AutoZone 2011 Annual Report Download - page 20

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Director Nomination Process
What is the Nominating and Corporate Governance Committee’s policy regarding consideration of director
candidates recommended by stockholders? How do stockholders submit such recommendations?
The Nominating and Corporate Governance Committee’s policy is to consider director candidate
recommendations from stockholders if they are submitted in writing to AutoZone’s Secretary in accordance with
the procedure set forth in Article III, Section 1 of AutoZone’s Fifth Amended and Restated Bylaws (“Bylaws”),
including biographical and business experience information regarding the nominee and other information
required by said Article III, Section 1. Copies of the Bylaws will be provided upon written request to
AutoZone’s Secretary and are also available on AutoZone’s corporate website at www.autozoneinc.com.
What qualifications must a nominee have in order to be recommended by the Nominating and Corporate
Governance Committee for a position on the Board?
The Board believes each individual director should possess certain personal characteristics, and that the
Board as a whole should possess certain core competencies. Such personal characteristics are integrity and
accountability, informed judgment, financial literacy, mature confidence, high performance standards, and
passion. They should also have demonstrated the confidence to be truly independent, as well as be business
savvy, have an owner orientation and have a genuine interest in AutoZone. Core competencies of the Board as a
whole are accounting and finance, business judgment, management expertise, crisis response, industry
knowledge, international markets, strategy and vision. These characteristics and competencies are set forth in
more detail in AutoZone’s Corporate Governance Principles, which are available on AutoZone’s corporate
website at www.autozoneinc.com.
How does the Nominating and Corporate Governance Committee identify and evaluate nominees for
director?
Prior to each annual meeting of stockholders at which directors are to be elected, the Nominating and
Corporate Governance Committee considers incumbent directors and other qualified individuals, if necessary, as
potential director nominees. In evaluating a potential nominee, the Nominating and Corporate Governance
Committee considers the personal characteristics described above, and also reviews the composition of the full
Board to determine the areas of expertise and core competencies needed to enhance the function of the Board.
The Nominating and Corporate Governance Committee may also consider other factors such as the size of the
Board, whether a candidate is independent, how many other public company directorships a candidate holds, and
the listing standards requirements of the New York Stock Exchange.
The Nominating and Corporate Governance Committee recognizes the importance of selecting directors
from various backgrounds and professions in order to ensure that the Board as a whole has a variety of
experiences and perspectives which contribute to a more effective decision-making process. The Board does not
have a specific diversity policy, but considers diversity of race, ethnicity, gender, age, cultural background and
professional experiences in evaluating candidates for Board membership.
The Nominating and Corporate Governance Committee uses a variety of methods for identifying potential
nominees for director. Candidates may come to the attention of the Nominating and Corporate Governance
Committee through current Board members, stockholders or other persons. The Nominating and Corporate
Governance Committee may retain a search firm or other consulting firm from time to time to identify potential
nominees. Nominees recommended by stockholders in accordance with the procedure described above, i.e.,
submitted in writing to AutoZone’s Secretary, accompanied by the biographical and business experience
information regarding the nominee and the other information required by Article III, Section 1 of the Bylaws,
will receive the same consideration as the Nominating and Corporate Governance Committee’s other potential
nominees.
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