AutoZone 2015 Annual Report Download - page 27

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of corporate strategy, finance, and management, his owner orientation, and his board experience, as well as
his integrity, energy, and willingness to spend time on and interest in AutoZone.
Luis P. Nieto, 60, has been a director since 2008. He is president of Nieto Advisory LLC which
provides advisory services to small consumer food companies. He was president of the Consumer Foods
Group of ConAgra Foods Inc., one of the largest packaged foods companies in North America, from 2008
until his retirement in June 2009. Previously, he was president of ConAgra Refrigerated Foods from 2006
to 2008 and ConAgra Meats from 2005 to 2006. Prior to joining ConAgra, Mr. Nieto was President and
Chief Executive Officer of the Federated Group, a leading private label supplier to the retail grocery and
foodservice industries from 2002 to 2005. From 2000 to 2002, he served as President of the National
Refrigerated Products Group of Dean Foods Company. He held other positions at Dean Foods Group from
1998 to 2000. Prior to joining Dean Foods, Mr. Nieto held positions in brand management and strategic
planning with Mission Foods, Kraft Foods and the Quaker Oats Company. Mr. Nieto is also a director of
Ryder Systems, Inc.
Experience, Skills and Qualifications: The Board believes Mr. Nieto is qualified to serve as a
director of the Company based on his expertise in brand management and marketing, including experience
managing a diverse portfolio of brands and products, as well as his knowledge of finance and operations,
his executive management experience, his owner orientation and his board experience, as well as his
integrity, energy, and willingness to spend time on and interest in AutoZone.
William C. Rhodes, III, 50, 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 20
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 financial background and his owner
orientation, as well as his integrity and energy.
PROPOSAL 2 — Ratification of Independent Registered Public Accounting Firm
Ernst & Young LLP, our independent auditor for the past twenty-eight fiscal years, has been selected by the
Audit Committee to be AutoZone’s independent registered public accounting firm for the 2016 fiscal year.
Representatives of Ernst & Young LLP will be present at the Annual Meeting to make a statement if they so
desire and to answer any appropriate questions.
The Audit Committee recommends that you vote FOR ratification of Ernst & Young LLP as
AutoZone’s independent registered public accounting firm.
Under Nevada law and the Company’s By-Laws, if a quorum is present, Ernst & Young LLP will be
ratified as AutoZone’s independent registered public accounting firm 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
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