AutoZone 2011 Annual Report Download - page 25

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Proxy
(2) Includes shares that may be acquired upon exercise of stock options either immediately or within 60 days of
October 17, 2011.
(3) Includes Restricted Stock Units that may be acquired within sixty (60) days of termination of service as a
director.
(4) Mr. Crowley is the President and Chief Operating Officer of ESL Investments, Inc. which together with
various of its affiliates owns and/or controls the voting or disposition of AutoZone common stock as shown
in “Security Ownership of Certain Beneficial Owners” below. Mr. Crowley is also a current Director of
AutoZone. Included in this number are 9,611 AutoZone shares held by Mr. Crowley over which he has sole
voting power and 16,593 shares owned by Tynan LLC, which Mr. Crowley has sole voting and dispositive
power over these shares. Mr. Crowley has also reported beneficial ownership of 11,661,597 AutoZone
shares beneficially owned by other members of the ESL Group, as defined below. See Footnote 1 to the
table under the heading “Security Ownership of Certain Beneficial Owners” below. Does not include 690
Restricted Stock Units for which Mr. Crowley has elected to defer distribution until after termination of
service as a director.
(5) Mr. Grusky is a passive, limited partner in ESL Partners, L.P., which together with various of its affiliates
owns AutoZone common stock as shown in “Security Ownership of Certain Beneficial Owners” below.
Mr. Grusky may be deemed to have indirect beneficial ownership of the AutoZone shares beneficially
owned by the ESL Group, as defined below. Mr. Grusky disclaims beneficial ownership of the AutoZone
shares held by the ESL Group, except to the extent of his pecuniary interest therein. Does not include 690
Restricted Stock Units for which Mr. Grusky has elected to defer distribution until after termination of
service as a director.
(6) Includes 61,000 shares held by a charitable foundation for which Mr. Hyde is an officer and a director and
for which he shares investment and voting power. Does not include 2,000 shares owned by Mr. Hyde’s wife.
(7) Includes 1,090 shares held as custodian for Mr. Rhodes’s children.
(8) Mr. Ullyot is a limited partner in RBS Partners, L.P., which together with various of its affiliates owns
AutoZone common stock as shown in “Security Ownership of Certain Beneficial Owners” below.
Mr. Ullyot was Executive Vice President and General Counsel of ESL Investments, Inc. from October 2005
until April 2008 and may be deemed to have indirect beneficial ownership of the AutoZone shares
beneficially owned by the ESL Group, as defined below. Mr. Ullyot disclaims beneficial ownership of the
AutoZone shares held by the ESL Group.
(9) Includes 1,200 shares held by trusts for which Mr. Goldsmith is a co-trustee and beneficiary and 200 shares
held by trusts for Mr. Goldsmith’s daughters.
Security Ownership of Certain Beneficial Owners
The following entities are known by us to own more than five percent of our outstanding common stock:
Name and Address
of Beneficial Owner Shares
Ownership
Percentage
ESLPartners,L.P.(1)(2) ........................................ 11,691,327 29.3%
200 Greenwich Avenue
Greenwich, CT 06830
(1) The shares deemed beneficially owned by ESL Partners, L.P. are owned by a group (the “ESL Group”)
consisting of ESL Partners, L.P., a Delaware limited partnership; ESL Institutional Partners, L.P., a
Delaware limited partnership; ESL Investors, L.L.C., a Delaware limited liability company; Acres Partners,
L.P., a Delaware limited partnership; RBS Partners, L.P., a Delaware limited partnership; ESL Investments,
Inc., a Delaware corporation; Edward S. Lampert; Tynan, LLC, a Delaware limited liability company;
William C. Crowley; and The Lampert Foundation. RBS Partners, L.P. is the general partner of ESL
Partners, L.P. and the manager of ESL Investors, L.L.C. ESL Investments, Inc. is the general partner of RBS
Partners, L.P. and Acres Partners, L.P. and is the managing member of RBS Investment Management,
L.L.C. RBS Investment Management, L.L.C. is the general partner of ESL Institutional Partners, L.P.
15