AutoZone 2011 Annual Report Download - page 22

Proxy
(3) Under the 2011 Equity Plan, as defined below, which became effective January 1, 2011, non-employee
directors receive 100% of their fees in restricted units with value equivalent to the value of shares of
AutoZone Common Stock (“Restricted Stock Units”). 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 Plan and awards of Restricted Stock Units under the 2011 Equity Incentive Award Plan during
fiscal 2011. See Note B, Share-Based Payments, to our consolidated financial statements in our 2011 Annual
Report for a discussion of our accounting for share-based awards and the assumptions used. The aggregate
number of outstanding Stock Units and Restricted Stock Units held by each director at the end of fiscal 2011
are shown in the following footnote 4. See “Security Ownership of Management and Board of Directors” on
page 14 for more information about our directors’ stock ownership.
(4) As of August 27, 2011, each non-employee director had the following aggregate number of outstanding
Stock Units, Restricted Stock Units and stock options:
Director
Stock
Units
(#)
Restricted
Stock
Units
(#)
Stock
Options*
(#)
WilliamC.Crowley ....................................... — 533 9,526
SueE.Gove ............................................. 280 560 14,215
EarlG.Graves,Jr. ........................................ 3,417 600 19,000
RobertR.Grusky ......................................... 251 533 7,526
J.R.Hyde,III ............................................ 7,505 533 27,000
W.AndrewMcKenna...................................... 4,247 587 27,000
GeorgeR.Mrkonic,Jr. ..................................... 1,405 538 15,857
LuisP.Nieto ............................................. 1,136 547 7,412
TheodoreW.Ullyot ....................................... 1,468 533 5,078
* Includes vested and unvested stock options.
Narrative Accompanying Director Compensation Table
Current Compensation Structure
The following describes AutoZone’s current director compensation program, which became effective
January 1, 2011:
Annual Retainer Fees. Non-employee directors receive an annual retainer fee of $200,000 (the “Annual
Retainer”). The lead director and the chair of the Audit Committee each receive an additional fee of $20,000
annually, the chairs of the Compensation Committee and the Nominating and Corporate Governance Committee
each receive an additional fee of $5,000 per year, and the non-chair members of the Audit Committee each
receive an additional fee of $5,000 per year (such fees, together with the Annual Retainer, the “Retainer”). There
are no meeting fees.
Under the AutoZone, Inc. 2011 Equity Incentive Award Plan (the “2011 Equity Plan”), which replaced the
2003 Director Compensation Plan and the 2003 Director Stock Option Plan, a non-employee director receives
the Retainer in Restricted Stock Units, which are contractual rights to receive in the future a share of AutoZone
common stock. Restricted Stock Units become fully vested on the date they are issued and will become
unrestricted as of the date that a non-employee director ceases to be a director of the Company (the “Payment
Date”). Restricted Stock Units are paid in shares of AutoZone common stock as soon as practicable after the
Payment Date, to be no later than the fifteenth day of the third month following the end of the tax year in which
such Payment Date occurs, unless the director has elected to defer receipt.
The Retainer is payable in advance in equal quarterly installments on January 1, April 1, July 1, and
October 1 of each year. The number of Restricted Stock Units granted each quarter is determined by dividing the
amount of the Retainer by the fair market value of the shares as of the grant date.
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