AutoZone 2013 Annual Report Download - page 28

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Proxy
Experience, Skills and Qualifications: The Board believes Mr. Nieto is qualified to serve as a
director of the Company based on his expertise in brand management and marketing, including experience
managing a diverse portfolio of brands and products, as well as his knowledge of finance and operations,
his executive management experience, his owner orientation and his board experience, as well as his
integrity, energy, and willingness to spend time on and interest in AutoZone.
William C. Rhodes, III, 48, was elected Chairman in June 2007. He has been President, Chief
Executive Officer, and a director since 2005. Prior to his appointment as President and Chief Executive
Officer, Mr. Rhodes was Executive Vice President–Store Operations and Commercial. Prior to fiscal 2005,
he had been Senior Vice President–Supply Chain and Information Technology since fiscal 2002, and prior
thereto had been Senior Vice President–Supply Chain since 2001. Prior to that time, he served in various
capacities within the Company since 1994. Prior to 1994, Mr. Rhodes was a manager with Ernst & Young
LLP. Mr. Rhodes is also a director of Dollar General Corporation.
Experience, Skills and Qualifications: The Board believes Mr. Rhodes, AutoZone’s Chairman and
Chief Executive Officer, is qualified to serve as a director of the Company based on his 18 years’
experience with the Company, which have included responsibility for corporate strategy, executive
management, operations, supply chain and information technology; his knowledge and understanding of the
automotive aftermarket and retail industries; his strong financial background and his owner orientation, as
well as his integrity and energy.
PROPOSAL 2 — Ratification of Independent Registered Public Accounting Firm
Ernst & Young LLP, our independent auditor for the past twenty-six fiscal years, has been selected by the
Audit Committee to be AutoZone’s independent registered public accounting firm for the 2014 fiscal year.
Representatives of Ernst & Young LLP will be present at the Annual Meeting to make a statement if they so
desire and to answer any appropriate questions.
The Audit Committee recommends that you vote FOR ratification of Ernst & Young LLP as
AutoZone’s independent registered public accounting firm.
For ratification, the firm must receive more votes in favor of ratification than votes cast against.
Abstentions and broker non-votes will not be counted as voting either for or against the firm. However, the
Audit Committee is not bound by a vote either for or against the firm. The Audit Committee will consider a vote
against the firm by the stockholders in selecting our independent registered public accounting firm in the future.
During the past two fiscal years, the aggregate fees for professional services rendered by Ernst & Young
LLP were as follows:
2013 2012
Audit Fees ................................................. $1,825,100 $1,747,500
Audit-Related Fees ........................................... — —
Tax and other Non-Audit-Related Fees ........................... 161,072(1) 79,529(2)
(1) Tax and other Non-Audit-Related Fees for 2013 were for state and local tax services and acquisition-related
due diligence.
(2) Tax and other Non-Audit-Related Fees for 2012 were for state and local tax services.
The Audit Committee pre-approves all services performed by the independent registered public accounting
firm under the terms contained in the Audit Committee charter, a copy of which can be obtained at our website
at www.autozoneinc.com. The Audit Committee pre-approved 100% of the services provided by Ernst & Young
LLP during the 2013 and 2012 fiscal years. The Audit Committee considers the services listed above to be
compatible with maintaining Ernst & Young LLP’s independence.
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