AutoZone 2014 Annual Report Download - page 23

Proxy
Procedure for Communication with the Board of Directors
How can stockholders and other interested parties communicate with the Board of Directors?
Stockholders and other interested parties may communicate with the Board of Directors by writing to the
Board, to any individual director or to the non-management directors as a group c/o Secretary, AutoZone, Inc.,
123 South Front Street, Dept. 8074, Memphis, Tennessee 38103. All such communications will be forwarded
unopened to the addressee. Communications addressed to the Board of Directors or to the non-management
directors as a group will be forwarded to the Chair of the Nominating and Corporate Governance Committee,
and communications addressed to a committee of the Board will be forwarded to the chair of that committee.
Compensation of Directors
Director Compensation Table
This table shows the compensation paid to our non-employee directors during the 2014 fiscal year. No
amounts were paid to our non-employee directors during the 2014 fiscal year that would be classified as “Option
Awards,” “Non-Equity Incentive Plan Compensation,” “Changes in Pension Value and Nonqualified Deferred
Compensation Earnings” or “All Other Compensation,” so these columns have been omitted from the table.
Name(1)
Fees
Paid in Cash
($)
(2)
Stock
Awards
($)
(3)
Total
($)
Douglas H. Brooks .................................... 49,931 174,989 224,920
Linda A. Goodspeed ................................... 53,260 174,989 228,249
Sue E. Gove ......................................... — 262,456 262,456
Earl G. Graves, Jr. .................................... — 281,242 281,242
Enderson Guimaraes ................................... — 249,992 249,992
J.R. Hyde, III ........................................ — 249,992 249,992
D. Bryan Jordan ...................................... — 254,991 254,991
W. Andrew McKenna .................................. 63,246 179,963 243,209
George R. Mrkonic, Jr. ................................. — 256,224 256,224
Luis Nieto ........................................... 53,260 176,222 229,482
(1) William C. Rhodes, III, our Chairman, President and Chief Executive Officer, serves on the Board but does
not receive any compensation for his service as a director. His compensation as an employee of the
Company is shown in the Summary Compensation Table on page 38.
(2) Effective January 1, 2014, under the AutoZone, Inc. 2011 Equity Incentive Award Plan, AutoZone’s non-
employee directors receive their director compensation in the form of Restricted Stock Units, which are
contractual rights to receive in the future a share of AutoZone stock. Upon timely election, non-employee
directors may elect to receive $75,000 of the annual retainer fee, plus any additional fees, in the form of
cash, paid in quarterly installments in advance (on January 1, April 1, July 1 and October 1 of each calendar
year). This column represents the portion of the Director Compensation that was paid in cash and earned in
fiscal year 2014. For the portion of fiscal 2014 prior to January 1, 2014, non-employee directors received
100% of the director compensation in the form of Restricted Stock Units.
(3) The “Stock Awards” column represents the aggregate grant date fair value computed in accordance with
FASB ASC Topic 718 for awards of Restricted Stock Units under the 2011 Equity Plan during fiscal 2014.
See Note B, Share-Based Payments, to our consolidated financial statements in our 2014 Annual Report for
a discussion of our accounting for share-based awards and the assumptions used. The aggregate number of
outstanding awards of common stock under the AutoZone, Inc. 2003 Director Compensation Plan (“Stock
Units”) and Restricted Stock Units held by each director at the end of fiscal 2014 are shown in the following
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