internal pay equity | | | ANNUAL INCENTIVE PLAN | ● Variable cash compensation ● Drives short-term Company performance ● Payout is based upon performance against pre-established, realistic, team-based financial goals of EBIT and ROIC, as drivers of economic profit | | | LONG-TERM INCENTIVE PLAN | ● Variable equity compensation, subject to holding and vesting requirements ● Drives long-term performance ● Directly aligns executives’ interests with stockholders by rewarding long-term value creation as measured by stock price appreciation using stock options or in certain unique cases, restricted stock units ● Due to the share buyback program, each year, we are effectively reducing the number of stock options we grant as the grant pool is based on a fixed percentage of shares outstanding ● Our option holders hold their vested options for long periods of time further reinforcing our ownership culture. | | | BENEFITS | ● Health, welfare and retirement benefit plans and programs, including participation in stock purchase plans ● Helps attract and retain experienced executives | | | PERQUISITES | ● Limited perquisites and personal benefits, such as charitable contribution match, home security systems and airline club memberships, which allow executives to devote more time to business while also promoting community engagement, health, wellness and safety | |

  51. Independent Compensation Consultant

    Independent Compensation Consultant For FY26, the Compensation Committee again selected and retained Pearl Meyer to serve as its independent compensation consultant. Prior to its engagement, the Committee re-assessed Pearl Meyer’s independence in light of applicable SEC rules and NYSE listing standards and determined that no conflict of interest or independence concerns existed. Pearl Meyer reports directly to the Compensation Committee and provides independent advice regarding executive and non-employee director compensation programs and practices. Representatives from Pearl Meyer also regularly attend meetings of the Compensation Committee and executive sessions as may be requested by the Committee from time to time.

  52. Management

    | Compensation Planning Cycle | | | SEPTEMBER - NOVEMBER | DECEMBER – FEBRUARY | | ● Review company and individual performance for prior year and approve annual incentive plan payouts ● Review and approve compensation disclosures to appear in Proxy Statement ● Approve compensation levels, including base salary, annual incentive plan target and equity awards ● Review feedback from Compensation Committee self-evaluation ● Review executive compliance with stock ownership policy | ● Review year-to-date results against annual incentive plan targets ● Review Say-on-Pay results and proxy advisory firm analyses ● Review compliance with Compensation Committee Charter ● Review director compensation (biennially) ● Review director compliance with stock ownership policy | | JUNE – AUGUST | MARCH - MAY | | ● Review year-to-date results against annual incentive plan targets ● Review composition of Peer Group and approve any changes ● Review trends and best practices, due to legislative and regulatory changes or otherwise ● Discuss potential changes to compensation plans or policies ● Review consultant independence and fees | ● Review year-to-date results against annual incentive plan targets ● Review share-based expense trend ● Discuss feedback from shareholder engagement ● Review compensation plans and potential changes for following year ● Review findings from compensation program risk assessment ● Discuss compensation levels for executive officers for following year |

  53. Benchmarking

    Benchmarking AutoZone reviews publicly available data from a peer group of companies to help us ensure that our executive compensation programs remain effective in carrying out our Guiding Principles.

  54. Peer Group Composition

    Peer Group Composition Our peer group is composed of direct competitors; companies with which we compete for talent, customers and capital; and companies with a comparable range of key financial measures and business model (e.g. retailer and distributor). Such companies are likely to have executive positions comparable in breadth, complexity and scope of responsibility to ours. The peer group data we use is from proxy filings and other published sources – it is not prepared or compiled especially for AutoZone. We annually review the appropriateness of this peer group. It typically has changed when a peer company experiences events such as acquisitions and spin-offs, or in the event a member company experiences significant performance challenges.

  55. Peer Group Composition

    | ● ● ● ● ● | ● ● ● ● ● | ● ● ● ● | | FY26 Peer Group | | | | ● Advance Auto Parts ● BJ’s Wholesale Club ● Costco Wholesale ● Dick’s Sporting Goods ● Dollar General | ● Dollar Tree ● Genuine Parts ● LKQ Corporation ● Lowe’s Companies ● O’Reilly Automotive | ● Sherwin Williams ● Tractor Supply Company ● Ulta Beauty ● W.W. Grainger |

  56. Peer Group Composition

    Changes to FY26 Peer Group. During FY25, the Compensation Committee reviewed the peer group for FY26 compensation programs. The intent of that review was to ensure our peer group consists of companies with a similar business model who face similar risks and opportunities as the macroeconomic environment changes, while also selecting companies with comparable financial metrics, market capitalizations and go-to market strategies. Management continues to believe the business models of automotive retailers and petroleum distributors are too dissimilar for inclusion in our peer group. Following such review, and upon input from management and Pearl Meyer, the Compensation Committee approved the following changes for the fiscal year 2026 peer group:

  57. Peer Group Composition

    | ● | Removed: Bath and Body Works |

  58. Peer Group Composition

    | ● | Added: BJ’s Wholesale Club |

  59. Use of Peer Group Data

    Use of Peer Group Data Peer group data is an important tool in determining executive compensation levels. However, due to a number of factors, executive compensation data is not perfectly comparable across companies. For example, companies, like AutoZone, consider the scope, complexity and strategic contributions of each role in setting executive compensation. These factors vary significantly across companies, even in the same industry. For this reason, AutoZone does not engage in strict benchmarking of compensation levels, i.e., we do not use specific data to support precise targeting of compensation, such as setting an executive’s base pay at the 50th percentile of an identified group of companies. Instead, we utilize peer group data to help determine competitive base salaries and short-term incentive target amounts that support our ability to attract and retain executive talent within our overall compensation philosophy. We do not target a Black-Scholes Merton value for option awards. The Compensation Committee believes a fixed-share grant approach better aligns executives with long-term stockholder outcomes than a fixed-value methodology and historically has maintained annual equity grants at approximately 0.8% of shares outstanding with a fixed run rate every year (approximately 0.9% of outstanding shares or less) which makes the cost of our program more predictable and does not tie us to continuous benchmarking that drives increased costs.

  60. Use of Peer Group Data

    | 2026 Proxy Statement | | 49 |

  61. Use of Peer Group Data

    Given the significant appreciation in the Company's stock price, the Company reduced the shares granted below 0.8% for the past two years of annual equity grants, a decrease relative to our historical norms. In this long-term context, the Committee approved a one-time increase to 1.02% of shares outstanding for fiscal 2027. The Committee viewed this as a measured adjustment that partially restores historical grant levels while maintaining prudent share usage and avoiding a meaningful increase in the economic value of awards. The Committee expects this adjustment to be temporary and currently intends to return to its customary grant rate of approximately 0.8% of shares outstanding following fiscal year 2027.

  62. Chief Executive Officer

    | Name | Daniele (1) | | Total Cash Compensation | $2,760,000 | | Peer Group Percentile | 28% | | Total Compensation | $11,158,796 | | Peer Group Percentile | 30% |

  63. Chief Executive Officer

    | ● | Bonus Target: Remained at 130% of base salary |

  64. Chief Executive Officer

    | ● | Stock Option Grant: Increased by ~15% |

  65. ANNUAL INCENTIVE PLAN

    ANNUAL INCENTIVE PLAN All executive officers were eligible to receive an annual cash incentive award under the FY26 U.S. Management Incentive Plan (“MIP”), which is designed to motivate and reward executives for short-term performance measured against pre-established financial goals. The following graphic illustrates the general design and structure of the MIP. The Compensation Committee annually reviews the design and elements of our executive compensation program to ensure it continues to reflect our Guiding Principles. In addition, the Committee periodically engages in a deeper review as may be appropriate due to evolving best practices, macroeconomic circumstances or otherwise. For example, during FY26, the Compensation Committee reviewed historical annual plan attainment levels over the prior 20-year period to ensure plan design reflected the Guiding Principles of Drive Performance and Drive Shareholder Value. In particular, the Compensation Committee reviewed incentive plan payout levels and performance against planned targets. In the instances where the Company performed significantly greater than plan and executive officers earned significant incentive plan payouts, the Committee reviewed underlying factors driving the exceptional performance, the incremental cost to stockholders, industry performance and industry-wide compensation practices. Based on this review, the Compensation Committee determined the MIP is designed effectively and furthers all three Guiding Principles. As a result, the Compensation Committee has not made any significant changes to the plan design.

  66. Performance Goals and Payout Matrix

    Performance Goals and Payout Matrix Actual payouts under our annual incentive plan are based upon performance against the matrix set forth on the following page. In developing the matrix, the Compensation Committee began with Economic Profit because it ensures that the Company is using capital to generate profitable earnings efficiently and in a manner that is sustainable for the future. In other words, Economic Profit ensures that growth, as well as the cost of growth, are balanced and achieved in a manner that maximizes the long-term interests of our stockholders. Furthermore, Economic Profit allows us to align short-term compensation goals to long-term value creation. Accordingly, target Economic Profit, calculated by reference to the FY26 operating plan EBIT and ROIC, would result in target (or 100%) payout. Different levels of attainment of EBIT and ROIC on a pre-determined matrix result in varying levels of Economic Profit and payout is based upon actual Economic Profit against target Economic Profit. Accordingly, annual incentive payouts are driven by EBIT and ROIC and their corresponding impact to Economic Profit versus target. For these reasons, we do not apply straight-line interpolation of our EBIT and ROIC as we focus on impact to Economic Profit instead.

  67. Performance Goals and Payout Matrix

    | 2026 Proxy Statement | | 53 |

  68. Performance Goals and Payout Matrix

    The key metrics in developing the FY26 annual incentive plan are defined below. The Compensation Committee may (but is not required to) adjust for the effect of one-time charges and extraordinary events such as asset write-downs, litigation judgments or settlements, changes in tax laws, accounting principles or other laws or provisions affecting reported results, accruals for reorganization or restructuring, and any other extraordinary non-recurring items, acquisitions or divestitures and any foreign exchange gains or losses on the calculation of performance. In the last few years, we have experienced significant product cost inflation, primarily driven by tariffs, resulting in the elimination of our unrecorded historical LIFO reserve and non-cash LIFO adjustments that have added volatility to our pre-tax operating earnings. Therefore, the Compensation Committee has elected to exclude LIFO adjustments.

  69. Performance Goals and Payout Matrix

    | ● | Earnings before interest and taxes (“EBIT”) is defined as net income plus interest and taxes. |

  70. Performance Goals and Payout Matrix

    | ● | Return on Invested Capital (“ROIC”) is defined as after-tax operating profit (excluding rent) divided by average invested capital (which includes a factor to capitalize operating leases). |

  71. Performance Goals and Payout Matrix

    | ● | Economic Profit is calculated as net operating profit (including rent) after taxes, less the cost of capital using a capital charge rate of 10.5%. |

  72. Performance Goals and Payout Matrix

    Additionally, the Payout Matrix is further adjusted to ensure the annual incentive plan embodies our Guiding Principles—Drive Performance, Drive Retention and Drive Shareholder Value. These adjustments to the matrix serve as “guardrails” and are described below.

  73. Performance Goals and Payout Matrix

    | ● | Performance Hurdle. The annual incentive plan is subject to a pre-established threshold or hurdle such that no annual incentive awards are paid out unless the Company achieves 90% of target Economic Profit. If the Company achieves 90% of target Economic Profit, payout is 50% of target MIP opportunity. Achievement above 50% is paid by reference to the matrix. We believe this ensures goals are appropriately rigorous to drive performance. |

  74. Performance Goals and Payout Matrix

    | ● | Emphasize EBIT Growth. The matrix is also modified such that payout shall not exceed target (or 100%) unless the EBIT target is exceeded. In other words, exceeding the ROIC target alone will not be sufficient to result in an above-target payout. The rationale for this is that there must be “incremental EBIT” (or EBIT in excess of target EBIT) to fund the additional incentive payout. This ensures that any excess payout earned by, and paid to, management does not come at the expense of stockholders but rather is paid out of the additional profit dollars generated by management’s efforts. |

  75. Performance Goals and Payout Matrix

    Historically, the Compensation Committee has not made adjustments related to foreign exchange gains or losses related to the calculation of performance under the MIP. The attainment calculation excluded the impact of foreign currency fluctuations above a threshold that reflects a level of international operational contribution. This approach ensures alignment with the broader financial structure and recognizes the materiality of global earnings in overall performance framework. The Compensation Committee has approved the FY26 MIP based upon last year’s exchange rate and will not consider an adjustment based on exchange rate fluctuations unless the impact is greater than 5% of International EBIT which it has exceeded in each of the last two years – one favorably to management’s bonus and one unfavorably.

  76. Performance Goals and Payout Matrix

    | | AutoZone FY26 Annual Incentive Plan Payout Matrix | | | | | | | | | | ROIC | EBIT | $3,253.0 | $3,444.3 | $3,635.7 | $3,827.0 | $3,865.3 | $4,018.4 | $4,209.7 | $4,401.1 | | | (MMs) | 85% | 90% | 95% | 100% | 101% | 105% | 110% | 115% | | | 35.16% | — | —% | 67% | 89% | 93% | 110% | 132% | 154% | | | 35.66% | — | —% | 70% | 92% | 96% | 114% | 135% | 157% | | | 36.16% | — | 51% | 73% | 95% | 99% | 116% | 138% | 160% | | | 36.66% | — | 53% | 75% | 97% | 102% | 119% | 141% | 163% | | | 37.16% | — | 56% | 78% | 100% | 104% | 122% | 144% | 166% | | | 37.66% | — | 58% | 80% | 100% | 107% | 125% | 147% | 169% | | | 38.16% | — | 60% | 83% | 100% | 110% | 128% | 150% | 172% | | | 38.66% | — | 63% | 85% | 100% | 112% | 130% | 153% | 175% | | | 39.16% | — | 65% | 87% | 100% | 114% | 133% | 155% | 178% | | | 39.66% | — | 67% | 90% | 100% | 115% | 135% | 158% | 180% | | | 40.16% | — | 69% | 92% | 100% | 115% | 137% | 160% | 183% | | | 40.66% | — | 71% | 94% | 100% | 115% | 140% | 163% | 186% | | | 41.16% | 50% | 73% | 96% | 100% | 115% | 142% | 165% | 188% |

  77. Performance Goals and Payout Matrix

    Note: Shaded areas on the matrix indicate levels of attainment in which EBIT and ROIC would result in Economic Profit that is less than 90% of target Economic Profit and therefore does not meet the specified hurdle and results in no payout.

  78. Performance Goals and Payout Matrix

    | 54 | | 2026 Proxy Statement |

  79. Attainment per Matrix

    | ($in mill) | Target | Actual | | Economic Profit | $2,372.5 | $2,399.7 | | EBIT | $3,827.0 | $3,819.1 | | ROIC | 37.16% | 36.27% | | MIP Attainment per Matrix (% of Target): 105.73% | | |

  80. Actual Payouts

    Actual Payouts Based on actual FY26 performance against pre-established financial goals, each NEO earned the following annual incentive plan payout.

  81. Actual Payouts

    | | | | | Payout | | | | | Target | | (105.73% | | | | Base Salary | (% of Base | Target | of Target) | Actual Payout | | Name | ($) | Salary) | ($) | ($) | ($) | | Philip B. Daniele, III | 1,169,231 | 130.0% | 1,520,000 | 1,607,097 | 1,607,097 | | Jamere Jackson | 823,539 | 100.0% | 823,539 | 870,728 | 870,728 | | Thomas B. Newbern | 823,539 | 100.0% | 823,539 | 870,728 | 870,728 | | Eric S. Gould | 520,000 | 75.0% | 390,000 | 412,347 | 412,347 | | Kenneth E. Jaycox, Jr. | 508,462 | 60.0% | 305,077 | 322,558 | 322,558 |

  82. Long-Term Incentive Plan

    Long-Term Incentive Plan For FY26, all executive officers were awarded long-term incentives under the 2020 AutoZone, Inc. Omnibus Incentive Award Plan in the form of stock options. These equity awards are granted to drive long-term performance by rewarding value creation from stock price appreciation. As with other elements of executive compensation, the Compensation Committee annually reviews the design of the long-term incentive plan to ensure it remains effective and in furtherance of the Guiding Principles. While the Compensation Committee has traditionally granted long-term compensation in the form of stock options, the Committee continues to evaluate the efficacy of stock options against other potential equity vehicles, primarily performance share units.

  83. Long-Term Incentive Plan

    | ● | Performance Metrics. Stock options directly align management’s interest with the long-term interests of stockholders by awarding value upon stock price appreciation and long-term value creation. |

  84. Long-Term Incentive Plan

    | ● | Term. The 10-year term of stock options necessarily incents management to focus on a six to eight year performance period when options typically reach their greatest value. By contrast, performance share units typically carry a three or four year performance period. Because of the success of the stock option program and success of company our option holders have held longer than typical which further reinforces the benefits, including a tax benefit to the company. |

  85. Long-Term Incentive Plan

    | 2026 Proxy Statement | | 55 |

  86. Long-Term Incentive Plan

    | ● | Resilience. Unlike shorter-term awards, which can present boards with difficult decisions, such as whether to exercise discretion, modify awards, modify performance metrics or lose good talent, in times of economic distress or market disruption, the long-term nature of stock options is more resilient to extreme and unpredictable volatility caused by macroeconomic factors, thus encouraging management to focus solely on the best interests of the Company and its stockholders. |

  87. Long-Term Incentive Plan

    | ● | Retention. Turnover of executive officers, after excluding departures due to retirement or performance, remain below market. Additionally, because retirement-eligible executives (as defined in the applicable plan) may continue to vest and retain option awards for the entire term, these executives are further incented to develop organizational talent, facilitate succession planning and transfer institutional knowledge. This ensures the long-term stability and growth of the organization even after the individual’s retirement. |

  88. Long-Term Incentive Plan

    | ● | Prevalence. Stock options are less prevalent in today’s market. In some instances, stock options are disfavored because they are too rigorous (i.e., companies are unable to deliver long-term growth making stock options the less valuable instrument or even causing them to be worthless). Some constituents disfavor stock options because they are not rigorous enough (i.e., it is argued they are not performance-based). Additionally, stock options are disfavored by some management teams who have had experience with underwater stock options or teams who don’t see a path to considerable future value creation. Our Board and management team believe in and want to incentivize our management team to continue to deliver exceptional performance. |

  89. Long-Term Incentive Plan

    After considering the factors above, the Committee contends that stock options are the most appropriate performance-based equity vehicle for AutoZone’s leadership team and in the best interests of the Company’s stockholders. Also, when considering the efficacy of stock options, the Committee observed the following:

  90. Long-Term Incentive Plan

    | ● | The Company’s burn rate remains at the median of the Peer Group. |

  91. Long-Term Incentive Plan

    | ● | The Company’s long-term performance, as measured by total shareholder return over the last ten years is in the top quartile compared to its Peer Group. |

  92. Long-Term Incentive Plan

    | ● | The average number of years stock options have been held before exercise is six years from the date of grant, for current executive officers as a group (based upon the last ten years of activity). In many instances, our most senior executive officers hold closer to six to eight years which is significantly longer than the vesting period. |

  93. Stock Options

    Stock Options The non-qualified stock options are typically granted in early October at the first regularly scheduled Compensation Committee meeting of the fiscal year. Awards of stock options may be granted outside of this time frame in the event of promotions, external hires or other unique circumstances. Options have a term of ten years and generally become vested and exercisable over a four-year period at the rate of one-fourth per year. Beginning with FY25, the majority of our executive committee will vest over a four-year period with no options vesting after year 1, 50% exercisable after two years and 25% vest in years three and four. Beginning with the FY21 grant, options vest on October 15 of each year following the grant date, to ensure the first vesting date occurs more than one full year after the date of grant. The exercise price for such options is equal to the closing price of our common stock on the grant date, as quoted on the NYSE. Under the terms of the AutoZone, Inc. 2020 Omnibus Incentive Award Plan, we may not grant stock options with a strike price at a discount to fair market value. Unless otherwise determined by the Compensation Committee, “fair market value” as of a given date is the closing price of our common stock as quoted on the NYSE on such date or, if the shares were not traded on that date, the most recent preceding date when such shares were traded. In FY26, the CEO was granted 25% of LTIP awards in the form of premium-priced stock options (10% above the stock price on the date of grant), with a 100% cliff vest after five years and 75% as non-qualified stock options with 50% vesting in year two and 25% vesting in each years three and four.

  94. Stock Options

    | 56 | | 2026 Proxy Statement |

  95. FY26 Long-Term Incentive Plan Awards

    FY26 Long-Term Incentive Plan Awards

  96. FY26 Long-Term Incentive Plan Awards

    | Name | FY25 Options Granted | | FY26 Options/RSUs Granted | | Share (+/-) from | Value (+/-) from | | | | (#) | ($) | (#) | ($) | Prior Year | Prior Year | Rationale | | Philip B. Daniele, III | 6,328 | 7,198,789 | 5,670 | 8,276,763 | (10.4)% | 15.0% | Increase related to Black-Scholes Merton value of stock options | | Jamere Jackson | 4,597 | 5,200,014 | 4,049 | 5,909,820 | (11.9)% | 13.7% | Increase related to Black-Scholes Merton value of stock options | | Thomas B. Newbern | 4,597 | 5,200,014 | 4,049 | 5,909,820 | (11.9)% | 13.7% | Increase related to Black-Scholes Merton value of stock options | | Eric S. Gould | 2,917 | 3,299,639 | 3,380 | 4,933,364 | 15.9% | 49.5% | Increase in value related to promotion for the prior year and increased Black-Scholes Merton value of stock options | | Kenneth E. Jaycox, Jr. | 2,917 | 3,299,639 | 4,348 | 8,882,258 | 49.1% | 169.2% | Increase in value related to performance for the prior year and increased Black-Scholes Merton value of stock options along with one-time RSU retention grant |

  97. Equity Award Grant Practices

    Equity Award Grant Practices The Compensation Committee typically approves annual equity award grants during the regularly scheduled meeting held in the first quarter of the fiscal year, with a grant date of two business days after the conclusion of the meeting. The grant date practice was adopted to allow for the prior disclosure of material nonpublic information, if any, that may be approved by the Board at such meeting. Awards may also be granted outside of this schedule in other limited circumstances, such as the commencement of employment or internal promotion. The Compensation Committee does not grant equity awards in anticipation of the release of material nonpublic information, nor is the timing of disclosures of material nonpublic information based on equity award grant dates. In fiscal year 2026, the Compensation Committee did not grant stock options to any NEO during the period beginning four business days before and ending one business day after the filing or furnishing of a Form 10-K, Form 10-Q or Form 8-K that discloses material non-public information.

  98. One-Time Special Awards

    One-Time Special Awards As a general rule, the Company does not grant one-time special awards to executive officers. However, in limited instances, the Company may grant a one-time special sign-on award for the sole purpose of recruiting and attracting high-caliber candidates to the AutoZone Executive Committee. Over the past six years, the Company has only issued one-time special awards to executive officers in seven instances, six of which were sign-on awards subject to our typical four-year vesting conditions, and an additional one-time retention grant in FY26 described below. These sign-on awards, consistent with market practice, serve to incentivize external candidates to accept our offer of employment while also providing compensation for any unvested awards he or she may have left from their prior employer. Furthermore, providing equity subject to multi-year vesting conditions immediately aligns external hires’ interests with those of the balance of the management team and our stockholders. Although the Company has experienced exceptional executive retention over time, based on the CEO’s recommendation, the Compensation Committee determined that leadership continuity remains particularly important in areas that are central to the Company's long-term growth strategy. Accordingly, the Compensation Committee approved a one-time retention award, to Senior Vice President - Commercial, Kenneth Jaycox, in August 2026 intended to reinforce long-term retention and stockholder alignment while supporting continued execution of strategic Commercial growth initiatives. The award was structured with an extended five-year cliff vesting period, a substantial continued-service requirement to emphasize long-term value creation and retention. The Compensation Committee does not regularly grant special retention awards and views such awards as exceptional, to be used only when justified by unique business circumstances and strategic retention considerations.

  99. Summary Compensation Table

    Summary Compensation Table This table shows the compensation paid to the NEOs during the 2026, 2025 and 2024 fiscal years.

  100. Summary Compensation Table

    | | | | | | | Non-Equity | | | | | | | | Stock | Option | Incentive Plan | All Other | | | | | Salary | Bonus | Awards | Awards | Compensation | Compensation | Total | | Name and Principal Position | Year | ($) | ($)(1) | ($) (2)(3) | ($) (3) | ($) (4) | ($) (5) | ($) | | Philip B. Daniele, III | 2026 | 1,169,231 | — | 17,829 | 8,276,763 | 1,607,097 | 166,044 | 11,236,964 | | President & Chief Executive Officer | 2025 | 1,000,000 | — | 27,754 | 7,198,789 | 1,257,751 | 152,120 | 9,636,414 | | | 2024 | 855,000 | — | 25,022 | 7,199,838 | 1,002,363 | 116,242 | 9,198,465 | | Jamere Jackson (6) | 2026 | 823,539 | — | — | 5,909,820 | 870,728 | 106,331 | 7,710,418 | | Chief Financial Officer | 2025 | 808,462 | — | — | 5,200,014 | 782,187 | 101,743 | 6,892,406 | | | 2024 | 804,769 | — | 8,135 | 5,200,028 | 771,295 | 93,383 | 6,877,610 | | Thomas B. Newbern | 2026 | 823,539 | — | — | 5,909,820 | 870,728 | 106,589 | 7,710,676 | | Chief Operating Officer | 2025 | 808,462 | — | — | 5,200,014 | 782,187 | 99,836 | 6,890,499 | | | 2024 | 790,923 | — | — | 5,200,028 | 760,982 | 82,624 | 6,834,557 | | Eric S. Gould | 2026 | 520,000 | — | — | 4,933,364 | 412,347 | 48,826 | 5,914,537 | | Executive Vice President, | 2025 | | | | | | | | | Merchandising, Marketing & Supply Chain | 2024 | | | | | | | | | Kenneth E. Jaycox, Jr. | 2026 | 508,462 | — | 5,007,470 | 3,882,470 | 322,558 | 59,058 | 9,780,018 | | Senior Vice President, Commercial | 2025 | 500,000 | — | — | 3,299,639 | 290,251 | 194,608 | 4,284,498 | | | 2024 | 48,077 | — | — | 5,298,895 | 28,647 | 21,473 | 5,397,092 |

  101. Summary Compensation Table

    | (1) Annual incentive awards were paid pursuant to the approved management incentive plan and therefore appear in the “non-equity incentive plan compensation” column of the table. |

  102. Summary Compensation Table

    | (2) Except as specifically noted below for Mr. Jaycox, represents shares acquired pursuant to the Executive Stock Purchase Plan. See “Compensation Discussion and Analysis” on page 60 for more information about the Executive Stock Purchase Plan. See Note N, Share-Based Plans, to our consolidated financial statements in our Annual Report for a description of the Executive Stock Purchase Plan and the accounting and assumptions used in calculating expenses in accordance with FASB ASC Topic 718. For Mr. Jaycox, $7,682 of the total amount is attributable to the XSPP and $4,999,788 is attributable to his RSU grant. |

  103. Summary Compensation Table

    | (3) The value of stock awards and option awards was determined as required by FASB ASC Topic 718. There is no assurance that these values will be realized. See Note N, Share-Based Plans, to our consolidated financial statements in our Form 10-K for details on assumptions used in the valuation. |

  104. Summary Compensation Table

    | (4) Incentive amounts were earned for the 2026 fiscal year pursuant to the approved management incentive plan and were paid in October 2026. See “Compensation Discussion and Analysis” on page 53 for more information about this plan. |

  105. Summary Compensation Table

    | (5) All Other Compensation includes the following: |

  106. Summary Compensation Table

    | | | | | | | Company | | | | | | | | | Contributions | | | | | Perquisites and | | | | to Defined | Life | | | | Personal | | Charitable | Imputed | Contribution | Insurance | | | | Benefits | Relocation | Contributions | Income | Plans | Premiums | | Name | | ($)(A) | ($) | ($)(B) | ($)(C) | ($)(D) | ($) | | Philip B. Daniele, III | 2026 | 9,746 | — | 37,065 | 23,903 | 89,695 | 5,635 | | Jamere Jackson | 2026 | 6,121 | — | 15,594 | 16,183 | 64,186 | 4,247 | | Thomas B. Newbern | 2026 | 7,534 | — | 3,500 | 27,131 | 64,186 | 4,238 | | Eric S. Gould | 2026 | 8,317 | — | 7,500 | 8,878 | 22,376 | 1,755 | | Kenneth E. Jaycox, Jr. | 2026 | 6,566 | — | 7,200 | 9,333 | 34,083 | 1,876 |

  107. Summary Compensation Table

    | (A) Perquisites and personal benefits for all NEOs include Company-provided home security system and/or monitoring services, airline club memberships and status upgrades, Company-paid spouse business-related travel and Company-paid long-term disability insurance premiums. |

  108. Summary Compensation Table

    | (B) Matching charitable contributions made under the AutoZone Matching Gift program, under which executives may contribute to qualified charitable organizations and AutoZone provides a matching contribution to the charities in an equal amount, up to $50,000 in the aggregate for each executive committee member annually. |

  109. Summary Compensation Table

    | (C) Represents amounts related to imputed earnings on company-paid, taxable life insurance and miscellaneous other items. |

  110. Summary Compensation Table

    | (D) Represents employer contributions to the AutoZone, Inc. 401(k) Plan and the AutoZone, Inc. Executive Deferred Compensation Plan. |

  111. Summary Compensation Table

    | (6) Mr. Jackson resigned as Chief Financial Officer effective November 25, 2026. |

  112. Summary Compensation Table

    | 62 | | 2026 Proxy Statement |

  113. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information regarding plan-based awards granted to the Company’s NEOs during the 2026 fiscal year. See “Compensation Discussion and Analysis” beginning on page 55 for additional information on each of these awards.

  114. Grants of Plan-Based Awards

    | | | | | | All Other | All Other | | | | | | | | | Stock | Option | | Grant | | | | | | | Awards: | Awards: | Exercise | Date Fair | | | | Estimated Future Payments | | | Number of | Number of | or Base | Value of | | | | Under Non-equity Incentive | | | Shares of | Securities | Price of | Stock and | | | | Plans (1) | | | Stock or | Underlying | Option | Option | | | Equity Plans | Threshold | Target | Maximum | Units | Options | Awards | Awards | | Name | Grant Date | ($) | ($) | ($) | (#) (2) | (#) (3) | ($) | ($) | | Philip B. Daniele, III | | 760,000 | 1,520,000 | 4,560,000 | | | | | | | 10/10/2025 | | | | | 4,253 | 4,075.31 | 6,207,574 | | | 10/10/2025 | | | | | 1,417 | 4,482.84 | 2,069,189 | | | 9/30/2025 | | | | 1 | | | 4,290 | | | 12/31/2025 | | | | 2 | | | 6,783 | | | 3/31/2026 | | | | 2 | | | 6,756 | | | | | | | | | | 8,294,592 | | Jamere Jackson | | 411,769 | 823,538 | 2,470,615 | | | | | | | 10/10/2025 | | | | | 4,049 | 4,075.31 | 5,909,820 | | | | | | | | | | 5,909,820 | | Thomas B. Newbern | | 411,769 | 823,538 | 2,470,615 | | | | | | | 10/10/2025 | | | | | 4,049 | 4,075.31 | 5,909,820 | | | | | | | | | | 5,909,820 | | Eric S. Gould | | 195,000 | 390,000 | 1,170,000 | | | | | | | 10/10/2025 | | | | | 3,380 | 4,075.31 | 4,933,364 | | | | | | | | | | 4,933,364 | | Kenneth E. Jaycox, Jr. | | 152,538 | 305,077 | 915,231 | | | | | | | 10/10/2025 | | | | | 2,660 | 4,075.31 | 3,882,470 | | | 9/30/2025 | | | | 1 | | | 4,290 | | | 12/31/2025 | | | | 1 | | | 3,392 | | | 8/28/2026 | | | | 1,688 | | | 4,999,788 | | | | | | | | | | 8,889,940 |

  115. Grants of Plan-Based Awards

    | (1) Represents potential threshold, target and maximum incentive compensation for the 2026 fiscal year under the approved management incentive plan based on the dollar value of the estimated target amount payable if the specified performance target is reached. The amounts actually paid for the 2026 fiscal year are described in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table. The “threshold” is the minimum payment level under the approved management incentive plan which is 50% of the target amount. The maximum is 300% of the target. |

  116. Grants of Plan-Based Awards

    | (2) Represents shares awarded pursuant to the Executive Stock Purchase Plan, with the exception of Mr. Jaycox whose number of shares includes 1,688 pursuant to a one-time RSU grant. |

  117. Grants of Plan-Based Awards

    | (3) Represents options awarded pursuant to the 2020 Omnibus Incentive Plan. |

  118. Grants of Plan-Based Awards

    | 2026 Proxy Statement | | 63 |

  119. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information regarding outstanding stock option awards under the Amended 2011 Equity Plan, the 2011 Equity Plan, 2020 Omnibus Incentive Plan, and unvested shares under the Executive Stock Purchase Plan for the Company’s NEOs as of August 29, 2026:

  120. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Shares | | | | | | | | | Number of | Market | | | | Number of Securities | | | | Shares of | Value of | | | | Underlying Unexercised Options | | Option | | Stock that | Shares of Stock | | | | | | Exercise | Option | have not | that have not | | Name | Grant Date | Exercisable | Unexercisable | Price ($) | Expiration Date | Vested (4) (5) | Vested ($) (6) | | Philip B. Daniele, III | 9/26/2017 | 1,927 | —(1) | 587.13 | 9/27/2027 | | | | | 9/25/2018 | 5,450 | —(1) | 772.80 | 9/26/2028 | | | | | 10/7/2019 | 6,620 | —(1) | 1,060.81 | 10/8/2029 | | | | | 10/7/2020 | 4,800 | —(1) | 1,139.99 | 10/8/2030 | | | | | 6/16/2021 | 500 | —(1) | 1,390.47 | 6/16/2031 | | | | | 10/5/2021 | 5,590 | —(1) | 1,651.22 | 10/5/2031 | | | | | 10/4/2022 | 3,930 | 1,310(1) | 2,205.03 | 10/4/2032 | | | | | 10/6/2023 | 2,643 | 2,644(1) | 2,549.04 | 10/6/2033 | | | | | 1/2/2024 | 1,070 | 1,070(1) | 2,568.50 | 1/2/2034 | | | | | 10/11/2024 | — | 1,555(2) | 3,442.76 | 10/11/2034 | | | | | 10/11/2024 | — | 4,773(3) | 3,129.78 | 10/11/2034 | | | | | 10/10/2025 | — | 1,417(2) | 4,482.84 | 10/10/2035 | | | | | 10/10/2025 | — | 4,253(3) | 4,075.31 | 10/10/2035 | | | | | 9/30/2025 | | | | | 1 | 2,962 | | | 12/31/2025 | | | | | 2 | 5,924 | | | 3/31/2026 | | | | | 2 | 5,924 | | Totals | | 32,530 | 17,022 | | | 5 | 14,810 | | Jamere Jackson | 10/7/2020 | 6,900 | —(1) | 1,139.99 | 10/8/2030 | | | | | 10/5/2021 | 5,590 | —(1) | 1,651.22 | 10/5/2031 | | | | | 10/4/2022 | 3,930 | 1,310(1) | 2,205.03 | 10/4/2032 | | | | | 10/6/2023 | 2,643 | 2,644(1) | 2,549.04 | 10/6/2033 | | | | | 10/11/2024 | 1,149 | 3,448(1) | 3,129.78 | 10/11/2034 | | | | | 10/10/2025 | — | 4,049(1) | 4,075.31 | 10/10/2035 | | | | Totals | | 20,212 | 11,451 | | | — | — | | Thomas B. Newbern | 10/7/2019 | 8,500 | —(1) | 1,060.81 | 10/8/2029 | | | | | 10/7/2020 | 6,900 | —(1) | 1,139.99 | 10/8/2030 | | | | | 10/5/2021 | 6,710 | —(1) | 1,651.22 | 10/5/2031 | | | | | 10/4/2022 | 3,930 | 1,310(1) | 2,205.03 | 10/4/2032 | | | | | 10/6/2023 | 2,643 | 2,644(1) | 2,549.04 | 10/6/2033 | | | | | 10/11/2024 | — | 4,597(3) | 3,129.78 | 10/11/2034 | | | | | 10/10/2025 | — | 4,049(3) | 4,075.31 | 10/10/2035 | | | | Totals | | 28,683 | 12,600 | | | — | — | | Eric S. Gould | 9/26/2017 | 1,615 | —(1) | 587.13 | 9/27/2027 | | | | | 9/25/2018 | 1,275 | —(1) | 772.80 | 9/26/2028 | | | | | 10/7/2019 | 1,713 | —(1) | 1,060.81 | 10/8/2029 | | | | | 10/7/2020 | 1,500 | —(1) | 1,139.99 | 10/8/2030 | | | | | 2/8/2021 | 1,650 | —(1) | 1,224.95 | 2/8/2031 | | | | | 10/5/2021 | 3,880 | —(1) | 1,651.22 | 10/5/2031 | | | | | 10/4/2022 | 2,730 | 910(1) | 2,205.03 | 10/4/2032 | | | | | 10/6/2023 | 2,050 | 2,050(1) | 2,549.04 | 10/6/2033 | | | | | 10/11/2024 | — | 2,917(3) | 3,129.78 | 10/11/2034 | | | | | 10/10/2025 | — | 3,380(3) | 4,075.31 | 10/10/2035 | | | | Totals | | 16,413 | 9,257 | | | — | — | | Kenneth E. Jaycox, Jr. | 7/29/2024 | 2,356 | 2,357(1) | 3,072.66 | 7/29/2034 | | | | | 10/11/2024 | 729 | 2,188(1) | 3,129.78 | 10/11/2034 | | | | | 10/10/2025 | — | 2,660(1) | 4,075.31 | 10/10/2035 | | | | | 9/30/2025 | | | | | 1 | 2,962 | | | 12/31/2025 | | | | | 1 | 2,962 | | | 8/28/2026 | | | | | 1,688 | 4,999,788 | | Totals | | 3,085 | 7,205 | | | 1,690 | 5,005,712 |

  121. Outstanding Equity Awards at Fiscal Year-End

    | (1) Stock options vest annually in one-fourth increments over a four-year period. |

  122. Outstanding Equity Awards at Fiscal Year-End

    | (2) Stock options cliff vest 100% in year five. |

  123. Outstanding Equity Awards at Fiscal Year-End

    | (3) Stock options vest 50% in year two, 25% in year three and 25% in year four. |

  124. Outstanding Equity Awards at Fiscal Year-End

    | (4) Represents shares acquired pursuant to unvested shares granted under the Executive Stock Purchase Plan. Such shares vest on the first anniversary of the date the option was exercised under the plan and will vest immediately upon a participant’s termination of employment without cause or the participant’s death or disability. |

  125. Outstanding Equity Awards at Fiscal Year-End

    | (5) Shares for Mr. Jaycox includes 1,688 pursuant to a one-time RSU grant. |

  126. Outstanding Equity Awards at Fiscal Year-End

    | (6) Based on the closing price of AutoZone common stock on August 29, 2026 ($2,961.96 per share). |

  127. Outstanding Equity Awards at Fiscal Year-End

    | 64 | | 2026 Proxy Statement |

  128. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information regarding stock option exercises and vested stock awards for the Company’s NEOs during the fiscal year ended August 29, 2026:

  129. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | | Number | | Number | | | | of Shares | Value | of Shares | Value | | | Acquired | Realized | Acquired | Realized | | | on Exercise | on Exercise | on Vesting | on Vesting | | Name | (#) | ($) (1) | (#) (2) | ($) (3) | | Philip B. Daniele, III | 3,533 | 11,814,279 | 8 | 28,511 | | Jamere Jackson | — | — | — | — | | Thomas B. Newbern | — | — | — | — | | Eric S. Gould | — | — | — | — | | Kenneth E. Jaycox, Jr. | — | — | — | — |

  130. Option Exercises and Stock Vested

    | (1) If the shares were sold immediately upon exercise, the value realized on exercise of the option is the difference between the actual sales price and the exercise price of the option. Otherwise, the value realized is the difference between the closing price of AutoZone common stock on the NYSE on the date of exercise and the exercise price of the option. |

  131. Option Exercises and Stock Vested

    | (2) Represents shares acquired pursuant to the Executive Stock Purchase Plan. See “Compensation Discussion and Analysis” on page 60 for more information about this plan. |

  132. Option Exercises and Stock Vested

    | (3) Based on the closing price of AutoZone common stock on the vesting date. |

  133. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table sets forth information regarding nonqualified deferred compensation for the Company’s NEOs as of and for the year ended August 29, 2026.

  134. Nonqualified Deferred Compensation

    | | Executive | Company | Aggregate | Aggregate | Aggregate | | | Contributions | Contributions | Earnings/ Losses | Withdrawals / | Balance at | | | in Last FY | in Last FY | in Last FY | Distributions | Last FYE | | Name | ($) (1) | ($) (2) | ($) (3) | ($) | ($) | | Philip B. Daniele, III | 230,621 | 77,541 | 218,415 | — | 2,316,045 | | Jamere Jackson | 80,255 | 49,786 | 136,992 | — | 1,022,845 | | Thomas B. Newbern | 321,022 | 49,786 | 328,306 | (2,418) | 3,227,309 | | Eric S. Gould | 219,921 | 14,376 | 404,187 | — | 3,856,535 | | Kenneth E. Jaycox, Jr. | 91,297 | 17,672 | 17,841 | — | 144,661 |

  135. Nonqualified Deferred Compensation

    | (1) Represents contributions by the NEOs under the AutoZone, Inc. Executive Deferred Compensation Plan (the “EDCP”). Such contributions are included under the appropriate “Salary” and “Non-Equity Incentive Plan Compensation” columns for the NEOs in the Summary Compensation Table. |

  136. Nonqualified Deferred Compensation

    | (2) Represents matching contributions by the Company under the EDCP. Such contributions are included under the “All Other Compensation” column for the NEOs in the Summary Compensation Table. |

  137. Nonqualified Deferred Compensation

    | (3) Represents the difference between the aggregate balance at end of fiscal 2026 and 2025, excluding (i) contributions made by the executive officer and the Company during fiscal 2026 and (ii) any withdrawals or distributions during fiscal 2026. None of the earnings/losses in this column were included in the Summary Compensation Table because they were not preferential or above market. |

  138. Nonqualified Deferred Compensation

    Officers of the Company with the title of vice president or higher based in the United States are eligible to participate in the EDCP. As of August 29, 2026, there were 61 such officers of the Company. The EDCP is a nonqualified plan that allows officers to make a pretax deferral of base salary and bonus compensation. Officers may defer up to 25% of base salary and up to 75% of bonus compensation. The Company match is calculated based on 100% of the first 3% of deferred compensation and 50% of the next 2% deferred, less the maximum value of the Company match available generally to participants in AutoZone’s 401(k) Plan. Participants may select among various mutual funds in which to invest their deferral accounts. Participants may elect to receive distribution of their deferral accounts at retirement or starting in a specific future year of choice before or after anticipated retirement (but not later than the year in which the participant reaches age 75). If a participant’s employment with AutoZone terminates other than by retirement or death, the account balance will be paid in a lump sum payment six months after termination of employment. There are provisions in the EDCP for withdrawal of all or part of the deferral account balance in the event of an extreme and unforeseen financial hardship.

  139. Nonqualified Deferred Compensation

    | 2026 Proxy Statement | | 65 |

  140. Potential Payments Upon Termination Or Change In Control

    Potential Payments Upon Termination Or Change In Control Our NEOs may receive certain benefits if their employment terminates under specified circumstances. These benefits derive from Company policies, plans, agreements and arrangements described below.

  141. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE Pursuant to Item 402(u) of Regulation S-K, we have conducted an analysis of our global AutoZoner population in order to estimate and disclose the total compensation paid to our median employee, not including our CEO, as well as the ratio of the total compensation paid to said median employee as compared to the total compensation paid to our CEO. The analysis, which is described below, yielded the following results:

  142. PAY RATIO DISCLOSURE

    | Total compensation for the median employee | | | for fiscal 2026 (not including the CEO): | $29,450 | | Total compensation for the CEO: | $11,236,964 | | Resulting CEO-to-median employee pay ratio: | 381:1 |

  143. PAY RATIO DISCLOSURE

    Measurement date. We identified the median employee from our population as of June 30, 2026. Compensation measure. The regulations require us to use a “consistently applied compensation measure”, or CACM, to identify the median employee. Based on an analysis of the AutoZone workforce, we determined that fixed or guaranteed compensation, including overtime and earnings for paid time off, plus variable compensation (e.g., bonus or commission pay) closely approximate the annual total direct compensation of our employees. We converted the earnings paid in local (non-U.S.) currency to U.S. dollars using published exchange rates as of June 30, 2026. We did not apply pay adjustments allowed by the rules in order to ensure a conservative estimate (i.e., it is unlikely that the estimate could have been higher than that calculated). Excluded population. We excluded from the analysis AutoZoners in Brazil, Canada, China, France, Germany, India, Taiwan, Turkey and the United Kingdom, pursuant to the de minimis exemption under the rules. The 2,770 AutoZoners in these locations represent less than 5% of the total employee population of 132,704 as of June 30, 2026.

  144. Pay versus Performance

    Pay versus Performance The following table sets forth (i) total compensation paid to Mr. Rhodes, our former principal executive officer (“PEO”) when he served as PEO and Mr. Daniele, our current PEO, for all five fiscal years presented, as set forth in our Summary Compensation Table (“SCT”), (ii) Compensation Actually Paid (“CAP”) to our PEO, (iii) average total compensation paid to our NEOs, excluding Mr. Daniele, and also excluding Mr. Rhodes, for the periods which each served as our PEO, as set forth in the SCT for such fiscal year, (iv) average CAP to our other NEOs, in each case as calculated in accordance with Item 402(v) of Regulation S-K, and (v) certain Company and peer group performance measures for the periods indicated. CAP does not reflect value actually realized by the applicable executives or how the Compensation Committee evaluates compensation decisions.

  145. Pay versus Performance

    | 2026 Proxy Statement | | 69 |

  146. Pay versus Performance

    | | | | | | | | Value of Initial Fixed $100 | | | | | Fiscal Year | Summary Compensation Table Total for PEO (current) | Summary Compensation Table Total for PEO (former) | Compensation Actually Paid to PEO (current) (1)(2) | Compensation Actually Paid to PEO (former) (1)(2) | Average Summary Compensation Table Total for Non- PEO NEOs (3) | Average Compensation Actually Paid to Non- PEO NEOs (2)(3)(4) | Total Shareholder Return | Peer Group Total Shareholder Return (5) | Net Income ($s in millions) | Economic Profit ($s in millions)(6) | | 2026 | $11,236,964 | | $7,473,423 | | $7,778,912 | $6,908,759 | $249.09 | $162.53 | $2,572.7 | $2,399.7 | | 2025 | 9,636,414 | | 21,265,131 | | 6,009,622 | 13,589,166 | 353.08 | 151.97 | 2,498.2 | 2,458.2 | | 2024 | 9,198,465 | 6,046,598 | 15,071,027 | 21,056,588 | 6,209,177 | 9,568,493 | 267.55 | 124.17 | 2,662.4 | 2,546.6 | | 2023 | | 18,796,822 | | 37,562,328 | 5,404,080 | 10,077,359 | 206.32 | 98.08 | 2,528.4 | 2,432.0 | | 2022 | | 14,330,010 | | 53,183,213 | 4,403,231 | 12,895,019 | 181.90 | 91.92 | 2,429.6 | 2,278.5 |

  147. Pay versus Performance

    | (1) Reconciliation of amounts shown in Summary Compensation Table to CAP to PEO. |

  148. Pay versus Performance

    | Current CEO- Philip B. Daniele, III | | | | | | | | | | Fiscal Year | Summary Compensation Table Total (SCT) | Value of Stock Awards and Option Awards Reported in SCT (deducted) | Year-End Value of Awards Granted in Fiscal Year (1) | Change in Fair Value of Prior Year Awards- Outstanding and Unvested (2) | Change in Fair Value (from Prior Year End) of Prior Year Awards- Vested (2) | Prior Year Fair Value of Prior Year Awards that Failed to Vest (2) | Total Adjustments | CAP | | 2026 | $11,236,964 | $(8,294,592) | $3,288,837 | $(1,691,530) | $2,933,745 | | $(3,763,541) | $7,473,423 | | 2025 | 9,636,414 | (7,226,543) | 11,436,253 | 7,679,175 | (260,168) | — | 11,628,717 | 21,265,131 | | 2024 | 9,198,465 | (7,224,860) | 9,992,595 | 2,989,428 | 115,398 | — | 5,872,562 | 15,071,027 | | Former CEO- William C. Rhodes, III | | | | | | | | | | Fiscal Year | Summary Compensation Table Total (SCT) | Value of Stock Awards and Option Awards Reported in SCT (deducted) | Year-End Value of Awards Granted in Fiscal Year (1) | Change in Fair Value of Prior Year Awards- Outstanding and Unvested (2) | Change in Fair Value (from Prior Year End) of Prior Year Awards- Vested (2) | Prior Year Fair Value of Prior Year Awards that Failed to Vest (2) | Total Adjustments | CAP | | 2024 | $6,046,598 | $(4,917,334) | $6,368,390 | $12,949,232 | $609,702 | $— | $15,009,990 | $21,056,588 | | 2023 | 18,796,822 | (15,966,758) | 24,357,600 | 9,772,375 | 602,289 | — | 18,765,506 | 37,562,328 | | 2022 | 14,330,010 | (10,370,249) | 20,198,760 | 26,351,061 | 2,673,630 | — | 38,853,203 | 53,183,213 |

  149. Pay versus Performance

    | (2) Stock options are valued based on the Black-Scholes option pricing model as of the applicable measurement date. Stock options valued on a date other than the grant date are valued using the stock price and updated assumptions (i.e., term, volatility, interest rate) on such measurement date. |

  150. Pay versus Performance

    | (3) The Non-PEO NEOs are comprised of: Messrs. Jackson, Newbern, Gould and Jaycox for fiscal year 2026, Messrs. Jackson, Newbern, Hackney and Jaycox for fiscal year 2025 and 2024, Messrs. Jackson, Newbern, Daniele and Frazer for fiscal years 2023 and 2022. |

  151. Pay versus Performance

    | (4) Reconciliation of amounts shown in Summary Compensation Table to CAP to Non-PEO NEOs |

  152. Pay versus Performance

    | Fiscal Year | Summary Compensation Table Total (SCT) | Value of Stock Awards and Option Awards Reported in SCT (deducted) | Year-End Value of Awards Granted in Fiscal Year (1) | Change in Fair Value of Prior Year Awards- Outstanding and Unvested (2) | Change in Fair Value (from Prior Year End) of Prior Year Awards-Vested (2) | Prior Year Fair Value of Prior Year Awards that Failed to Vest (2) | Total Adjustments | CAP | | 2026 | $7,778,912 | $(6,410,736) | $2,042,407 | $175,915 | $3,322,262 | | $(870,153) | $6,908,759 | | 2025 | 6,009,622 | (4,685,046) | 7,468,673 | 4,928,928 | (133,011) | — | 7,579,544 | 13,589,166 | | 2024 | 6,209,177 | (5,105,044) | 6,522,730 | 1,924,159 | 17,471 | — | 3,359,316 | 9,568,493 | | 2023 | 5,404,080 | (4,245,009) | 6,476,196 | 2,317,977 | 124,116 | — | 4,673,280 | 10,077,359 | | 2022 | 4,403,231 | (2,886,928) | 5,633,491 | 5,210,600 | 534,626 | — | 8,491,789 | 12,895,019 |

  153. Pay versus Performance

    | (5) Represents the weighted peer group total shareholder return (“TSR”), weighted according to each of the companies’ respective market capitalizations at the beginning of each period for which a return is indicated. The Company's peer group is the S&P Retail Index as reflected in our Annual Report on Form 10-K for fiscal year 2026. |

  154. Pay versus Performance

    | (6) Economic Profit was selected by the Company as the “most important” financial performance measure (that is not otherwise required to be disclosed in the table above) used to link CAP to Company performance for the most recently completed fiscal year, or the Company-Selected Measure. See page 53 of “Compensation Discussion and Analysis” for more information about how Economic Profit is calculated. |

  155. Pay versus Performance

    | 70 | | 2026 Proxy Statement |

  156. Pay versus Performance

    Aggregate change in the actuarial present value of the accumulated benefits (deducted)” and “Aggregate service cost and prior service cost for pension benefits” intentionally omitted as such amounts are not applicable.

  157. Equity Compensation Plans

    | (2) Consists of the AutoZone, Inc. Second Amended and Restated Director Compensation Plan, which was approved by the Board but was not submitted for approval by the shareholders as then permitted under the rules of the NYSE. This plan was terminated in December 2002. Any outstanding awards consist of stock appreciation rights that may be converted into shares immediately upon termination as a director. |