AutoZone, Inc. (AZO)
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AGM 2016

Dec 14, 2016

Bill Rhodes
Chairman, President, and CEO, AutoZone

o'clock. Thank you for joining us today for AutoZone's 2016 stockholders meeting. It's a pleasure to welcome everyone here today. I'm Bill Rhodes, Chairman, President, and CEO, customer satisfaction, and I'll be presiding at today's meeting. I'd like to ask our very own Jimmy Swims to come up here and get us started the AutoZone way. Come on, Jimmy.

Jimmy Swims
Company Representative, AutoZone

AutoZone, AutoZone, AutoZone. The customer. AutoZone is always put customers first. We know our parts and price. Our stores look great. We've got fast, friendly service at the right price.

Bill Rhodes
Chairman, President, and CEO, AutoZone

I just wish we had people that had enthusiasm in this company. Does anybody have an extra mile or story?

Nosheen
Company Representative, AutoZone

This extra mile comes from store 0852 in the Salt Lake City region. We were traveling in Bountiful, Utah late on a Friday night and got pulled over by a policeman for not having any tail lights, unbeknownst to us. It was after closing time. The policeman directed us to an AutoZone store. Of course, the store was closed. We knocked on the front door anyway, hoping someone was still in the store. An employee named Dylan answered and cheerfully helped us to find the correct fuse. He even gave us an extra one. I don't know what we would've done without his help as we were about 50 miles from home. We are appreciative of Dylan's help and hope that you will recognize the helpful customer service he rendered to us that evening. Thank you, Dylan.

Bill Rhodes
Chairman, President, and CEO, AutoZone

Terrific. Thank you, Nosheen, for that great story. To begin the business of our annual meeting, I'll first ask Kristen Wright, our Senior Vice President, General Counsel, and Secretary, to report on the giving a notice of this meeting to our stockholders and the presence of a quorum.

Kristen Wright
Senior Vice President, General Counsel, and Secretary, AutoZone

John Russo from 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 as of October 17th, 2016, who are entitled to vote at this meeting. I've received an affidavit from Computershare stating that on October 24th, 2016, the mailing of the notice of meeting, the proxy, and a postage prepaid return envelope to stockholders of record as of the close of business of October 17th, 2016, was commenced. A tabulation of the proxies received from the 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 as of the close of business on October 17th, 2016, are entitled to vote at this meeting.

Bill Rhodes
Chairman, President, and CEO, AutoZone

Great. Thanks, Kristen. I'll now call the meeting to order. Before we proceed, I want to ask the executive committee to please stand up and be recognized. You all are fantastic, and I appreciate y'all's great leadership. Let's proceed with our first order of business. I'd like to point out that stockholders do not need to vote by ballot at this meeting if they've already voted. If you have not filled out a 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 stockholders meeting in 2017. The following directors have been nominated by the board's nominating corporate governance committee for re-election to the board.

All the nominees are currently directors. I'd like to ask them to stand as their names are called. Doug Brooks, Linda Goodspeed, Sue Gove, Butch Graves, Enderson Guimaraes, Pitt Hyde, Brian Jordan, Andrew McKenna, George Mrkonic, Lou Nieto, myself, Bill Rhodes. We are all up standing for election to the board of directors. Thank you all very much. Let's give them a big round. Our board unanimously recommends that stockholders vote for each of these nominees. The polls are now open for voting. The second order of business is the ratification of the appointment of Ernst & Young LLP as our registered public accounting firm of the company for 2017. Richard Wright and Tim Staehlin are here. Please stand and be recognized. Our board unanimously recommends the ratification of Ernst & Young as our independent accountants.

The third order of business is the approval of the AutoZone Inc. Sixth Amended and Restated Executive Stock Purchase Plan. Our board also unanimously recommends a vote for this proposal. The fourth order of business is a non-binding advisory vote on executive compensation called Say on Pay. Our board, again, unanimously recommends a vote for this proposal. For those stockholders voting at this meeting in person, please finish marking your ballots 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. Kristen, has the Inspector of Elections received all the completed ballots?

Kristen Wright
Senior Vice President, General Counsel, and Secretary, AutoZone

Yes.

Bill Rhodes
Chairman, President, and CEO, AutoZone

Do we have the results of the votes?

Kristen Wright
Senior Vice President, General Counsel, and Secretary, AutoZone

Yes. There are present at this meeting in person or by proxy 25.5 million shares of the company's common stock, representing 88.48% of the 28.9 million shares deemed to be outstanding as of October 17th, 2016. Based upon this report, all 11 directors have been duly elected, the appointment of Ernst & Young LLP for fiscal year 2017 has been ratified, and the AutoZone Inc. Sixth Amended and Restated Executive Stock Purchase Plan has been approved, and the advisory vote of the stockholders on executive compensation has been approved.

Bill Rhodes
Chairman, President, and CEO, AutoZone

Since there's no further business, I will adjourn the official portion of the meeting and open it up for questions. Seeing none, I'd like to thank our stockholders for your continued confidence in our mission. I'd like to thank all AutoZoners across the globe for their commitment to saying, "Yes, we've got it," and living the pledge. This is an amazing organization. Now let's proceed to deliver another great 2017. Before we go, come close us out, Jimmy.