Washington, D.C. 20549




Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported): December 19, 2018


(Exact name of registrant as specified in its charter)


(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(IRS Employer Identification No.)


123 South Front Street

Memphis, Tennessee 38103
(Address of principal executive offices) (Zip Code)


(901) 495-6500
Registrant's telephone number, including area code


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):


[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


[ ] Precommencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


[ ] Precommencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.07.Submission of Matters to a Vote of Security Holders.


(a)AutoZone’s Annual Meeting of Stockholders was held on December 19, 2018.


(b)The stockholders took the following actions at the annual meeting:


Proposal 1: The stockholders elected eleven directors, each of whom will hold office until the Annual Meeting of Stockholders to be held in 2019 and until his or her successor is duly elected and qualified. Each director received more votes cast “for” than votes cast “against” his or her election. The tabulation of votes with respect to each nominee for director was as follows:



Votes For

Votes Against




Douglas H. Brooks 21,450,667 12,012 54,080 1,402,732
Linda A. Goodspeed 21,450,302 12,854 53,603 1,402,732
Earl G. Graves, Jr. 20,713,640 763,970 39,149 1,402,732
Enderson Guimaraes 21,431,768 31,649 53,342 1,402,732
D. Bryan Jordan 21,411,446 51,432 53,881 1,402,732
Gale V. King 21,456,732 19,995 40,032 1,402,732
W. Andrew McKenna 20,870,148 605,842 40,769 1,402,732
George R. Mrkonic, Jr. 21,100,250 376,081 40,428 1,402,732
Luis P. Nieto 21,408,419 56,637 51,703 1,402,732
William C. Rhodes, III 20,070,341 1,228,087 218,331 1,402,732
Jill A. Soltau 21,460,918 13,763 42,078 1,402,732


Proposal 2: The Audit Committee’s designation of Ernst & Young LLP as AutoZone’s independent registered public accounting firm for the fiscal year ending August 31, 2019 was ratified by the stockholders. The tabulation of votes on this matter was as follows:


22,433,605  votes for
439,587  votes against
46,299  abstentions

There were no broker non-votes for this item.


Proposal 3: The compensation of AutoZone’s named executive officers was approved, on an advisory basis, by stockholders. The tabulation of votes on this matter was as follows:


20,344,676  votes for
1,122,974  votes against
49,109  abstentions
1,402,732  broker non-votes








Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  By: /s/ Kristen C. Wright
    Kristen C. Wright
    Senior Vice President, General Counsel and Secretary



Dated: December 19, 2018