AutoZone 2010 Annual Report Download - page 23

Procedure for Communication with the Board of Directors
How can stockholders and other interested parties communicate with the Board of Directors?
Stockholders and other interested parties may communicate with the Board of Directors by writing to the
Board, to any individual director or to the non-management directors as a group c/o Secretary, AutoZone, Inc.,
123 South Front Street, Dept. 8074, Memphis, Tennessee 38103. All such communications will be forwarded
unopened to the addressee. Communications addressed to the Board of Directors or to the non-management
directors as a group will be forwarded to the Chairperson of the Nominating and Corporate Governance
Committee and communications addressed to a committee of the Board will be forwarded to the chairperson
of that committee.
Compensation of Directors
Director Compensation Table
This table shows the compensation paid to our non-employee directors during the 2010 fiscal year. No
amounts were paid to our non-employee directors during the 2010 fiscal year that would be classified as
“Non-Equity Incentive Plan Compensation,” “Changes in Pension Value and Nonqualified Deferred Compen-
sation Earnings” or “All Other Compensation,” so these columns have been omitted from the table.
Name(1)
Fees
Earned or
Paid in Cash
($)
(2)
Stock
Awards
($)
(3)
Option
Awards
($)
(4)
Total
($)
William C. Crowley .......................... 20,071 19,929 164,728 204,728
SueE.Gove ............................... 20,145 19,855 164,728 204,728
Earl G. Graves, Jr. .......................... 22,509 22,509 164,728 209,746
Robert R. Grusky............................ 37,657 37,336 109,819 184,812
J.R. Hyde, III .............................. 20,008 20,008 164,728 204,744
W. Andrew McKenna......................... 25,070 24,930 164,728 214,728
George R. Mrkonic, Jr. ....................... 20,008 20,008 164,728 204,744
Luis Nieto ................................. 37,498 37,498 109,819 184,815
Theodore W. Ullyot .......................... 31,248 31,248 27,455 89,951
(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 Com-
pany is shown in the Summary Compensation Table on page 40.
(2) Under the AutoZone, Inc. 2003 Director Compensation Plan, non-employee directors receive at least 50%
of their annual retainer fees and committee chair fees in AutoZone common stock or in Stock Units (units
with value equivalent to the value of shares of AutoZone common stock as of the grant date). They may
elect to receive up to 100% of the fees in stock and/or to defer all or part of the fees in Stock Units, as
defined herein. This column represents the 50% of the fees that were paid in cash or which the director
elected to receive in stock or Stock Units during fiscal 2010, and any cash paid in lieu of fractional shares
under the AutoZone, Inc. 2003 Director Compensation Plan. The stock and stock unit amounts reflect the
aggregate grant date fair value computed in accordance with Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (“ASC”) Topic 718. See Note B, Share-Based Payments, to
our consolidated financial statements in our Annual Report on Form 10-K for the year ended August 28,
2010 (“2010 Annual Report”) for a discussion of our accounting for share-based awards and the assump-
tions used. The other 50% of the fees, which were required to be paid in stock or Stock Units, are included
in the amounts in the “Stock Awards” column.
(3) The “Stock Awards” column represents the aggregate grant date fair value computed in accordance with
FASB ASC Topic 718 for awards of common stock under the 2003 Director Compensation Plan during fis-
cal 2010. See Note B, Share-Based Payments, to our consolidated financial statements in our 2010 Annual
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