AutoZone 2010 Annual Report Download - page 12

Who is entitled to vote at the Annual Meeting?
The record date for the Annual Meeting is October 18, 2010. Only stockholders of record at the close of
business on that date are entitled to attend and vote at the Annual Meeting. The only class of stock that can be
voted at the Meeting is our common stock. Each share of common stock is entitled to one vote on all matters
that come before the Meeting. At the close of business on the record date, October 18, 2010, we had
44,625,787 shares of common stock outstanding.
How do I vote my shares?
You may vote your shares in person or by proxy:
By Proxy: You can vote by telephone, on the Internet or by mail. We encourage you to vote by
telephone or Internet, both of which are convenient, cost-effective, and reliable alternatives to returning
your proxy card by mail.
1. By Telephone: You may submit your voting instructions by telephone by following the instruc-
tions printed on the enclosed proxy card. If you submit your voting instructions by telephone, you do not
have to mail in your proxy card.
2. On the Internet: You may vote on the Internet by following the instructions printed on the
enclosed proxy card. If you vote on the Internet, you do not have to mail in your proxy card.
3. By Mail: If you properly complete and sign the enclosed proxy card and return it in the enclosed
envelope, it will be voted in accordance with your instructions. The enclosed envelope requires no
additional postage if mailed in the United States.
In Person: You may attend the Annual Meeting and vote in person. If you are a registered holder
of your shares (if you hold your stock in your own name), you need only attend the Meeting. However, if
your shares are held in an account by a broker, you will need to present a written consent from your
broker permitting you to vote the shares in person at the Annual Meeting.
What if I have shares in the AutoZone Employee Stock Purchase Plan?
If you have shares in an account under the AutoZone Employee Stock Purchase Plan, you have the right
to vote the shares in your account. To do this you must sign and timely return the proxy card you received
with this Proxy Statement, or grant your proxy by telephone or over the Internet by following the instructions
on the proxy card.
How will my vote be counted?
Your vote for your shares will be cast as you indicate on your proxy card. If you sign your card without
indicating how you wish to vote, your shares will be voted FOR our nominees for director, FOR the
AutoZone, Inc. 2011 Equity Incentive Award Plan, FOR Ernst & Young LLP as independent registered public
accounting firm, and in the proxies’ discretion on any other matter that may properly be brought before the
Meeting or any adjournment of the Meeting.
The votes will be tabulated and certified by our transfer agent, Computershare. A representative of
Computershare will serve as the inspector of election.
Can I change my vote after I submit my proxy?
Yes, you may revoke your proxy at any time before it is voted at the Meeting by:
• giving written notice to our Secretary that you have revoked the proxy, or
• providing a later-dated proxy.
Any written notice should be sent to the Secretary at 123 South Front Street, Dept. 8074, Memphis,
Tennessee 38103.
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Proxy