AutoZone 2013 Annual Report Download - page 58

Proxy
Company’s most recent fiscal year in which the Company (including any of its subsidiaries) was, is or will be a
participant and the amount involved exceeds $120,000 and in which any Related Person had, has or will have a
direct or indirect material interest. “Related Persons” include a director or executive officer of the Company, a
nominee to become a director of the Company, any person known to be the beneficial owner of more than 5% of
any class of the Company’s voting securities, any immediate family member of any of the foregoing persons,
and any firm, corporation or other entity in which any of the foregoing persons is employed or is a partner or
principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest.
Our Board has adopted a Code of Business Conduct (the “Code of Conduct”) that applies to the Company’s
directors, officers and employees. The Code of Conduct prohibits directors and executive officers from engaging
in activities that create conflicts of interest, taking corporate opportunities for personal use or competing with
the Company, among other things. Our Board has also adopted a Code of Ethical Conduct for Financial
Executives (the “Financial Code of Conduct”) that applies to the Company’s officers and employees who hold
the position of principal executive officer, principal financial officer, principal accounting officer or controller
as well as to the Company’s officers and employees who perform similar functions (“Financial Executives”).
The Financial Code of Conduct requires the Financial Executives to, among other things, report any actual or
apparent conflicts of interest between personal or professional relationships involving the Company’s
management or any other Company employee with a role in financial reporting disclosures or internal controls.
Additionally, our Corporate Governance Principles require each director who is faced with an issue that
presents, or may give the appearance of presenting, a conflict of interest to disclose that fact to the Chairman of
the Board and the Secretary, and to refrain from participating in discussions or votes on such issue unless a
majority of the Board determines, after consultation with counsel, that no conflict of interest exists as to such
matter.
We have concluded there are no material related party transactions or agreements that were entered into
during the fiscal year ended August 31, 2013 and through the date of this proxy statement requiring disclosure
under these policies.
Equity Compensation Plans
Equity Compensation Plans Approved by Stockholders
Our stockholders have approved the 2011 Equity Plan, 2006 Stock Option Plan, 1996 Stock Option Plan,
the Employee Stock Purchase Plan, the Executive Stock Purchase Plan, the 2003 Director Compensation Plan
and the 2003 Director Stock Option Plan.
Equity Compensation Plans Not Approved by Stockholders
The AutoZone, Inc. Second Amended and Restated Director Compensation Plan and the AutoZone, Inc.
Fourth Amended and Restated 1998 Director Stock Option Plan were approved by the Board, but were not
submitted for approval by the stockholders as then permitted under the rules of the New York Stock Exchange.
Both of these plans were terminated in December 2002 and were replaced by the 2003 Director Compensation
Plan and the 2003 Director Stock Option Plan, respectively, after the stockholders approved them. No further
grants can be made under the terminated plans. However, any grants made under these plans will continue under
the terms of the grant made. Only treasury shares are issued under the terminated plans.
Under the Second Amended and Restated Director Compensation Plan, a non-employee director could
receive no more than one-half of the annual retainer and meeting fees immediately in cash, and the remainder of
the fees were taken in common stock or deferred in stock appreciation rights.
Under the Fourth Amended and Restated 1998 Director Stock Option Plan, on January 1 of each year, each
non-employee director received an option to purchase 1,500 shares of common stock, and each non-employee
director who owned common stock worth at least five times the annual fee paid to each non-employee director
on an annual basis received an additional option to purchase 1,500 shares of common stock. In addition, each
new director received an option to purchase 3,000 shares upon election to the Board, plus a portion of the annual
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