DEF 14A of Autozone Inc, Oct 30, 2023

DEF 14A of Autozone Inc

Filed Oct 30, 2023 · FY20230001558370-23-017013

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 such 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 various entities for which a director or his or her immediate family member may be affiliated. During FY23, all such transactions were conducted in the ordinary course of business and on an arms-length basis.

  2. Director independence

    | ● | Ms. Soltau is a member of the board of directors of Southwest Airlines Co., from which AutoZone purchased airline tickets. |

  3. Director independence

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

  4. Director independence

    | ● | Mr. Jordan is the Chief Executive Officer and Chairman of the board of directors of First Horizon Corporation. First Horizon holds various AutoZone deposit accounts and participates in one of AutoZone’s supplier confirmed receivables programs (under which some AutoZone vendors are borrowers, but AutoZone is not a party to those agreements). |

  5. Director independence

    | ● | Ms. King is a member of the board of directors of Unum Group, with whom AutoZone procured group insurance benefits. |

  6. Director independence

    Current or Prior Employment of Immediate Family Member. Directors may have an immediate family member who is an employee of AutoZone. In FY23, 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. 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 FY23, 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, Guimaraes, Hannasch, Jordan or Mrkonic has a material relationship with the Company other than in their capacity as a Board member 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 Mr. Rhodes is not independent since he is an employee of the Company. 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 Committees is included below. GOVERNANCE DOCUMENTS. The key governance documents and policies adopted by the Board are:

  7. Director independence

    | ● | Corporate Governance Principles; |

  8. Director independence

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

  9. Director independence

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

  10. Director independence

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

  11. Director independence

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

  12. Director independence

    | 8 | | 2023 Proxy Statement |

  13. Director independence

    The Board reviews these corporate governance documents and policies from time to time and revises them when it believes it serves the interests of the Company and its shareholders to do so, such as in response to changing governance practices or legal requirements. Each of these documents is available on our website at investors.autozone.com and is also available, free of charge, in print to any shareholder who requests it. ENVIRONMENTAL, SOCIAL & GOVERNANCE REPORTS. As part of our commitment to continuous improvement and maximizing long-term shareholder value, the Company’s commitment to sustainability has expanded over time. AutoZone has published an ESG Report, and the most current version of this report covering the 2022 Fiscal Year is available on our website at investors.autozone.com. Our website and the information contained therein or linked thereto are not intended to be incorporated into this Proxy Statement. Further, our ESG Report 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, 2022 (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 | 250,000 | | Additional Fees: | | | 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 2023 was $100,000. All RSUs are granted on January 1 of the applicable calendar year. 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. 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.

  17. Director Compensation

    | 16 | | 2023 Proxy Statement |

  18. Director Compensation Table

    Director Compensation Table This table shows the compensation paid to our non-employee directors during the 2023 fiscal year.

  19. Director Compensation Table

    | | Fees | Stock | | | | Paid in Cash | Awards | | | | ($) | ($) | Total | | Name (1) | (2) | (3)(4) | ($) | | Douglas H. Brooks | 25,000 | — | 25,000 | | Michael A. George | — | 265,000 | 265,000 | | Linda A. Goodspeed | — | 265,000 | 265,000 | | Earl G. Graves, Jr. | — | 305,000 | 305,000 | | Enderson Guimaraes | — | 250,000 | 250,000 | | Brian Hannasch | — | 250,000 | 250,000 | | D. Bryan Jordan | — | 280,000 | 280,000 | | Gale King | — | 250,000 | 250,000 | | George R. Mrkonic, Jr. | — | 290,000 | 290,000 | | Jill A. Soltau | — | 250,000 | 250,000 |

  20. Director Compensation Table

    | (1) William C. Rhodes, III, our Chairman, President and Chief Executive Officer, serves on the Board but does not receive any compensation for his service as a director. His compensation as an employee of the Company is shown in the Summary Compensation Table on page 47. |

  21. Director Compensation Table

    | (2) This column represents the portion of the Director Compensation that was paid in cash and earned in fiscal year 2023 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 Restricted Stock Units under the 2020 Omnibus Incentive Plan during fiscal year 2023. See Note B Share-Based Payments, to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended August 26, 2023 (the “FY23 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 Restricted Stock Units held by each director at the end of fiscal 2023 are shown in the following footnote 4. See the section titled “Share Ownership Information” beginning on page 55 for more information about our directors’ stock ownership. |

  23. Director Compensation Table

    | (4) As of August 26, 2023, each current non-employee director had the following aggregate number of outstanding Restricted Stock Units and Stock Units: |

  24. Director Compensation Table

    | | Restricted | | | | Stock | Stock | | | Units | Units | | Name | (#) | (#) | | Michael A. George | 222 | — | | Linda A. Goodspeed | 2,691 | — | | Earl G. Graves | 4,832 | 3,417 | | Enderson Guimaraes | 3,051 | — | | Brian Hannasch | 216 | — | | D. Bryan Jordan | 2,742 | — | | Gale V. King | 1,065 | — | | George R. Mrkonic, Jr. | 3,764 | 1,405 | | Jill A. Soltau | 983 | — | | | 19,566 | 4,822 |

  25. Director Compensation Table

    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 restricted stock units 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 Restricted Stock Units 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

  26. Director Compensation Table

    | 2023 Proxy Statement | | 17 |

  27. Director Compensation Table

    this requirement. As of the date of this Proxy Statement, each director 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, shareholders approved the 2020 Omnibus Incentive Plan and no further grants have been made under the Amended 2011 Equity Plan. However, grants made under those plans continue in effect under the terms of the grant made and are included in the aggregate awards outstanding shown above.

  28. Nominees

    Nominees

  29. Nominees

    | MICHAEL A. GEORGE | | | | Age: 62 Director Since: 2022 Independent: Yes Committees: ● Audit | BIOGRAPHY: Mr. George served as President and Chief Executive Officer of Qurate Retail, Inc. from March 2018 to September 2021, the parent company of QVC, 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. | 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. ● Having 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): ● Ralph Lauren Corp. (2018 – present) ● Qurate Retail, Inc. (2011 – 2021) ● Brinker International, Inc. (2013 – 2019) | | | LINDA A. GOODSPEED | | | | Age: 61 Director Since: 2013 Independent: Yes Committees: ● Audit ● Compensation | 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 aftermarket automotive industry. ● Experience serving on different public company boards enables her to contribute and serve the Board in a highly effectively manner. | |

  30. Nominees

    | 2023 Proxy Statement | | 23 |

  31. Nominees

    | PUBLIC DIRECTORSHIPS (last five years): ● American Electric Power Co., Inc. (2006 – present) ● Darling Ingredients Inc. (2017 – present) ● Williams Industrial Services Group Inc. (2021 – 2023) ● Global Power Equipment Group (2016 – 2018) |

  32. Nominees

    | EARL G. GRAVES, JR. | | | | Age: 61 Director Since: 2002 Independent: Yes (Lead Independent Director) 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

    | ENDERSON GUIMARAES | | | | Age: 64 Director Since: 2012 Independent: Yes Committees: ● Nominating & Corp Gov | BIOGRAPHY: Mr. Guimaraes served as the President and Chief Operating Officer for Laureate Education, Inc., positions he held from 2015 through his retirement in 2017. From 2011 to 2015, he was President of Global Operations, CEO of Europe and Sub-Sahara Africa and Head of Global Categories and Operations at PepsiCo. Mr. Guimaraes previously had served as Executive Vice President of Electrolux and Chief Executive Officer of its major appliances business in Europe, Africa and the Middle East from 2008 to 2011. Prior to this, Mr. Guimaraes held various leadership positions during his 10 years at Philips Electronics and also worked in various marketing positions at Johnson & Johnson. QUALIFICATIONS: ● Deep expertise in international expansion and operations. ● Extensive experience leading the marketing and operations functions of well-known consumer brands. ● Understands strategy and operational issues attendant with growing customer loyalty and brand recognition. PUBLIC DIRECTORSHIPS (last five years): ● Darling Ingredients Inc. (2021 – present) ● Refresco Group B.V. (2018 – 2022) | KEY SKILLS: ● International ● Strategy / Bus Development ● Operations ● Marketing |

  34. Nominees

    | 24 | | 2023 Proxy Statement |

  35. Nominees

    | BRIAN P. HANNASCH | | | | Age: 57 Director Since: 2022 Independent: Yes Committees: ● Compensation | BIOGRAPHY: Mr. Hannasch serves as President and Chief Executive Officer of Alimentation Couche-Tard, which operates Circle K, a global fuel and convenience retailer. Mr. Hannasch joined Couche-Tard in 2001 and was named President and CEO in September 2014. Prior to his current role, he served as Chief Operating Officer, Senior Vice President of U.S. Operations and Senior Vice President of Western North America. QUALIFICATIONS: ● Extensive knowledge of retail operations gained from serving in operational leadership roles of increasing responsibility. ● Current 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. PUBLIC DIRECTORSHIPS (last five years): ● Alimentation Couche-Tard (2014 – present) | KEY SKILLS: ● CEO ● Retail ● Operations |

  36. Nominees

    | D. BRYAN JORDAN | | | | Age: 61 Director Since: 2013 Independent: Yes Committees: ● Audit (Chair) ● Nominating & Corp Gov | BIOGRAPHY: Mr. Jordan has served as President, Chief Executive Officer and a director of First Horizon Corporation since 2008 and Chairman of the Board for approximately nine of the past 11 years. From May 2007 until September 2008, Mr. Jordan was Executive Vice President and Chief Financial Officer of First Horizon and First Tennessee Bank National Association, and prior to that he served in various positions at Regions Financial Corporation and its subsidiary Regions Bank, including (beginning in 2002) as Chief Financial Officer. Mr. Jordan was also appointed by the Federal Reserve Bank of St. Louis to serve on the Federal Advisory Council from January 2020 to December 2022. QUALIFICATIONS: ● Deep expertise of the banking and financial services industry allowing him to offer thoughtful insights into macroeconomic conditions impacting our business and our customers. ● Experience as a public company chief executive officer, chief financial officer and board member provide him with broad-based experiences and perspectives on strategy, corporate governance, risk and compliance. PUBLIC DIRECTORSHIPS (last five years): ● First Horizon Corporation (2008 – present) | KEY SKILLS: ● CEO ● Banking & Finance ● Strategy / Bus Development |

  37. Nominees

    | 2023 Proxy Statement | | 25 |

  38. Nominees

    | GALE V. KING | | | | Age: 67 Director Since: 2018 Independent: Yes Committees: ● Compensation | 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 CEO succession planning committee culminating in the recent announcement of CEO successor. ● 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 Resources ● Public Directorship |

  39. Nominees

    | GEORGE R. MRKONIC, JR. | | | | Age: 71 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, since 2005, 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, and governance. ● Served on multiple public company boards allowing for relevant and informed insights and learnings. PUBLIC DIRECTORSHIPS (last five years): ● Ulta Salon, Cosmetics & Fragrance, Inc. (2015 – present) ● Brinker International, Inc. (2003 – 2021) | KEY SKILLS: ● Public Directorship ● Strategy / Bus Development ● Retail |

  40. Nominees

    | 26 | | 2023 Proxy Statement |

  41. Nominees

    | WILLIAM C. RHODES, III | | | | Age: 58 Director Since: 2005 Independent: No Committees: None | BIOGRAPHY: Mr. Rhodes has served as AutoZone’s President and Chief Executive Officer, and a director since 2005 and was named Chairman in 2007. Prior to his appointment as President and Chief Executive Officer, 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. As previously announced, Mr. Rhodes has notified the Board of his intention to relinquish his roles as President and Chief Executive Officer, effective January 2024. QUALIFICATIONS: ● Current Chairman, President and Chief Executive Officer with over 25 years of AutoZone tenure in roles of increasing responsibility. ● Extensive knowledge and understanding of the automotive aftermarket industry domestically and internationally. ● Expertise of 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): ● Dollar General Corp. (2009 – 2023) | KEY SKILLS: ● CEO ● Retail ● Strategy / Bus Development ● Finance |

  42. Nominees

    | JILL A. SOLTAU | | | | Age: 56 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: ● Critical experience serving as Chief Executive Officer at a public, retailer providing significant knowledge of retail operations and strategic planning. ● Expertise in merchandising gained from leading merchandising functions at several retailers. PUBLIC DIRECTORSHIPS (last five years): ● Southwest Airlines Co. (2023 – present) ● Kirkland’s Inc. (2022 – present) ● J.C. Penney Company, Inc. (2018 – 2020) | KEY SKILLS: ● CEO ● Retail ● Merchandising |

  43. Nominees

    | 2023 Proxy Statement | | 27 |

  44. COMPENSATION DISCUSSION AND ANALYSIS

    | Table of Contents | | Compensation Committee Report | | Executive Summary | 33 | The Compensation Committee of the Board has reviewed and discussed with management the following CD&A. Based on such review and discussions, the Committee recommended to the Board of Directors that the CD&A be included in this proxy statement. Compensation Committee, George R. Mrkonic, Jr. (Chair) Brian P. Hannasch Linda A. Goodspeed Gale V. King | | FY23 Year in Review | 33 | | | Shareholder Support and Engagement | 34 | | | Diversity, Equity and Inclusion | 34 | | | Compensation Framework | 35 | | | Guiding Principles | 35 | | | Compensation Elements and Mix | 37 | | | Target Compensation Mix | 38 | | | Compensation Governance | 39 | | | Compensation Committee Oversight | 39 | | | Roles and Responsibilities | 39 | | | Establishing Compensation Levels | 41 | | | Benchmarking | 42 | Named Executive Officers* | | Compensation Program Details | 44 | | | Base Salary | 44 | WILLIAM C. RHODES, III Chairman, President and Chief Executive Officer JAMERE JACKSON Executive Vice President, Chief Financial Officer, Finance & Store Development THOMAS B. NEWBERN Executive Vice President, Operations, Sales and Technology PHILIP B. DANIELE Executive Vice President, Merchandising, Marketing, Supply Chain and CEO-Elect PRESTON B. FRAZER Senior Vice President, Finance *Reflects titles as of fiscal year-end. | | Annual Incentive Plan | 44 | | | Long-Term Incentive Plan | 47 | | | One-Time Special Awards | 49 | | | Other Practices, Policies & Guidelines | 50 | | | Summary Compensation Table | 54 | | | Grants of Plan-Based Awards | 55 | | | Outstanding Equity Awards at Fiscal Year-End | 56 | | | Option Exercises and Stock Vested | 57 | | | Nonqualified Deferred Compensation | 57 | |

  45. Guiding Principles

    | COMPENSATION GUIDING PRINCIPLES | | | | Drive PERFORMANCE Does the compensation program represent a 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? Is performance and retention achieved in a manner that does not come at an excessive cost to shareholders? |

  46. 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. |

  47. 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; |

  48. Compensation ELEMENTS AND MIX

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

  49. Compensation ELEMENTS AND MIX

    | Compensation Components | | Guiding Principles | | BASE SALARY | ● Fixed cash compensation ● 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 ● Incents exceptional individual performance due to individual modifiers | | | LONG-TERM INCENTIVE PLAN | ● Variable equity compensation, subject to holding requirements ● Drives long-term performance ● Directly aligns executives’ interests with shareholders by rewarding long-term value creation as measured by stock price appreciation using stock options ● 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 | | | 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 airline club memberships and home security systems, which allow executives to devote more time to business while also promoting health, wellness and safety | |

  50. Independent Compensation Consultant

    Independent Compensation Consultant In designing FY23 executive compensation programs, the Compensation Committee selected and retained Pearl Meyer to serve as its independent compensation consultant as they have since 2017. 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 exist. 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 also executive sessions as may be requested by the Committee from time to time.

  51. Independent Compensation Consultant

    | 2023 Proxy Statement | | 39 |

  52. Management

    | Compensation Planning Cycle | | | SEPTEMBER - NOVEMBER | DECEMBER – FEBRUARY | | ● Review company performance 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 | | MARCH – MAY | JUNE - AUGUST | | ● 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. CEO Transition (Effective January 2024)

    CEO Transition (Effective January 2024) Executive Chairman. In determining compensation for Mr. Rhodes that will take effect when he is appointed Executive Chairman in January 2024, the Compensation Committee reviewed peer group data and found great variability in Executive Chairman pay, due to each Company’s unique facts and circumstances. The Committee wanted total compensation to be aligned appropriately with other leadership levels within the organization including the CEO successor, as well as incentivize Mr. Rhodes to remain focused on the overall health and long-term performance of the Company. Following the transition date, Mr. Rhodes shall receive an annual base salary of $150,000 with no annual bonus opportunity. Additionally, the Committee approved a long-term incentive award consisting of non-qualified stock options granted on October 6, 2023, with a grant date fair value of $4,850,000, based upon the Black-Scholes option pricing valuation model. Such award is scheduled to cliff-vest on October 15, 2028, with 50% of such award granted at an exercise price equal to 110% of the closing price of the Company’s common stock on the grant date and the remaining 50% granted at an exercise price equal to 100% of the closing price of the Company’s common stock on the grant date. All other terms of the long-term incentive award remain consistent with prior awards. In determining this compensation structure, the Committee believes a five-year cliff vesting shows commitment to the Company and its shareholders and reflects our philosophy of pay-for-long-term-performance. The premium-priced options were added to remain focused on the long-term success of the enterprise, knowing that Mr. Rhodes continues to have a strong belief in AutoZone and the future potential of this Company, which further aligns his interests with those of our shareholders. CEO Successor. In determining compensation for Mr. Daniele that will take effect when he is appointed our Chief Executive Officer in January 2024, the Compensation Committee reviewed peer group data, Mr. Rhodes’ current compensation as CEO and Mr. Daniele’s specific experience. In particular, the Compensation Committee considered that Mr. Daniele will be new-in-position as a first-time CEO but also brings with him many years of relevant experience within AutoZone and the aftermarket automotive industry. Following such review, the Compensation Committee determined to set Mr. Daniele’s total compensation at a competitive level but below market median compared to the peer group. His base salary and target annual incentive compensation are relatively consistent with that of Mr. Rhodes’s, but his long-term incentive compensation is significantly less as Mr. Rhodes has served as CEO for more than 18 years. In connection with his appointment as Chief Executive Officer in January 2024, Mr. Daniele’s annual base salary will be increased to $1,000,000 with a bonus target of 130% of base salary. He is also expected to receive long-term incentive awards for fiscal year 2024 consisting of non-qualified stock options with an estimated grant date fair value of $7,200,000 with a portion granted on October 6, 2023, and the remaining non-qualified stock options granted as of the transition date. Consistent with existing practice, Mr. Daniele was not a party to the deliberations regarding his own compensation, however, the Compensation Committee received input from Pearl Meyer and Mr. Rhodes in establishing Mr. Daniele’s new compensation.

  54. 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.

  55. 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 (e.g., revenues between 50% and 200% of AutoZone revenues, etc.) and business model (e.g. specialty retailer with retail and commercial customers). 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.

  56. Peer Group Composition

    | ● ● ● ● ● | ● ● ● ● ● | ● ● ● ● | | FY23 Peer Group | | | | ● Advance Auto Parts ● Bath and Body Works ● Darden Restaurants ● Dick’s Sporting Goods ● Dollar General ● Dollar Tree | ● Foot Locker ● Gap Stores ● Genuine Parts ● LKQ Corporation ● O’Reilly Automotive ● Ross Stores | ● Sherwin Williams ● Tractor Supply Company ● Ulta Beauty ● W.W. Grainger ● Yum! Brands |

  57. Peer Group Composition

    Changes for FY24 Peer Group. During fiscal 2023, recognizing the continued growth of the Company, the Compensation Committee reviewed the peer group for fiscal 2024 compensation programs. The intent of such review was to ensure our peer group consists of companies with a similar business model and 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 the recommendation of management and Pearl Meyer, the Compensation Committee approved the following changes for the fiscal year 2024 peer group:

  58. Peer Group Composition

    | ● | Removed: Darden Restaurants, Foot Locker, Gap Stores, Ross Stores and Yum! Brands |

  59. Peer Group Composition

    | ● | Added: Costco Wholesale and Lowe’s |

  60. 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.

  61. Use of Peer Group Data

    | 42 | | 2023 Proxy Statement |

  62. ANNUAL INCENTIVE PLAN

    ANNUAL INCENTIVE PLAN All executive officers were eligible to receive an annual cash incentive award under the FY23 Management Incentive Plan (“MIP”), which is designed to motivate and reward executives for short-term performance

  63. ANNUAL INCENTIVE PLAN

    | 44 | | 2023 Proxy Statement |

  64. ANNUAL INCENTIVE PLAN

    measured against pre-established financial goals. The following graphic illustrates the general design and structure of the MIP, or the annual incentive plan. 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 FY23, 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 shareholders, the growth in AutoZone’s market capitalization, industry performance and industry-wide compensation practices. Based on this review, the Compensation Committee determined the MIP, or the annual incentive plan, 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. In FY23, the Compensation Committee established a maximum (above which no further bonus may be earned) of 300%. Looking at historical performance, the addition of a maximum payout was appropriate in the current environment.

  65. 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 shareholders. 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 FY23 operating plan EBIT and ROIC, would result in target (or 100%) payout. Different levels of attainment of EBIT and ROIC 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 against 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. The key metrics in developing the FY23 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

  66. Performance Goals and Payout Matrix

    | 2023 Proxy Statement | | 45 |

  67. Performance Goals and Payout Matrix

    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.

  68. Performance Goals and Payout Matrix

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

  69. 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 consider operating leases as financing leases). |

  70. 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%. |

  71. 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.

  72. 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. |

  73. 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 shareholders but rather is paid out of the additional profit dollars generated by management’s efforts. |

  74. Performance Goals and Payout Matrix

    The payout matrix below reflects the targets for FY23, after giving effect to the Company’s actual effective tax rate.

  75. Performance Goals and Payout Matrix

    | | AutoZone FY23 Annual Incentive Plan Payout Matrix | | | | | | | | | | | ROIC | EBIT | $2,739.0 | $2,910.1 | $3,081.3 | $3,252.5 | $3,423.7 | $3,457.9 | $3,594.9 | $3,766.1 | $3,937.3 | | | (MMs) | 80% | 85% | 90% | 95% | 100% | 101% | 105% | 110% | 115% | | | 51.23% | — | — | —% | 72% | 94% | 98% | 116% | 138% | 155% | | | 51.73% | — | — | —% | 74% | 96% | 100% | 118% | 139% | 157% | | | 52.23% | — | — | —% | 75% | 97% | 102% | 119% | 141% | 159% | | | 52.73% | — | — | 50% | 77% | 99% | 103% | 121% | 143% | 161% | | | 53.23% | — | — | 51% | 78% | 100% | 105% | 123% | 145% | 163% | | | 53.73% | — | — | 52% | 80% | 100% | 107% | 125% | 147% | 165% | | | 54.23% | — | — | 53% | 82% | 100% | 108% | 126% | 148% | 167% | | | 54.73% | — | — | 54% | 83% | 100% | 110% | 128% | 150% | 168% | | | 55.23% | — | — | 55% | 84% | 100% | 111% | 129% | 152% | 170% | | | 55.73% | — | — | 56% | 86% | 100% | 113% | 131% | 153% | 172% | | | 56.23% | — | — | 57% | 87% | 100% | 114% | 132% | 155% | 173% | | | 56.73% | — | — | 58% | 89% | 100% | 116% | 134% | 157% | 175% | | | 57.23% | — | — | 59% | 90% | 100% | 117% | 135% | 158% | 177% | | | 57.73% | — | — | 60% | 91% | 100% | 119% | 137% | 160% | 178% | | | 58.23% | — | — | 61% | 93% | 100% | 120% | 138% | 161% | 180% | | | 58.73% | — | — | 62% | 94% | 100% | 121% | 140% | 162% | 181% | | | 59.23% | — | — | 62% | 95% | 100% | 123% | 141% | 164% | 183% |

  76. 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.

  77. Performance Goals and Payout Matrix

    | 46 | | 2023 Proxy Statement |

  78. Attainment per Matrix

    | ($in mill) | Target | Actual | | Economic Profit | $2,371.1 | $2,432.0 | | EBIT | $3,423.7 | $3,523.5 | | ROIC | 55.23% | 53.78% | | MIP Attainment per Matrix (% of Target): 112.8% | | |

  79. Individual Modifier

    | Rating | Modification | Description | | 1 | 0% | Consistently did not meet expectations. No incentive plan payout regardless of company performance. | | 2 | -20% | Did not meet expectations. Incentive plan target payout is reduced by 20%. | | 3 | None | Met expectations. No modification to payout. | | 4 | + 20% | Exceeded expectations. Incentive plan target payout is increased by 20%. | | 5 | + 30% | Exceptional performance. Incentive plan target payout is increased by 30%. |

  80. Actual Payouts

    Actual Payouts After giving effect to actual FY23 performance against pre-established financial goals and individual goals, each named executive officer earned the following annual incentive plan payout.

  81. Actual Payouts

    | | | Target | | Payout | | | | | Base Salary | (% of Base | Target | (112.8% of Target) | Individual | Actual Payout | | Name | ($) | Salary) | ($) | ($) | Modifier | ($) | | William C. Rhodes, III | $1,050,000 | 130.0% | $1,365,000 | $1,539,720 | — | $1,539,720 | | Jamere Jackson | 727,769 | 75.0% | 545,827 | 615,693 | — | 615,693 | | Thomas B. Newbern | 637,154 | 75.0% | 477,865 | 539,032 | — | 539,032 | | Philip B. Daniele | 516,077 | 75.0% | 387,058 | 436,602 | — | 436,602 | | Preston B. Frazer (1) | 483,769 | 69.0% | 331,742 | 374,205 | (66,348) | 307,857 |

  82. Actual Payouts

    | (1) Amounts shown reflect a blend of salary and target MIP opportunities based on Mr. Frazer's change in role during the fiscal year. |

  83. Long-Term Incentive Plan

    Long-Term Incentive Plan For FY23, all executive officers were awarded long-term incentives under the 2020 AutoZone, Inc. Omnibus Incentive Award Plan in the form of stock options. These long-term equity awards are granted to drive long-term performance by rewarding long-term value creation in the form of stock price appreciation.

  84. Long-Term Incentive Plan

    | 2023 Proxy Statement | | 47 |

  85. Long-Term Incentive Plan

    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. The Committee remains of the view that stock options are the most appropriate performance-based equity vehicle for AutoZone’s executive officers because:

  86. Long-Term Incentive Plan

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

  87. Long-Term Incentive Plan

    | ● | The 10-year term of stock options necessarily incents management to focus on a 7- to 10-year performance period as options reach their greatest value, in contrast to performance share units which typically carry a 3- or 4-year performance period. |

  88. Long-Term Incentive Plan

    | ● | Retirement-eligible employees (as defined in the applicable plan) may continue to vest and can retain vested and unvested options for the remainder of the option term; accordingly, executives are 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. |

  89. Long-Term Incentive Plan

    Also, when considering the efficacy of stock options, the Committee observed the following:

  90. Long-Term Incentive Plan

    | ● | Turnover of option-eligible employees, after excluding departures due to retirement or performance issues, remain well below market. |

  91. Long-Term Incentive Plan

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

  92. Long-Term Incentive Plan

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

  93. Long-Term Incentive Plan

    | ● | The average number of years stock options have been held before exercise is 6 years from the date of grant, for current executive officers as a group (based upon the last ten years of activity). |

  94. Stock Options

    Stock Options The non-qualified stock options are typically granted in late September or early October at the first regularly scheduled Compensation Committee meeting of the fiscal year. Awards of stock options may be granted outside of this general time frame in the event of internal promotions, external hires or other unique circumstances. Options have a term of ten years and become vested and are generally exercisable over a four-year period at the rate of one-fourth per year. Beginning with the fiscal year 2021 grant, options vest on October 15 of each of the four years following the grant date, which ensures 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.

  95. FY23 Long-Term Incentive Plan Awards

    FY23 Long-Term Incentive Plan Awards

  96. FY23 Long-Term Incentive Plan Awards

    | Name | Options Granted (1) | | | | (#) | ($) | | William C. Rhodes, III | 19,700 | $15,877,386 | | Jamere Jackson | 5,240 | 4,223,223 | | Thomas B. Newbern | 5,240 | 4,223,223 | | Philip B. Daniele | 5,240 | 4,223,223 | | Preston B. Frazer | 5,240 | 4,223,223 |

  97. FY23 Long-Term Incentive Plan Awards

    | (1) All Executive Vice Presidents received a similar grant in FY23 |

  98. FY23 Long-Term Incentive Plan Awards

    | 48 | | 2023 Proxy Statement |

  99. 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 five years, the Company has only issued one-time special awards to executive officers in four instances, all of which were sign-on awards subject to our typical four-year vesting conditions. Consistent with historical practice, during FY23, the Company granted a sign-on award to the newly hired SVP, General Counsel and Secretary. 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 shareholders.

  100. Summary Compensation Table

    Summary Compensation Table This table shows the compensation paid to the NEOs during the 2023, 2022 and 2021 fiscal years.

  101. 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) | ($) | | William C. Rhodes III | 2023 | 1,050,000 | — | 89,372 | 15,877,386 | 1,539,720 | 240,344 | 18,796,822 | | Chairman, President & | 2022 | 1,050,000 | — | 89,909 | 10,280,340 | 2,613,975 | 295,786 | 14,330,010 | | Chief Executive Officer | 2021 | 1,050,000 | — | 90,672 | 9,495,777 | 3,957,135 | 245,412 | 14,838,996 | | Jamere Jackson | 2023 | 727,769 | — | — | 4,223,223 | 615,693 | 97,312 | 5,663,997 | | Chief Financial Officer/Executive Vice President, | 2022 | 708,462 | — | — | 2,736,529 | 1,017,528 | 114,348 | 4,576,867 | | Finance & Store Development | 2021 | 673,077 | 1,200,000 | — | 3,037,480 | 1,463,438 | 69,389 | 6,443,384 | | Thomas B. Newbern | 2023 | 637,154 | — | — | 4,223,223 | 539,032 | 88,184 | 5,487,593 | | Executive Vice President, | 2022 | 612,923 | — | — | 3,284,813 | 880,311 | 112,417 | 4,890,464 | | Operations, Sales & Technology | 2021 | 593,538 | — | — | 2,141,205 | 1,548,600 | 77,499 | 4,360,842 | | Philip B. Daniele | 2023 | 516,077 | — | 28,354 | 4,223,223 | 436,602 | 83,212 | 5,287,468 | | Executive Vice President, | 2022 | 500,000 | — | 7,988 | 2,736,529 | 718,126 | 76,184 | 4,038,827 | | Merchandising, Marketing, Supply Chain & CEO-Elect | 2021 | | | | | | | | | Preston B. Frazer | 2023 | 483,769 | — | 58,791 | 4,223,223 | 307,857 | 110,591 | 5,184,231 | | Senior Vice President, | 2022 | 500,000 | — | 45,325 | 2,736,529 | 718,126 | 106,786 | 4,106,766 | | Finance | 2021 | | | | | | | |

  102. Summary Compensation Table

    | (1) Annual incentive awards were paid pursuant to the EICP and therefore appear in the “non-equity incentive plan compensation” column of the table. In FY21, we provided Mr. Jackson with an initial $1.2 million cash sign-on bonus as a make-whole award for the awards that were forfeited when he left his previous company. |

  103. Summary Compensation Table

    | (2) Represents shares acquired pursuant to the Executive Stock Purchase Plan. See “Compensation Discussion and Analysis” on page 32 for more information about the Executive Stock Purchase Plan. See Note B, Share-Based Payments, 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. |

  104. 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 B, Share-Based Payments, to our consolidated financial statements in our Annual Report for details on assumptions used in the valuation. To address compensation forfeited at the former employer, in FY21 we provided Mr. Jackson with an initial long-term incentive grant of approximately $1.0 million in stock options. |

  105. Summary Compensation Table

    | (4) Incentive amounts were earned for the 2023 fiscal year pursuant to the EICP and were paid in October 2023. See “Compensation Discussion and Analysis” on page 32 for more information about this plan. |

  106. Summary Compensation Table

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

  107. Summary Compensation Table

    | | | | | Company | | | | | | | Contributions | | | | | Perquisites and | | to Defined | Life | | | | Personal | Imputed | Contribution | Insurance | | | | Benefits | Income | Plans | Premiums | | Name | | ($)(A) | ($)(C) | ($)(D) | ($) | | William C. Rhodes III | 2023 | 62,151(B) | 29,390 | 144,051 | 4,752 | | Jamere Jackson | 2023 | 16,248 | 7,574 | 69,401 | 3,260 | | Thomas B. Newbern | 2023 | 10,000 | 13,767 | 58,654 | 3,622 | | Philip B. Daniele | 2023 | 33,791(B) | 2,622 | 44,425 | 914 | | Preston B. Frazer | 2023 | 54,361(B) | 5,558 | 44,887 | 950 |

  108. Summary Compensation Table

    | (A) Perquisites and personal benefits for all NEOs include matching charitable contributions under the AutoZone Matching Gift Program, 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. |

  109. Summary Compensation Table

    | (B) The perquisites or personal benefits which exceeded the greater of $25,000 or 10% of the total amount of perquisites and personal benefits for an executive officer, consisted of 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 officer annually, are as follows: |

  110. Summary Compensation Table

    | 54 | | 2023 Proxy Statement |

  111. Summary Compensation Table

    | Name | 2023($) | | William C. Rhodes III | 50,000 | | Philip B. Daniele | 22,100 | | Preston B. Frazer | 45,681 |

  112. Summary Compensation Table

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

  113. Summary Compensation Table

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

  114. 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 2023 fiscal year.

  115. 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 | ($) | ($) | ($) | (#) (2) | (#) (3) | ($) | ($) | | William C. Rhodes III | | 682,500 | 1,365,000 | 4,095,000 | | | | | | | 10/4/2022 | | | | | 19,700 | 2,205.03 | 15,877,386 | | | 9/30/2022 | | | | 6 | | | 12,852 | | | 12/30/2022 | | | | 22 | | | 54,256 | | | 3/31/2023 | | | | 5 | | | 12,291 | | | 6/30/2023 | | | | 4 | | | 9,973 | | | | | | | | | | 15,966,758 | | Jamere Jackson | | 272,913 | 545,827 | 1,637,480 | | | | | | | 10/4/2022 | | | | | 5,240 | 2,205.03 | 4,223,223 | | | | | | | | | | 4,223,223 | | Thomas B. Newbern | | 238,933 | 477,866 | 1,433,597 | | | | | | | 10/4/2022 | | | | | 5,240 | 2,205.03 | 4,223,223 | | | | | | | | | | 4,223,223 | | Philip B. Daniele | | 193,529 | 387,058 | 1,161,173 | | | | | | | 10/4/2022 | | | | | 5,240 | 2,205.03 | 4,223,223 | | | 9/30/2022 | | | | 4 | | | 8,568 | | | 12/30/2022 | | | | 2 | | | 4,932 | | | 3/31/2023 | | | | 3 | | | 7,374 | | | 6/30/2023 | | | | 3 | | | 7,480 | | | | | | | | | | 4,251,577 | | Preston B. Frazer | | 165,871 | 331,742 | 995,226 | | | | | | | 10/4/2022 | | | | | 5,240 | 2,205.03 | 4,223,223 | | | 9/30/2022 | | | | 2 | | | 4,284 | | | 12/30/2022 | | | | 18 | | | 44,391 | | | 3/31/2023 | | | | 2 | | | 4,916 | | | 6/30/2023 | | | | 1 | | | 2,493 | | | | | | | | | | 4,279,307 |

  116. Grants of Plan-Based Awards

    | (1) Represents potential threshold, target and maximum incentive compensation for the 2023 fiscal year under the EICP based on the dollar value of the estimated target amount payable if the specified performance target is reached. The amounts actually paid for the 2023 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 EICP which is 50% of the target amount. The maximum is 300% of the target. See “Compensation Discussion and Analysis” at page 32. |

  117. Grants of Plan-Based Awards

    | (2) Represents shares awarded pursuant to the Executive Stock Purchase Plan. See “Compensation Discussion and Analysis” at page 32 and the discussion following this table for more information on the Executive Stock Purchase Plan. |

  118. Grants of Plan-Based Awards

    | (3) Represents options awarded pursuant to the 2020 Omnibus Incentive Plan. See “Compensation Discussion and Analysis” at page 32. |

  119. Grants of Plan-Based Awards

    | 2023 Proxy Statement | | 55 |

  120. 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, other outstanding equity awards under the Amended 2011 Equity Plan and the 2011 Equity Plan, and unvested shares under the Executive Stock Purchase Plan for the Company’s NEOs as of August 26, 2023:

  121. 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 | | | | (1) | | Exercise | Option | have not | that have not | | Name | Grant Date | Exercisable | Unexercisable | Price ($) (4) | Expiration Date | Vested (2) | Vested ($) (3) | | William C. Rhodes III | 9/23/2016 | 6,750 | — | 744.85 | 9/24/2026 | | | | | 9/26/2017 | 12,000 | — | 587.13 | 9/27/2027 | | | | | 9/25/2018 | 26,500 | — | 772.80 | 9/26/2028 | | | | | 10/7/2019 | 20,625 | 6,875 | 1,060.81 | 10/8/2029 | | | | | 10/7/2020 | 15,300 | 15,300 | 1,139.99 | 10/8/2030 | | | | | 10/5/2021 | 5,250 | 15,750 | 1,651.22 | 10/5/2031 | | | | | 10/4/2022 | — | 19,700 | 2,205.03 | 10/4/2032 | | | | | 9/30/2022 | | | | | 6 | 14,720 | | | 12/30/2022 | | | | | 22 | 53,975 | | | 3/31/2023 | | | | | 5 | 12,267 | | | 6/30/2023 | | | | | 4 | 9,814 | | Totals | | 86,425 | 57,625 | | | 37 | 90,776 | | Jamere Jackson | 9/23/2020 | 1,480 | 1,482 | 1,128.95 | 9/24/2030 | | | | | 10/7/2020 | 3,450 | 3,450 | 1,139.99 | 10/8/2030 | | | | | 10/5/2021 | 1,397 | 4,193 | 1,651.22 | 10/5/2031 | | | | | 10/4/2022 | — | 5,240 | 2,205.03 | 10/4/2032 | | | | Totals | | 6,327 | 14,365 | | | — | — | | Thomas B. Newbern | 9/25/2018 | 7,800 | — | 772.80 | 9/26/2028 | | | | | 10/7/2019 | 6,375 | 2,125 | 1,060.81 | 10/8/2029 | | | | | 10/7/2020 | 3,450 | 3,450 | 1,139.99 | 10/8/2030 | | | | | 10/5/2021 | 1,677 | 5,033 | 1,651.22 | 10/5/2031 | | | | | 10/4/2022 | — | 5,240 | 2,205.03 | 10/4/2032 | | | | Totals | | 19,302 | 15,848 | | | — | — | | Philip B. Daniele | 9/23/2016 | 6,190 | — | 744.85 | 9/24/2026 | | | | | 9/26/2017 | 5,460 | — | 587.13 | 9/27/2027 | | | | | 9/25/2018 | 5,450 | — | 772.80 | 9/26/2028 | | | | | 10/7/2019 | 4,965 | 1,655 | 1,060.81 | 10/8/2029 | | | | | 10/7/2020 | 2,400 | 2,400 | 1,139.99 | 10/8/2030 | | | | | 6/16/2021 | 250 | 250 | 1,390.47 | 6/16/2031 | | | | | 10/5/2021 | 1,397 | 4,193 | 1,651.22 | 10/5/2031 | | | | | 10/4/2022 | — | 5,240 | 2,205.03 | 10/4/2032 | | | | | 9/30/2022 | | | | | 4 | 9,814 | | | 12/30/2022 | | | | | 2 | 4,907 | | | 3/31/2023 | | | | | 3 | 7,360 | | | 6/30/2023 | | | | | 3 | 7,360 | | Totals | | 26,112 | 13,738 | | | 12 | 29,441 | | Preston B. Frazer | 10/6/2015 | 1,580 | — | 744.62 | 10/7/2025 | | | | | 9/23/2016 | 1,245 | — | 744.85 | 9/24/2026 | | | | | 9/26/2017 | 1,175 | — | 587.13 | 9/27/2027 | | | | | 9/25/2018 | 1,475 | — | 772.80 | 9/26/2028 | | | | | 10/7/2019 | 3,813 | 1,272 | 1,060.81 | 10/8/2029 | | | | | 10/7/2020 | 2,400 | 2,400 | 1,139.99 | 10/8/2030 | | | | | 6/16/2021 | 250 | 250 | 1,390.47 | 6/16/2031 | | | | | 10/5/2021 | 1,397 | 4,193 | 1,651.22 | 10/5/2031 | | | | | 10/4/2022 | — | 5,240 | 2,205.03 | 10/4/2032 | | | | | 9/30/2022 | | | | | 2 | 4,907 | | | 12/30/2022 | | | | | 18 | 44,161 | | | 3/31/2023 | | | | | 2 | 4,907 | | | 6/30/2023 | | | | | 1 | 2,453 | | Totals | | 13,335 | 13,355 | | | 23 | 56,428 |

  122. Outstanding Equity Awards at Fiscal Year-End

    | (1) Unless indicated otherwise, stock options vest annually in one-fourth increments over a four-year period. |

  123. Outstanding Equity Awards at Fiscal Year-End

    | 56 | | 2023 Proxy Statement |

  124. Outstanding Equity Awards at Fiscal Year-End

    | (2) 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

    | (3) Based on the closing price of AutoZone common stock on August 26, 2023 ($2,453.40 per share). |

  126. 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 26, 2023:

  127. 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) | | William C. Rhodes III | 54,892 | 88,408,766 | 44 | 106,689 | | Jamere Jackson | — | — | — | — | | Thomas B. Newbern | — | — | — | — | | Philip B. Daniele | 6,670 | 10,583,952 | 4 | 9,560 | | Preston B. Frazer | 1,730 | 3,486,434 | 22 | 53,627 |

  128. 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 New York Stock Exchange on the date of exercise and the exercise price of the option. |

  129. Option Exercises and Stock Vested

    | (2) Represents shares acquired pursuant to the Executive Stock Purchase Plan. See “Compensation Discussion and Analysis” on page 32 for more information about this plan. |

  130. Option Exercises and Stock Vested

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

  131. 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 26, 2023.

  132. 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) | ($) (3) | ($) | ($) | | William C. Rhodes III | 941,692 | 134,359 | 918,882 | — | 18,811,342 | | Jamere Jackson | 87,224 | 57,030 | 17,703 | — | 349,337 | | Thomas B. Newbern | 303,301 | 47,806 | (164) | (190,197) | 2,495,684 | | Philip B. Daniele | 256,833 | 35,642 | 27,020 | (25,932) | 1,005,939 | | Preston B. Frazer | 422,631 | 36,642 | 90,320 | — | 1,086,079 |

  133. 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. |

  134. 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. |

  135. Nonqualified Deferred Compensation

    | (3) Represents the difference between the aggregate balance at end of fiscal 2023 and the end of fiscal 2022, excluding (i) contributions made by the executive officer and the Company during fiscal 2023 and (ii) any withdrawals or distributions during fiscal 2023. None of the losses in this column were included in the Summary Compensation Table because they were not preferential or above market. |

  136. 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 after their first year of employment with the Company. As of August 26, 2023, there were 57 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

  137. Nonqualified Deferred Compensation

    | 2023 Proxy Statement | | 57 |

  138. Nonqualified Deferred Compensation

    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. 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.

  140. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE Pursuant to Item 402(u) of Regulation S-K, we have conducted an analysis of our global employee population in order to estimate and disclose the total compensation paid to our median paid 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:

  141. PAY RATIO DISCLOSURE

    | Total compensation for the median employee | | | for fiscal 2023 (not including the CEO): | $26,669 | | Total compensation for the CEO: | $18,796,822 | | Resulting CEO-to-median employee pay ratio: | 705:1 |

  142. PAY RATIO DISCLOSURE

    Measurement date. We identified the median employee from our population as of June 30, 2023. 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, 2023. 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 AutoZone employees in Brazil, Canada, China, Germany, India, Taiwan, Turkey and the United Kingdom, pursuant to the de minimis exemption under the rules. The 1,250 employees in these locations represent less than 5% of the total employee population of 116,170 as of June 30, 2023.

  143. Pay versus Performance

    Pay versus Performance The following table sets forth (i) total compensation paid to Mr. Rhodes, our principal executive officer (“PEO”) for all three 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 other NEOs, excluding Mr. Rhodes, 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.

  144. Pay versus Performance

    | 2023 Proxy Statement | | 61 |

  145. Pay versus Performance

    | | | | | | Value of Initial Fixed $100 | | | | | Fiscal Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO (1)(2) | Average Summary Compensation Table Total for Non- PEO NEOs (3) | Average Compensation Actually Paid to Non- PEO NEOs (2)(3)(4) | Total Shareholder Return | Peer Group Total Shareholder Return (5) | Net Income ($s in millions) | Economic Profit ($s in millions)(6) | | 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 | | 2021 | 14,838,996 | 33,457,070 | 3,943,435 | 6,034,162 | 130.22 | 110.88 | 2,170.3 | 1,984.4 |

  146. Pay versus Performance

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

  147. 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 | | 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 | | 2021 | 14,838,996 | (9,586,448) | 18,881,745 | 10,972,210 | (1,649,432) | — | 18,618,074 | 33,457,070 |

  148. 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. |

  149. Pay versus Performance

    | (3) The Non-PEO NEOs are comprised of: Messrs. Jackson, Newbern, Daniele and Frazer for fiscal years 2023 and 2022; and Messrs. Jackson, Giles, Newbern and Finestone and Ms. Ohm for fiscal year 2021. |

  150. Pay versus Performance

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

  151. 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 | | 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 | | 2021 | 3,943,435 | (1,967,903) | 3,892,579 | 1,413,531 | (145,677) | (1,101,803) | 2,090,726 | 6,034,162 |

  152. 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 2023. |

  153. 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 46 of “Compensation Discussion and Analysis” for more information about how Economic Profit is calculated. |

  154. 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.

  155. 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. |