AutoZone, Inc. (AZO)
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AGM 2018

Dec 19, 2018

Speaker 1

Good morning and thank you for joining us today for AutoZone 2018 Shareholders Meeting. It's a pleasure to welcome everyone here today. I'm Bill Rhodes, Chairman, President and CEO, Customer Satisfaction. I'll be presiding over today's meeting. Of course, it would not be an official AutoZone meeting unless we started the official way.

Anne, you want to come up Anne Lee, you want to come up and get us started? I'd like to begin the business of our annual meeting, I will first ask Kristen Wright, our Senior Vice President Customer Satisfaction to report on the giving of notice of the meeting to our stockholders and present form.

Speaker 2

Thanks. Sandra Shed of Computershare, our transfer agent is here serving as our independent Inspector of Elections. I'm presenting to the meeting a complete list of the holders of record of the company's common stock on October 22, 2018, who are entitled to vote at this meeting. I've received an affidavit from Computershare stating that on October 26, 2018, the mailing was commenced of the notice of meeting, the proxy and a postage prepaid return envelope to stockholders of record as of the close of business on October 22, 2018. A tabulation of the proxies received from stockholders indicates that more than a majority of the outstanding shares are represented at this meeting and a quorum is present.

All stockholders of record at the close of business on October 22, 2018 are entitled to vote at this annual meeting.

Speaker 1

Thanks, Kristen. I will now call this meeting to order. Before we proceed to the first order of business, I'd like to ask the Executive Committee to please stand and be recognized. Thank you all for your terrific leadership. Now let's proceed with the first order of business.

I'd like to point out that the stockholders do not need to vote by ballot at this meeting if they've already voted. If you've not filled out your proxy or if you would like to vote in person, please raise your hand and a ballot will be handed to you. In accordance with the notice of the meeting, the first order of business is the election of directors to serve until the next annual meeting of stockholders in 2019. But before we've reviewed the current nominees, I think it's important that we stop for a moment and recognize the person who started it all. This is the first ever AutoZone slate of directors in our history that does not include our founder, Pitt Hogg.

After roughly 70 years of service to AutoZone and our predecessor parent company, Pitt has decided not to stand for reelection. Pitt's guidance, strategic insight, coaching and example have made us who we are today. He has used his steady hand and passion for customer service to develop what I believe is the best and strongest culture in all of retailer distribution. Pitt, we can't thank you enough. You will be sorely missed, but rest assured, we are going to continue to call on you for your guidance and help along the way.

Thank you very much. All right. The following deck directors have been nominated by the Board's nominated corporate governance committee for reelection to the Board. All the nominees are currently directors and I'd like to ask them to stand as their name is called Doug Brooks, Linda Goodspeed, Butch Graves, Henderson Gamaris, Brian Jordan, Gail King, Andrew McKenna, Lou Nieto, Lesotho, and I look at it. The Board of Directors unanimously recommended stockholders vote for each of these nominees.

Both are now open for voting. The second order of business is the ratification of the appointment of Ernst and Young, LLP as the registered public accounting firm for the company for 2019 fiscal year. Richard Wright is with us today representing Ernst and Young. Richard, thank you for being here. Our Board unanimously recommends the ratification of Ernst and Young as our independent accountant.

The 3rd order of business is a non binding advisory vote on executive compensation and stay on pay. Our Board unanimously recommends a vote for this proposal. For those stockholders voting at the meeting, please finish marking your ballot as the polls are now closing. The polls are now closed. Please pass any proxy cards or ballots you have towards the aisle to be collected at this time.

Kristen, has the Inspector of Election perceived all completed ballots?

Speaker 2

Yes. And we have the results of the vote. They are present at this meeting in person or by proxy 22,919,491 shares of the company's common stock, representing 89.67 percent of the 25 point 6,000,000 shares deemed to be outstanding as of October 22, 2018. Based upon this report, all 11 directors have been duly elected. The appointment of Ernst and Young LLP for fiscal year 2019 has been ratified and the advisory vote of the stockholders on executive compensation has been approved.

Speaker 1

Since there's no further business, I'll adjourn the official portion of the meeting and begin the Q and A period. At this point, I'd like to open up the floor for any questions. Seeing none, I'd like to thank all of our stockholders for your continued confidence in our mission. And I'd like to thank all AutoZoners across the globe for their commitment to driving excellence and living the pledge. Now let's proceed to deliver another great 2019.

Before we go though, we need to do a closing cheer and we come up and close out.

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