AutoZone 2013 Annual Report Download - page 12

Proxy
Who is entitled to vote at the Annual Meeting?
The record date for the Annual Meeting is October 21, 2013. Only stockholders of record at the close of
business on that date are entitled to attend and vote at the Annual Meeting. The only class of stock that can be
voted at the Meeting is our common stock. Each share of common stock is entitled to one vote on all matters
that come before the Meeting. At the close of business on the record date, October 21, 2013, we had 34,031,760
shares of common stock outstanding.
How do I vote my shares?
You may vote your shares in person or by proxy:
By Proxy: You can vote by telephone, on the Internet or by mail. We encourage you to vote by
telephone or Internet, both of which are convenient, cost-effective, and reliable alternatives to returning
your proxy card by mail.
1. By Telephone: You may submit your voting instructions by telephone by following the
instructions printed on the enclosed proxy card. If you submit your voting instructions by telephone, you do
not have to mail in your proxy card.
2. On the Internet: You may vote on the Internet by following the instructions printed on the
enclosed proxy card. If you vote on the Internet, you do not have to mail in your proxy card.
3. By Mail: If you properly complete and sign the enclosed proxy card and return it in the enclosed
envelope, it will be voted in accordance with your instructions. The enclosed envelope requires no
additional postage if mailed in the United States.
In Person: You may attend the Annual Meeting and vote in person. If you are a registered holder of
your shares (if you hold your stock in your own name), you need only attend the Meeting. However, if your
shares are held in an account by a broker, you will need to present a written consent from your broker
permitting you to vote the shares in person at the Annual Meeting.
What if I have shares in the AutoZone Employee Stock Purchase Plan?
If you have shares in an account under the AutoZone Employee Stock Purchase Plan, you have the right to
vote the shares in your account. To do this you must grant your proxy by telephone or over the Internet by
following the instructions on the proxy card or you must sign and timely return the proxy card you received with
this Proxy Statement.
How will my vote be counted?
Your vote for your shares will be cast as you indicate on your proxy card. If you sign your card without
indicating how you wish to vote, your shares will be voted FOR our nominees for director, FOR Ernst & Young
LLP as independent registered public accounting firm, FOR the advisory proposal on executive compensation,
and in the proxies’ discretion on any other matter that may properly be brought before the Meeting or any
adjournment of the Meeting.
The votes will be tabulated and certified by our transfer agent, Computershare. A representative of
Computershare will serve as the inspector of election.
Can I change my vote after I submit my proxy?
Yes, you may revoke your proxy at any time before it is voted at the Meeting by:
• giving written notice to our Secretary that you have revoked the proxy, or
• providing a later-dated proxy.
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