AutoZone 2013 Annual Report Download - page 19

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Proxy
Who are the members of the Compensation Committee?
The Compensation Committee consists of Mr. Graves (Chair), Mr. McKenna, and Mr. Mrkonic, all of
whom are independent directors under the standards of AutoZone’s Corporate Governance Principles and the
listing standards of the New York Stock Exchange.
How many times did the Compensation Committee meet during the last fiscal year?
During the 2013 fiscal year, the Compensation Committee held four meetings.
Where can I find the charter of the Compensation Committee?
The Compensation Committee’s charter is available on our corporate website at www.autozoneinc.com and
is also available, free of charge, in print to any stockholder who requests it.
Nominating and Corporate Governance Committee
What is the function of the Nominating and Corporate Governance Committee?
The Nominating and Corporate Governance Committee ensures that:
• qualified candidates are presented to the Board of Directors for election as directors;
• the Board of Directors has adopted appropriate corporate governance principles that best serve the
practices and objectives of the Board of Directors; and
• AutoZone’s Articles of Incorporation and Bylaws are structured to best serve the interests of the
stockholders.
Who are the members of the Nominating and Corporate Governance Committee?
The Nominating and Corporate Governance Committee consists of Ms. Gove (Chair), Mr. Guimaraes, and
Mr. Nieto, all of whom are independent directors under the standards of AutoZone’s Corporate Governance
Principles and the listing standards of the New York Stock Exchange.
How many times did the Nominating and Corporate Governance Committee meet during the last fiscal
year?
During the 2013 fiscal year, the Nominating and Corporate Governance Committee held six meetings.
Where can I find the charter of the Nominating and Corporate Governance Committee?
The Nominating and Corporate Governance Committee’s charter is available on our corporate website at
www.autozoneinc.com and is also available, free of charge, in print to any stockholder who requests it.
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.
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