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AGM 2016

Dec 14, 2016

Speaker 1

8 o'clock. So 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 of Customer Satisfaction and I'll be presiding at today's meeting.

Now I'd like to ask our very own Jimmy Swims to come up here and get us started in the AutoZone way. Come on, Jimmy. I just wish we had people that had enthusiasm in this company. Does this even have an extra mile or story?

Speaker 2

So this extra Maller comes from Store 852 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 that the policeman directed us to an AutoZone store. Of course, the store was closed, but 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 have 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. Terrific.

Speaker 1

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

Speaker 2

John Russo from Peter Shneur, our transportation

Speaker 3

of peers serving as our independent Inspector of Election. I presented to the meeting a complete list of the holders of record of the company's common stock. As of October 17, 2006. We were entitled to vote at this meeting. I've received an affidavit from Computershare stating that on October 24, 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 17, 2016 was commenced.

The tabulation of the proxies received from the stockholders indicate that more than a majority of the of the outstanding shares are represented at this meeting and the core of this present. All stockholders of record as of the close of business on October 17, 2016. Lawrence Heilman, please.

Speaker 1

Great. Thanks, Kristen. I'll now call the meeting to order. Now 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 and 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 names are called. Doug Brooks, Linda Goodspeed, Sugo, Butch Graves, Henderson Gamaris, Pitt Hyde, Brian Jordan, Andrew McKenna, George Meconic, Lou Nieto and then myself, Bill Rhodes.

We are all upstanding for election to the Board of Directors. Thank you all very much. Let's give them a big hug. 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 and Young LLP as our registered public accounting firm of the company for 2017. Richard Wright and Tim Staken are here. Please stand and be recognized. Our Board unanimously recommends the ratification of Ernst and Young as our independent accountants. The 3rd order of business is the approval of the AutoZone Inc.

6 amended and restated executive stock purchase plan. Our Board also unanimously recommends a vote for this proposal. The 4th 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? Do we have the results of the votes? Yes.

They are present

Speaker 3

at this meeting in person or by proxy 25,500,000 shares of the company's common stock representing 88.48 percent of the 28,900,000 shares deemed to be outstanding as of October 17, 2016. Based upon this report, all 11 directors have been duly elected. The appointment of Ernst and Young LLP for fiscal year 2017 has been ratified and the AutoZoning fixed amended and restated stock purchase plan has been approved and the advisory vote of the stockholders on executive compensation has been approved.

Speaker 1

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. And I'd like to thank all AutoZoners across the globe for their commitment to saying, yes, we've got it and live in the pledge. This is an amazing organization. Now let's proceed to deliver another great 2017.

Before we go, come close us out, Jim.

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