AutoZone 2014 Annual Report Download - page 31

Proxy
William C. Rhodes, III, 49, was elected Chairman in June 2007. He has been President, Chief
Executive Officer, and a director since 2005. Prior to his appointment as President and Chief Executive
Officer, Mr. Rhodes was Executive Vice President–Store Operations and Commercial. Prior to fiscal 2005,
he had been Senior Vice President–Supply Chain and Information Technology since fiscal 2002, and prior
thereto had been Senior Vice President–Supply Chain since 2001. Prior to that time, he served in various
capacities within the Company since 1994. Prior to 1994, Mr. Rhodes was a manager with Ernst & Young
LLP. Mr. Rhodes is also a director of Dollar General Corporation.
Experience, Skills and Qualifications: The Board believes Mr. Rhodes, AutoZone’s Chairman,
President and Chief Executive Officer, is qualified to serve as a director of the Company based on his 19
years’ experience with the Company, which have included responsibility for corporate strategy, executive
management, operations, finance, supply chain and information technology; his knowledge and
understanding of the automotive aftermarket and retail industries; his strong financial background and his
owner orientation, as well as his integrity and energy.
PROPOSAL 2 — Approval of 2015 Executive Incentive Compensation Plan
Our Board of Directors is recommending approval of the AutoZone, Inc. 2015 Executive Incentive
Compensation Plan to replace our 2010 Executive Incentive Compensation Plan, which expires on
December 18, 2014. Under Nevada law and the Company’s bylaws, if a quorum is present, this matter will be
approved if the number of votes cast in favor of the matter exceeds the number of votes cast in opposition to the
matter. 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 2.
The Board of Directors recommends that the stockholders vote FOR the AutoZone, Inc. 2015
Executive Incentive Compensation Plan.
The following is a summary of the AutoZone, Inc. 2015 Executive Incentive Compensation Plan. The
following summary is qualified in its entirety by reference to the plan document, which is reproduced in its
entirety as Exhibit A to this Proxy Statement.
What is the AutoZone, Inc. 2015 Executive Incentive Compensation Plan?
Section 162(m) of the Internal Revenue Code (the “Code”) prohibits us from deducting compensation in
excess of $1 million for any “covered employee” as defined in Section 162(m) of the Code (currently our chief
executive officer and the other four most highly paid officers) unless the compensation in excess of $1 million
qualifies as “performance-based.” The AutoZone, Inc. 2015 Executive Incentive Compensation Plan (the “2015
Plan”) is intended to qualify as a performance-based compensation plan under the Code so that performance
incentive awards paid under the 2015 Plan are tax deductible to AutoZone. The 2015 Plan requires that the
Compensation Committee of the Board of Directors establish objective performance goals and that the
performance goals be met before a participant may receive an incentive award.
Who is eligible to participate in the 2015 Plan?
The individuals entitled to participate in the 2015 Plan will be the Company’s key employees as designated
by the Compensation Committee, in its sole discretion, who are or may become “covered employees” and whose
compensation, for a current or future fiscal year, may be subject to the limit on deductible compensation
imposed by Code Section 162(m).
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