AutoZone 2014 Annual Report Download - page 36

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Proxy
The report shall be presented to the board of directors or relevant board committee and posted on the
Company’s website.
Stockholder Supporting Statement
As long-time shareholders of AutoZone, we support transparency and accountability in corporate spending
on political activities. These include any activities considered intervention in any political campaign under the
Internal Revenue Code, such as direct and indirect contributions to political candidates, parties, or organizations;
independent expenditures; or electioneering communications on behalf of federal, state or local candidates.
Disclosure is in the best interest of the company and its shareholders and critical for compliance with
federal ethics laws. Moreover, the Supreme Court’s Citizens United decision recognized the importance of
political spending disclosure for shareholders when it said, “[D]isclosure permits citizens and shareholders to
react to the speech of corporate entities in a proper way. This transparency enables the electorate to make
informed decisions and give proper weight to different speakers and messages.” Gaps in transparency and
accountability may expose the company to reputational and business risks that could threaten long-term
shareholder value.
AutoZone contributed at least $396,000 in corporate funds since the 2002 election cycle.
(CQ: http://moneyline.cq.com and National Institute on Money in State Politics: http://www.followthemoney.org).
But other than a brief mention in its Code of Conduct, the Company does not disclose a comprehensive policy or
list of contributions on its website.
Relying on publicly available data does not provide a complete picture of the Company’s political
spending. For example, the Company’s payments to trade associations used for political activities are
undisclosed and unknown. In some cases, even management does not know how trade associations use their
company’s money politically. The proposal asks the Company to disclose all of its political spending, including
payments to trade associations and other tax exempt organizations used for political purposes. This would bring
our Company in line with a growing number of leading companies, including Costco,The TJX Companies,
and Target Corp. that support political disclosure and accountability and present this information on their
websites.
The Company’s Board and its shareholders need comprehensive disclosure to be able to fully evaluate the
use of corporate assets. We urge your support for this critical governance reform.”
Board of Directors’ Statement in Opposition
After careful consideration, and for the following reasons, the Board believes that this proposal is not in the
best interests of AUTOZONE or its stockholders, and the Board recommends a vote “AGAINST” this proposal.
The Board believes it is in the best interests of our stockholders for AutoZone to participate in political and
regulatory processes on issues that affect our business and community interests. We work proactively to enable
AutoZone’s business strategies through public policy and government advocacy. We also participate in political
activities and advocate for legislation when there is a connection to our business and our ability to grow the
business in a way that is consistent with our values, our legal obligations, and our Code of Business Conduct and
Ethics. For example, in the past we have been active in policy discussions and have lobbied on issues related to
the collection and remittance of state sales taxes by on-line retailers and right-to-repair legislation.
As more fully described in our Policy on Political Contributions (which is available in the Corporate
Governance section of the Investor Relations page of our website at http://autozoneinc.com), AutoZone only
takes positions on ballot measures, initiatives or propositions that have a direct impact on our business. An
important part of participating effectively in the political process is making prudent political contributions — but
only where permitted by applicable law. Political contributions of all types are subject to extensive
governmental regulation and public disclosure requirements, and AutoZone is fully committed to complying
with all applicable campaign finance laws. In accordance with our Policy on Political Contributions, our limited
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