AutoZone 2011 Annual Report Download - page 21

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 2011 fiscal year. No
amounts were paid to our non-employee directors during the 2011 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
Earned or
Paid in Cash
($)
(2)
Stock
Awards
($)
(3)
Total
($)
(4)
William C. Crowley . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,804 156,601 163,405
SueE.Gove ......................................... 7,589 164,621 172,210
Earl G. Graves, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,576 176,242 183,818
RobertR.Grusky ..................................... 12,611 162,569 175,180
J.R.Hyde,III ........................................ 6,725 156,671 163,396
W. Andrew McKenna . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,521 173,244 181,765
George R. Mrkonic, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,725 157,921 164,646
LuisNieto ........................................... 12,608 166,299 178,907
Theodore W. Ullyot . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,236 163,182 176,418
(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 34.
(2) Under the AutoZone, Inc. 2003 Director Compensation Plan (the “2003 Plan”), which was in effect through
December 31, 2010, non-employee directors received at least 50% of their annual retainer fees and
committee chair 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 could elect to receive up to 100% of the
fees in stock and/or to defer all or part of the fees in Stock Units. 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 2011, and
any cash paid in lieu of fractional shares under the 2003 Plan. The stock and Stock Unit amounts reflect the
aggregate grant date fair value computed in accordance with Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (“ASC”) Topic 718. See Note B, Share-Based Payments, to
our consolidated financial statements in our Annual Report on Form 10-K for the year ended August 27,
2011 (“2011 Annual Report”) for a discussion of our accounting for share-based awards and the assumptions
used. The other 50% of the fees, which were required to be paid in stock or Stock Units, are included in the
amounts in the “Stock Awards” column.
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