AutoZone 2011 Annual Report Download - page 18

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How many times did the Audit Committee meet during the last fiscal year?
During the 2011 fiscal year, the Audit Committee held nine meetings.
Where can I find the charter of the Audit Committee?
The Audit Committee’s charter is available on our corporate website at www.autozoneinc.com and is also
available, free of charge, in print to any stockholder who requests it.
Audit Committee Report
The Audit Committee of AutoZone, Inc. has reviewed and discussed AutoZone’s audited financial
statements for the year ended August 27, 2011, with AutoZone’s management. In addition, we have discussed
with Ernst & Young LLP, AutoZone’s independent registered public accounting firm, the matters required to be
discussed by Statement on Auditing Standards No. 61, Communications with Audit Committees, as amended and
as adopted by the Public Company Accounting Oversight Board (“PCAOB”) in Rule 3200T, the Sarbanes-Oxley
Act of 2002, and the charter of the Committee.
The Committee also has received the written disclosures and the letter from Ernst & Young LLP required
by the applicable requirements of the PCAOB regarding the firm’s communications with the Audit Committee
concerning independence, and we have discussed with Ernst & Young LLP their independence from the
Company and its management. The Committee has discussed with AutoZone’s management and the auditing
firm such other matters and received such assurances from them as we deemed appropriate.
As a result of our review and discussions, we have recommended to the Board of Directors the inclusion of
AutoZone’s audited financial statements in the annual report for the fiscal year ended August 27, 2011, on
Form 10-K for filing with the Securities and Exchange Commission.
While the Audit Committee has the responsibilities and powers set forth in its charter, the Audit Committee
does not have the duty to plan or conduct audits or to determine that AutoZone’s financial statements are
complete, accurate, or in accordance with generally accepted accounting principles; AutoZone’s management
and the independent auditor have this responsibility. Nor does the Audit Committee have the duty to assure
compliance with laws and regulations and the policies of the Board of Directors.
W. Andrew McKenna (Chair)
Sue E. Gove
George R. Mrkonic, Jr.
Luis P. Nieto
The above Audit Committee Report does not constitute soliciting material and should not be deemed filed
or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent the Company specifically incorporates this Report by reference
therein.
Compensation Committee
What is the function of the Compensation Committee?
The Compensation Committee has the authority, based on its charter and the AutoZone Corporate
Governance Principles, to:
• review and approve AutoZone’s compensation objectives;
• review and approve the compensation programs, plans and awards for executive officers, including
recommending equity-based plans for stockholder approval;
8
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