AutoZone 2008 Annual Report Download - page 20

In accordance with that Agreement, Mr. Crowley and Mr. Grusky were identified by ESL and Mr. Nieto
was identified by The Hollins Group, Inc. After review and approval by the Nominating and Corporate
Governance Committee, Messrs. Crowley, Grusky and Nieto were appointed to the Board.
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 Chairman of the Nominating and Corporate
Governance Committee and communications addressed to a committee of the Board will be forwarded to the
chairman of that committee.
Compensation of Directors
Director Compensation Table
This table shows the compensation paid to our non-employee directors during the 2008 fiscal year. No
amounts were paid to our non-employee directors during the 2008 fiscal year that would be classified as
“Non-Equity Incentive Plan Compensation,” “Changes in Pension Value and Nonqualified Deferred Compen-
sation Earnings” or “All Other Compensation,” so these columns have been omitted from the table.
Name(1)
Fees
Earned or
Paid in Cash
($)
(2)
Stock
Awards
($)
(3)
Option
Awards
($)
(4)
Total
($)
(5)
William C. Crowley(6) ........................ 815 815 1,801 3,431
Charles M. Elson ............................. 22,496 22,496 87,696 132,688
SueE.Gove ................................ 20,000 19,760 72,894 112,654
Earl G. Graves, Jr. . . ......................... 20,008 20,008 70,167 110,183
Robert R. Grusky(6) . ......................... 815 815 1,801 3,431
N. Gerry House .............................. 20,008 20,008 87,696 127,712
J.R. Hyde, III ............................... 20,008 20,008 87,696 127,712
W. Andrew McKenna ......................... 24,877 24,877 87,696 137,450
George R. Mrkonic, Jr. ........................ 20,008 20,008 91,134 131,150
Theodore W. Ullyot . . ......................... 22,496 22,496 62,893 107,885
(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 Com-
pany is shown in the Summary Compensation Table on page 28.
(2) Under the AutoZone, Inc. 2003 Director Compensation Plan, non-employee directors receive at least 50%
of their annual retainer fees and committee chairmanship fees in AutoZone common stock or in Stock
Units (units with value equivalent to the value of shares of AutoZone common stock as of the grant date).
They may elect to receive up to 100% of the fees in stock and/or to defer all or part of the fees in Stock
Units, as defined herein. This column represents the 50% of the fees that were paid in cash or which the
director elected to receive in stock or Stock Units during fiscal 2008. The stock and stock unit amounts
reflect the dollar amounts recognized for financial statement reporting purposes in accordance with Finan-
cial Accounting Standards Board Statement of Financial Accounting Standards No. 123(R), “Share-Based
Payment” (“SFAS 123(R)”). See Note B, Share-Based Compensation, to our consolidated financial state-
ments in our Annual Report on Form 10-K for the year ended August 30, 2008 (“2008 Annual Report”)
for a discussion of our accounting for share-based awards and the assumptions used. The other 50% of the
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