AutoZone 2014 Annual Report Download - page 64

Proxy
as well as to the Company’s officers and employees who perform similar functions (“Financial Executives”).
The Financial Code of Conduct requires the Financial Executives to, among other things, report any actual or
apparent conflicts of interest between personal or professional relationships involving the Company’s
management or any other Company employee with a role in financial reporting disclosures or internal controls.
Additionally, our Corporate Governance Principles require each director who is faced with an issue that
presents, or may give the appearance of presenting, a conflict of interest to disclose that fact to the Chairman of
the Board and the Secretary, and to refrain from participating in discussions or votes on such issue unless a
majority of the Board determines, after consultation with counsel, that no conflict of interest exists as to such
matter.
We have concluded there are no material related party transactions or agreements that were entered into
during the fiscal year ended August 30, 2014 and through the date of this proxy statement requiring disclosure
under these policies.
Equity Compensation Plans
Equity Compensation Plans Approved by Stockholders
Our stockholders have approved the 2011 Equity Plan, 2006 Stock Option Plan, 1996 Stock Option Plan,
the Employee Stock Purchase Plan, the Executive Stock Purchase Plan, the 2003 Director Compensation Plan
and the 2003 Director Stock Option Plan.
Equity Compensation Plans Not Approved by Stockholders
The AutoZone, Inc. Second Amended and Restated Director Compensation Plan was approved by the
Board, but was not submitted for approval by the stockholders as then permitted under the rules of the New
York Stock Exchange. This plan was terminated in December 2002 and was replaced by the 2003 Director
Compensation Plan, after the stockholders approved it. No further grants can be made under the terminated plan.
However, any grants made under this plan will continue under the terms of the grant made. Only treasury shares
are issued under the terminated plans.
Under the Second Amended and Restated Director Compensation Plan, a non-employee director could
receive no more than one-half of the annual retainer and meeting fees immediately in cash, and the remainder of
the fees were taken in common stock or deferred in stock appreciation rights.
Summary Table
The following table sets forth certain information as of August 30, 2014, with respect to compensation
plans under which shares of AutoZone common stock may be issued.
Plan Category
Number of securities to
be issued upon exercise
of outstanding
options, warrants
and rights
Weighted-average
exercise price of
outstanding options
warrants and rights
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected
in the
first column)
Equity compensation plans
approved by security holders . . 1,893,185 $269.34 2,246,341
Equity compensation plans not
approved by security holders . . 7,284 38.18 0
Total ....................... 1,900,469 $268.45 2,246,341
52