AutoZone 2013 Annual Report Download - page 24

Proxy
(4) Includes 213,010 shares pledged as security by Mr. Hyde. Includes 67,500 shares held by a charitable
foundation for which Mr. Hyde is an officer and a director and for which he shares investment and voting
power. Does not include 2,000 shares owned by Mr. Hyde’s wife.
(5) Includes 1,574 shares held as custodian for Mr. Rhodes’s children.
(6) Includes 1,200 shares held by trusts for which Mr. Goldsmith is a co-trustee and beneficiary and 200 shares
held by trusts for Mr. Goldsmith’s daughters. Does not include 1,000 shares owned by Mr. Goldsmith’s
mother.
Security Ownership of Certain Beneficial Owners
The following entities are known by us to own more than five percent of our outstanding common stock:
Name and Address
of Beneficial Owner Shares
Ownership
Percentage(1)
T. Rowe Price Associates, Inc.(2) ................................
100 East Pratt Street
Baltimore, MD 21202
3,008,169 8.8%
JPMorgan Chase & Co.(3) .....................................
270 Park Avenue, 38th Floor
New York, NY 10017
2,686,574 7.9%
Wellington Management Co., LLP(4) ............................
280 Congress Street
Boston, MA 02210
1,982,668 5.8%
(1) The ownership percentages are calculated based on the number of shares of AutoZone common stock
outstanding as of October 21, 2013.
(2) The source of this information is the Form 13F filed by T. Rowe Price Associates, Inc. on August 15, 2013
for the quarter ending June 30, 2013.
(3) The source of this information is the Form 13F filed by JPMorgan Chase & Co. on August 13, 2013 for the
quarter ending June 30, 2013. The shares are beneficially owned by a group consisting of JP Morgan Asset
Management (2,017,342 shares); JPMorgan Asset Management (UK) Ltd., (324,968); JPMorgan Private
Bank (297,666 shares) and J.P. Morgan Securities, Inc. (46,598 shares).
(4) The source of this information is the Form 13F filed by Wellington Management Company, LLP on
August 14, 2013 for the quarter ending June 30, 2013.
THE PROPOSALS
PROPOSAL 1 — Election of Directors
Eleven directors will be elected at the Annual Meeting to serve until the annual meeting of stockholders in
2014. Pursuant to AutoZone’s Fifth Amended and Restated Bylaws, in an uncontested election of directors, a
nominee for director is elected to the Board if the number of votes cast for such nominee’s election exceed the
number of votes cast against such nominee’s election. (If the number of nominees were to exceed the number of
directors to be elected, i.e., a contested election, directors would be elected by a plurality of the votes cast at the
Annual Meeting.) Pursuant to AutoZone’s Corporate Governance Principles, incumbent directors must agree to
tender their resignation if they fail to receive the required number of votes for re-election, and in such event the
Board will act within 90 days following certification of the shareholder vote to determine whether to accept the
director’s resignation. These procedures are described in more detail in our Corporate Governance Principles,
which are available on our corporate website at www.autozoneinc.com. The Board may consider any factors it
deems relevant in deciding whether to accept a director’s resignation. If a director’s resignation offer is not
accepted by the Board, that director will continue to serve until AutoZone’s next annual meeting of stockholders
or until his or her successor is duly elected and qualified, or until the director’s earlier death, resignation, or
removal.
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