AutoZone 2015 Annual Report Download - page 66

Proxy
those outstanding, unvested stock options which will vest immediately upon the option holder’s death. Unvested
stock awards are shares under the Executive Stock Purchase Plan, which vest upon involuntary termination not
for cause, disability, death or normal retirement; and Performance-Restricted Stock Units, which vest upon
involuntary termination not for cause, disability, or death. Annual Incentive is shown at actual annual incentive
amount for the 2015 fiscal year; it would be prorated if the triggering event occurred other than on the last day of
the fiscal year. Disability Benefits are benefits under Company-paid individual long-term disability insurance
policy. Life Insurance Benefits are benefits under a Company-paid life insurance policy.
(2) Severance Pay, Bonus and Benefits Continuation amounts shown under the “Involuntary Termination Not
for Cause” column reflect payments to Mr. Giles, Mr. Finestone, Mr. Graves, and Mr. Newbern under the
Severance and Non-Compete Agreements described above. Annual Incentive is shown at actual annual
incentive amount for the 2015 fiscal year; it would be prorated if the triggering event occurred other than on
the last day of the fiscal year. Benefits Continuation refers to medical, dental and vision benefits. Unvested
stock options are those outstanding, unvested stock options which will vest immediately upon the option
holder’s death. Unvested stock awards are share options under the Executive Stock Purchase Plan, which
vest upon involuntary termination not for cause, disability, death or normal retirement. Disability Benefits
are benefits under Company-paid individual long-term disability insurance policy. Life Insurance Benefits
are benefits under a Company-paid life insurance policy.
Related Party Transactions
Our Board has adopted a Related Person Transaction Policy (the “Policy”) which requires the Audit
Committee of the Board to review and approve or ratify all Related Person Transactions. The Audit Committee
is to consider all of the available relevant facts and circumstances of each transaction, including but not limited
to the benefits to the Company; the impact on a director’s independence in the event the Related Person is a
director, an immediate family member of a director or an entity in which a director is a partner, shareholder or
executive officer; the availability of other sources for comparable products or services; the terms of the
transaction; and the terms available to unrelated third parties generally. Related Person Transactions must also
comply with the policies and procedures specified in our Code of Ethics and Business Conduct and Corporate
Governance Principles, as described below.
The Policy also requires disclosure of all Related Person Transactions that are required to be disclosed in
AutoZone’s filings with the Securities and Exchange Commission, in accordance with all applicable legal and
regulatory requirements.
A “Related Person Transaction” is defined in the Policy as a transaction, arrangement or relationship (or
any series of similar transactions, arrangements or relationships) that occurred since the beginning of the
Company’s most recent fiscal year in which the Company (including any of its subsidiaries) was, is or will be a
participant and the amount involved exceeds $120,000 and in which any Related Person had, has or will have a
direct or indirect material interest. “Related Persons” include a director or executive officer of the Company, a
nominee to become a director of the Company, any person known to be the beneficial owner of more than 5% of
any class of the Company’s voting securities, any immediate family member of any of the foregoing persons,
and any firm, corporation or other entity in which any of the foregoing persons is employed or is a partner or
principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest.
Our Board has adopted a Code of Business Conduct (the “Code of Conduct”) that applies to the Company’s
directors, officers and employees. The Code of Conduct prohibits directors and executive officers from engaging in
activities that create conflicts of interest, taking corporate opportunities for personal use or competing with the
Company, among other things. Our Board has also adopted a Code of Ethical Conduct for Financial Executives (the
“Financial Code of Conduct”) that applies to the Company’s officers and employees who hold the position of
principal executive officer, principal financial officer, principal accounting officer or controller 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
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