AutoZone 2013 Annual Report Download - page 22

Proxy
(3) As of August 31, 2013, each current 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*
(#)
Douglas H. Brooks** ......................................... — 41 —
Linda A. Goodspeed*** ....................................... — 322 —
Sue E. Gove ................................................ 280 1,715 —
Earl G. Graves, Jr. ........................................... 3,417 1,837 9,000
Enderson Guimaraes**** ...................................... — 496 —
J.R. Hyde, III ............................................... 7,505 1,633 21,000
D. Bryan Jordan** ........................................... — 41 —
W. Andrew McKenna ......................................... 4,247 1,797 18,000
George R. Mrkonic, Jr. ........................................ 1,405 1,674 —
Luis P. Nieto ................................................ 1,136 1,674 3,000
* All stock options are vested.
** Douglas H. Brooks and D. Bryan Jordan were elected on August 30, 2013.
*** Linda A. Goodspeed was elected on February 7, 2013.
**** Enderson Guimaraes was elected on October 17, 2012.
Narrative Accompanying Director Compensation Table
AutoZone’s current director compensation program 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 (each as defined below), 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.
If a non-employee director is elected to the Board after the beginning of a calendar quarter, he or she
receives a prorated Retainer based on the number of days remaining in the calendar quarter in which the date of
the Board election occurs.
Predecessor Plans
The AutoZone, Inc. Second Amended and Restated Director Compensation Plan and the AutoZone, Inc.
Fourth Amended and Restated 1998 Director Stock Option Plan were terminated in December 2002 and were
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