AutoZone 2013 Annual Report Download - page 25

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Proxy
Any director nominee who is not an incumbent director and who does not receive a majority vote in an
uncontested election will not be elected as a director, and a vacancy will be left on the Board. The Board, in its
sole discretion, may either fill a vacancy resulting from a director nominee not receiving a majority vote
pursuant to the Bylaws or decrease the size of the Board to eliminate the vacancy.
Broker non-votes occur when shares held by a brokerage firm are not voted with respect to a proposal
because the firm has not received voting instructions from the beneficial owner of the shares and the firm does
not have the authority to vote the shares in its discretion. Shares abstaining from voting and shares as to which a
broker non-vote occurs are considered present for purposes of determining whether a quorum exists, but are not
considered votes cast or shares entitled to vote with respect to such matter. Accordingly, abstentions and broker
non-votes will have no effect on the outcome of Proposal 1.
The Board of Directors recommends that the stockholders vote FOR each of these nominees. These
nominees have consented to serve if elected. Should any nominee be unavailable to serve, your proxy will be
voted for the substitute nominee recommended by the Board of Directors, or the Board of Directors may reduce
the number of directors on the Board.
With the exception of Douglas H. Brooks, Linda A. Goodspeed and D. Bryan Jordan each of the nominees
named below was elected a director at the 2012 annual meeting.
Nominees
The nominees are:
Douglas H. Brooks, 61, was elected as a director on August 30, 2013. He is currently the Non-
Executive Chairman of the Board of Brinker International. He was Chairman, President and Chief
Executive Officer of Brinker from 2004 until January 2013, and served as its President and Chief Operating
Officer from 1999 to 2004. He has been on the Brinker board of directors since 1999. Mr. Brooks is not
standing for re-election to the Brinker board of directors. Mr. Brooks is also a director of Southwest
Airlines and Club Corp.
Experience, Skills and Qualifications: The Board believes Mr. Brooks is qualified to serve as a
director of the Company based on his strong strategic and operational business background, his knowledge
of international operations, his experience as a chief executive officer of a public company, his experience
managing a company with a strong focus on customer service, and his owner orientation, as well as his
integrity, energy, and willingness to spend time on and interest in AutoZone.
Linda A. Goodspeed, 51, was elected as a director on February 7, 2013. She has served as Senior Vice
President and Chief Information Officer of ServiceMaster since October 2011. From 2008 to September
2011, Ms. Goodspeed served as Vice President, Information Systems and Chief Information Officer for
Nissan North America, Inc., a subsidiary of Nissan Motor Company, a global manufacturer of vehicles.
From 2001 to 2008, Ms. Goodspeed served as Executive Vice President at Lennox International, Inc., a
global manufacturer of air conditioning, heating and commercial refrigeration equipment. She is also a
director of Columbus McKinnon Corp. and American Electric Power Co., Inc.
Experience, Skills and Qualifications: The Board believes Ms. Goodspeed is qualified to serve as a
director of the Company based on her experience in key strategic and operational roles with several large
global companies, her expertise in information technology and position as the chief information officer of a
service company, her owner orientation, and her executive management skills, as well as her integrity,
energy, and willingness to spend time on and interest in AutoZone.
Sue E. Gove, 55, has been a director since 2005. She has been the President of Golfsmith International
Holdings, Inc. since February 2012 and Chief Executive Officer since October 2012. Previously, she was
15