AutoZone 2010 Annual Report Download - page 63

or is a partner or principal or in a similar position or in which such person has a 5% or greater beneficial
ownership interest.
Our Board has adopted a Code of Business Conduct (the “Code of Conduct”) that applies to the
Company’s directors, officers and employees. The Code of Conduct prohibits directors and executive officers
from engaging in activities that create conflicts of interest, taking corporate opportunities for personal use or
competing with the Company, among other things. Our Board has also adopted a Code of Ethical Conduct for
Financial Executives (the “Financial Code of Conduct”) that applies to the Company’s officers and employees
who hold the position of principal executive officer, principal financial officer, principal accounting officer or
controller as well as to Company’s officers and employees who perform similar functions (“Financial
Executives”). The Financial Code of Conduct requires the Financial Executives to, among other things, report
any actual or apparent conflict of interest between personal or professional relationships involving Company
management and any other Company employee with a role in financial reporting disclosures or internal
controls. Additionally, our Corporate Governance Principles require each director who is faced with an issue
that presents, or may give the appearance of presenting, a conflict of interest to disclose that fact to the
Chairman of the Board and the Secretary, and to refrain from participating in discussions or votes on such
issue unless a majority of the Board determines, after consultation with counsel, that no conflict of interest
exists as to such matter.
We have concluded there are no material related party transactions or agreements that were entered into
during the fiscal year ended August 28, 2010 and through the date of this proxy statement requiring disclosure
under these policies.
Equity Compensation Plans
Equity Compensation Plans Approved by Stockholders
Our stockholders have approved the 2006 Stock Option Plan, 1996 Stock Option Plan, the Employee
Stock Purchase Plan, the Executive Stock Purchase Plan, the 2003 Director Compensation Plan and the
2003 Director Stock Option Plan. Our stockholders are being asked to approve a new director compensation
plan, the AutoZone, Inc. 2011 Equity Incentive Award Plan, to replace the 2003 Director Compensation Plan,
the 2003 Director Stock Option Plan, and the 2006 Stock Option Plan.
Equity Compensation Plans Not Approved by Stockholders
The AutoZone, Inc. Second Amended and Restated Director Compensation Plan and the AutoZone, Inc.
Fourth Amended and Restated 1998 Director Stock Option Plan were approved by the Board, but were not
submitted for approval by the stockholders as then permitted under the rules of the New York Stock Exchange.
Both of these plans were terminated in December 2002 and were replaced by the 2003 Director Compensation
Plan and the 2003 Director Stock Option Plan, respectively, after the stockholders approved them. No further
grants can be made under the terminated plans. However, any grants made under these plans will continue
under the terms of the grant made. Only treasury shares are issued under the terminated plans.
Under the Second Amended and Restated Director Compensation Plan, a non-employee director could
receive no more than one-half of the annual retainer and meeting fees immediately in cash, and the remainder
of the fees were taken in common stock or deferred in stock appreciation rights.
Under the Fourth Amended and Restated 1998 Director Stock Option Plan, on January 1 of each year,
each non-employee director received an option to purchase 1,500 shares of common stock, and each non-
employee director who owned common stock worth at least five times the annual fee paid to each non-
employee director on an annual basis received an additional option to purchase 1,500 shares of common stock.
In addition, each new director received an option to purchase 3,000 shares upon election to the Board, plus a
portion of the annual directors’ option grant prorated for the portion of the year actually served in office.
These stock option grants were made at the fair market value as of the grant date.
53
Proxy