AutoZone 2008 Annual Report Download - page 13

Annual Meeting, we may adjourn the Meeting, without notice other than announcement at the Meeting, until a
quorum is present or represented. Any business which could have been transacted at the Meeting as originally
scheduled can be conducted at the adjourned meeting.
THE PROPOSALS
PROPOSAL 1 — Election of Directors
Ten directors will be elected at the Annual Meeting to serve until the annual meeting of stockholders in
2009. Directors are elected by a plurality, so the ten persons nominated for director and receiving the most
votes will be elected. Pursuant to AutoZone’s Corporate Governance Principles, however, any nominee for
director who receives a greater number of votes “withheld” from his or her election than votes “for” such
election is required to tender his or her resignation for consideration by the Nominating and Corporate
Governance Committee of the Board. The Nominating and Corporate Governance Committee will recommend
to the Board the action to be taken with respect to such resignation.
Abstentions and broker non-votes have no effect on the election of directors. (“Broker non-votes” are
shares held by banks or brokers on behalf of their customers that are represented at the Meeting but are not
voted.)
The Board of Directors recommends that the stockholders vote FOR each of these nominees. These
nominees have consented to serve if elected. Should any nominee be unavailable to serve, your proxy will be
voted for the substitute nominee recommended by the Board of Directors, or the Board of Directors may
reduce the number of directors on the Board.
With the exception of Mr. Crowley, Mr. Grusky and Mr. Nieto, each of the nominees named below was
elected a director at the 2007 annual meeting. Charles M. Elson and N. Gerry House are not standing for re-
election to the Board.
Nominees
The nominees are:
William C. Crowley, 51, was appointed as a director in August 2008. He has served as Executive
Vice President and a director of Sears Holdings Corporation, a broadline retailer, since March 2005.
Additionally, he has served as Chief Administrative Officer of Sears Holdings Corporation since
September 2005. Mr. Crowley also served as the Chief Financial Officer of Sears Holdings Corporation
from March 2005 until September 2006 and from January 2007 until October 2007. Mr. Crowley has
served as a director of Sears Canada, Inc. since March 2005 and as the Chairman of the Board of Sears
Canada, Inc. since December 2006. Since January 1999, Mr. Crowley has also been President and Chief
Operating Officer of ESL Investments, Inc., a private investment firm. From May 2003 until March 2005,
Mr. Crowley served as director and Senior Vice President, Finance of Kmart Holding Corporation.
Mr. Crowley is also a director of AutoNation, Inc.
Sue E. Gove, 50, has been a director since 2005. She has been the Executive Vice President and
Chief Operating Officer of Golfsmith International Holdings, Inc. since September 2008. Ms. Gove
previously had been a self-employed consultant since April 2006, serving clients in specialty retail and
private equity. Ms. Gove was a consultant for Prentice Capital Management, LP from April 2007 to
March 2008. She was a consultant for Alvarez and Marsal Business Consulting, L.L.C. from April 2006
to March 2007. She was Executive Vice President and Chief Operating Officer of Zale Corporation from
2002 to March 2006 and a director of Zale Corporation from 2004 to 2006. She was Executive Vice
President, Chief Financial Officer of Zale Corporation from 1998 to 2002 and remained in the position of
Chief Financial Officer until 2003.
Earl G. Graves, Jr., 46, has been a director since 2002. He has been the President and Chief
Executive Officer of Earl G. Graves Publishing Company, publisher of Black Enterprise magazine, since
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Proxy