AutoZone 2015 Annual Report Download - page 39

Proxy
AutoZone’s compensation program is intended to support long-term focus on stockholder value, so it
emphasizes long-term rewards. At target levels, the majority of an executive officer’s total compensation
package each year is the potential value of his or her stock options, which yield value to the executive only if the
stock price appreciates.
Our management stock ownership requirement effectively promotes meaningful and significant stock
ownership by our Named Executive Officers and further aligns their interests with those of our stockholders.
We urge you to read the Compensation Discussion and Analysis, as well as the Summary Compensation
Table and related compensation tables and narrative, appearing on pages 32 through 57, which provide detailed
information on our compensation philosophy, policies and practices and the compensation of our Named
Executive Officers.
Because the vote on this proposal is advisory in nature, it is not binding on AutoZone, the Board of
Directors or the Compensation Committee. The vote on this proposal will, therefore, not affect any
compensation already paid or awarded to any Named Executive Officer and will not overrule any decisions
made by the Board of Directors or the Compensation Committee. Because we highly value the opinions of our
stockholders, however, the Board of Directors and the Compensation Committee will consider the results of this
advisory vote when making future executive compensation decisions.
Under Nevada law and the Company’s By-Laws, 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 4.
The Board of Directors recommends that the stockholders vote FOR this proposal.
PROPOSAL 5 — Stockholder Proposal Regarding Political Disclosure and Accountability
AutoZone has been notified that the Comptroller of the City of New York, One Centre Street, New York,
New York 10007-2341, as custodian and a trustee of the New York City Employees’ Retirement System, the
New York City Fire Department Pension Fund, the New York City Police Pension Fund and the New York City
Teachers’ Retirement System, and as custodian of the New York City Board of Education Retirement System,
the beneficial owner of 59,647 shares of AutoZone common stock, intends to present the following proposal for
consideration at the annual meeting:
“Resolved: The shareholders of AutoZone, Inc. (“AutoZone”) hereby request the Company to prepare and
periodically update a report, to be presented to the pertinent board of directors committee and posted on the
Company’s website, that discloses monetary and non-monetary expenditures that AutoZone makes on political
activities, namely:
• expenditures that AutoZone cannot deduct as an “ordinary and necessary” business expense under section
162(e) of the Internal Revenue Code (the “Code”) because they are incurred in connection with
(a) influencing legislation, (b) participating or intervening in any political campaign on behalf of (or in
opposition to) any candidate for public office; and (c) attempting to influence the general public, or
segments thereof, with respect to elections, legislative matters, or referenda; contributions to or
expenditures in support of or opposition to political candidates, political parties, political committees;
• dues, contributions or other payments made to tax-exempt “social welfare” organizations and “political
committees” operating under sections 501(c)(4) and 527 of the Code, respectively, and to tax-exempt
entities that write model legislation and operate under section 501(c)(3) of the Code; and
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