AutoZone 2011 Annual Report Download - page 26

Proxy
Mr. Lampert is the Chairman, Chief Executive Officer and a director of ESL Investments, Inc., and
managing member of ESL Investment Management (GP) LLC, which is the General Partner of ESL
Investment Management, L.P. Mr. Crowley is the manager of Tynan, LLC and the President and Chief
Operating Officer of ESL Investments, Inc. Mr. Crowley is also a current Director of AutoZone. In their
respective capacities, each of the foregoing may be deemed to be the beneficial owner of the shares of
AutoZone common stock beneficially owned by other members of the ESL Group. ESL Partners, L.P. has
sole voting and dispositive power for 5,103,875 shares; ESL Institutional Partners, L.P. has sole voting and
dispositive power for 1,221 shares; ESL Investors, L.L.C. has sole voting and dispositive power for
1,706,815 shares; Acres Partners, L.P. has sole voting and dispositive power for 2,000,000 shares; RBS
Partners, L.P. has sole voting and dispositive power for 6,810,690 shares; ESL Investments, Inc. has sole
voting and dispositive power for 8,811,911 shares; Mr. Lampert has sole voting power for 11,661,597 shares
and has sole dispositive power for 9,672,517 shares; Tynan LLC has sole voting power for 16,593 shares
and sole dispositive power for 16,593 shares; and Mr. Crowley has sole voting power for 26,204 shares and
has sole dispositive power for 16,593 shares. Mr. Lampert and Mr. Crowley are each party to an agreement
with ESL Partners, L.P. that contains certain restrictions on disposition of shares. The source of this data is
information supplied by the ESL Group at the request of the Company.
(2) As described in more detail on page 3, ESL has entered into an agreement with the Company that addresses,
among other items, appearances at meetings of stockholders for the purposes of having a quorum, voting of
ESL shares and the selection of nominees for the Company’s Board of Directors. The latter obligation was
satisfied at the Company’s 2008 Annual Meeting.
THE PROPOSALS
PROPOSAL 1 — Election of Directors
Nine directors will be elected at the Annual Meeting to serve until the annual meeting of stockholders in
2012. Pursuant to AutoZone’s Fifth Amended and Restated Bylaws, in an uncontested election of directors, a
nominee for director is elected to the Board if the number of votes cast for such nominee’s election exceed the
number of votes cast against such nominee’s election. (If the number of nominees were to exceed the number of
directors to be elected, i.e., a contested election, directors would be elected by a plurality of the votes cast at the
Annual Meeting.) Pursuant to AutoZone’s Corporate Governance Principles, incumbent directors must agree to
tender their resignation if they fail to receive the required number of votes for re-election, and in such event the
Board will act within 90 days following certification of the shareholder vote to determine whether to accept the
director’s resignation. These procedures are described in more detail in our Corporate Governance Principles,
which are available on our corporate website at www.autozoneinc.com. The Board may consider any factors it
deems relevant in deciding whether to accept a director’s resignation. If a director’s resignation offer is not
accepted by the Board, that director will continue to serve until AutoZone’s next annual meeting of stockholders
or until his or her successor is duly elected and qualified, or until the director’s earlier death, resignation, or
removal.
Any director nominee who is not an incumbent director and who does not receive a majority vote in an
uncontested election will not be elected as a director, and a vacancy will be left on the Board. The Board, in its
sole discretion, may either fill a vacancy resulting from a director nominee not receiving a majority vote
pursuant to the Bylaws or decrease the size of the Board to eliminate the vacancy.
Broker non-votes occur when shares held by a brokerage firm are not voted with respect to a proposal
because the firm has not received voting instructions from the beneficial owner of the shares and the firm does
not have the authority to vote the shares in its discretion. Shares abstaining from voting and shares as to which a
broker non-vote occurs are considered present for purposes of determining whether a quorum exists, but are not
considered votes cast or shares entitled to vote with respect to such matter. Accordingly, abstentions and broker
non-votes will have no effect on the outcome of Proposal 1.
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