AutoZone 2010 Annual Report Download - page 14

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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.
Each of the nominees named below was elected a director at the 2009 annual meeting.
Nominees
The nominees are:
William C. Crowley, 53, has been a director since 2008. He has been Executive Vice President of
Sears Holdings Corporation, a broadline retailer, since March 2005, and was a director from March 2005
until May 2010. Additionally, he served as Chief Administrative Officer of Sears Holdings Corporation
from September 2005 until August 2010. 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. and Orchard Supply Hardware.
Experience, Skills and Qualifications: The Board believes Mr. Crowley is qualified to serve as a
director of the Company based on his experience in retail operations, his background in corporate finance
and investment banking, his knowledge of the automotive aftermarket industry, his board experience and
his owner orientation, as well as his integrity, energy, and willingness to spend time on and interest in
AutoZone.
Sue E. Gove, 52, 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 and has been
Chief Financial Officer since March 2009. 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.
Experience, Skills and Qualifications: The Board believes Ms. Gove is qualified to serve as a
director of the Company based on her experience in executive retail operations and finance roles, her
knowledge of accounting, financial reporting, and financial systems, her executive management skills, her
owner orientation, and her board experience, as well as her integrity, energy, and willingness to spend
time on and interest in AutoZone.
Earl G. Graves, Jr., 48, has been a director since 2002 and was elected Lead Director in January
2009. He has been the President and Chief Executive Officer of Earl G. Graves Publishing Company,
publisher of Black Enterprise Magazine, since January 2006, and was President and Chief Operating
Officer from 1998 to 2006. Mr. Graves has been employed by the same company in various capacities
since 1988.
Experience, Skills and Qualifications: The Board believes Mr. Graves is qualified to serve as a
director of the Company based on his business, management and strategic planning experience, his
knowledge of advertising and marketing, his owner orientation, and his board experience, as well as his
integrity, energy, and willingness to spend time on and interest in AutoZone.
Robert R. Grusky, 53, has been a director since 2008. Mr. Grusky founded Hope Capital
Management, LLC, an investment firm for which he serves as Managing Member, in 2000. He
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Proxy