AutoZone 2013 Annual Report Download - page 13

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Proxy
Any written notice should be sent to the Secretary at 123 South Front Street, Dept. 8074, Memphis,
Tennessee 38103.
How many shares must be present to constitute a quorum for the Meeting?
Holders of a majority of the shares of the voting power of the Company’s stock must be present in person
or by proxy in order for a quorum to be present. If a quorum is not present at the scheduled time of the Annual
Meeting, we may adjourn the Meeting, without notice other than announcement at the Meeting, until a quorum
is present or represented. Any business which could have been transacted at the Meeting as originally scheduled
can be conducted at the adjourned meeting.
Are there any agreements with stockholders concerning the Annual Meeting?
There are no agreements with any stockholders concerning the Annual Meeting.
Corporate Governance Matters
Independence
How many independent directors does AutoZone have?
Our Board of Directors has determined that ten of our current eleven directors are independent: Douglas H.
Brooks, Linda A. Goodspeed, Sue E. Gove, Earl G. Graves, Jr., Enderson Guimaraes, J.R. Hyde, III, D. Bryan
Jordan, W. Andrew McKenna, George R. Mrkonic, Jr., and Luis P. Nieto, Jr. All of these directors meet the
independence standards of our Corporate Governance Principles and the New York Stock Exchange listing
standards.
How does AutoZone determine whether a director is independent?
In accordance with AutoZone’s Corporate Governance Principles, a director is considered independent if
the director:
• has not been employed by AutoZone within the last five years;
• has not been employed by AutoZone’s independent auditor in the last five years;
• is not, and is not affiliated with a company that is, an adviser, or consultant to AutoZone or a member of
AutoZone’s senior management;
• is not affiliated with a significant customer or supplier of AutoZone;
• has no personal services contract with AutoZone or with any member of AutoZone’s senior management;
• within the last three years, has not had any business relationship with AutoZone for which AutoZone has
been or will be required to make disclosure under Rule 404(a) or (b) of Regulation S-K of the Securities
and Exchange Commission as currently in effect;
• receives no compensation from AutoZone other than compensation as a director;
• is not employed by a public company at which an executive officer of AutoZone serves as a director;
• has not had any of the relationships described above with any affiliate of AutoZone; and
• is not a member of the immediate family of any person with any relationships described above.
The term “affiliate” as used above is defined as any parent or subsidiary entity included in AutoZone’s
consolidated group for financial reporting purposes.
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