AutoZone 2014 Annual Report Download - page 25

Proxy
Compensation Structure Prior to January 1, 2014
The following describes the program in place from January 1, 2011 through December 31, 2013, which
includes a portion of AutoZone’s fiscal 2014:
Annual Retainer Fees. Non-employee directors received an annual retainer fee of $200,000 (the “Annual
Retainer”). The lead director and the chair of the Audit Committee each received an additional fee of $20,000
annually, the chairs of the Compensation Committee and the Nominating and Corporate Governance Committee
each received an additional fee of $5,000 per year, and the non-chair members of the Audit Committee each
received an additional fee of $5,000 per year (such fees, together with the Annual Retainer, the “Retainer”).
There were no meeting fees.
Under the 2011 Equity Plan, non-employee directors received the Retainer in Restricted Stock Units. The
Restricted Stock Units became fully vested on the date they were issued and will become unrestricted as of the
date that a non-employee director ceases to be a director of the Company (the “Payment Date”). Restricted Stock
Units are paid in shares of AutoZone common stock as soon as practicable after the Payment Date, to be no later
than the fifteenth day of the third month following the end of the tax year in which such Payment Date occurs,
unless the director has elected to defer receipt.
The Retainer was payable in advance in equal quarterly installments on January 1, April 1, July 1, and
October 1 of each year. The number of Restricted Stock Units granted each quarter was determined by dividing
the amount of the Retainer by the fair market value of the shares as of the grant date.
If a non-employee director was elected to the Board after the beginning of a calendar quarter, he or she
received a prorated Retainer based on the number of days remaining in the calendar quarter in which the date of
the Board election occurred.
Other Predecessor Plans
The AutoZone, Inc. Second Amended and Restated Director Compensation Plan and the AutoZone, Inc.
Fourth Amended and Restated 1998 Director Stock Option Plan were terminated in December 2002 and were
replaced by the AutoZone, Inc. First Amended and Restated 2003 Director Compensation Plan (the “2003
Director Compensation Plan”) and the AutoZone, Inc. First Amended and Restated 2003 Director Stock Option
Plan (the “2003 Director Stock Option Plan”). The 2003 Director Compensation Plan and the 2003 Director
Stock Option Plan were terminated in December 2010 and replaced by the 2011 Equity Plan. However, grants
made under those plans continue in effect under the terms of the grant made and are included in the aggregate
awards outstanding shown above.
Stock Ownership Requirement
The Board has established a stock ownership requirement for non-employee directors. Each director is
required to own AutoZone common stock and/or restricted stock units having a cumulative fair market value in
an amount equal to three times the value of the base annual retainer payable pursuant to the Director
Compensation Program within five years of joining the Board, and to maintain such ownership level thereafter.
Exceptions to this requirement may only be made by the Board under compelling mitigating circumstances.
Shares, Stock Units and Restricted Stock Units issued under the AutoZone, Inc. Second Amended and Restated
Director Compensation Plan, the 2003 Director Compensation Plan and the 2011 Equity Plan count toward this
requirement.
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