Well, good morning. Thank you all for joining us today for AutoZone's fiscal 2014 stockholders meeting. It's a pleasure to welcome you all here today. I'm Bill Rhodes, Chairman, President and CEO, Customer Satisfaction and a Director of AutoZone. Of course, it would not be an official AutoZone meeting.
If we didn't start with the cheering of pledge, I'd like to ask Melissa Helms to come up and get us started. Come on, Melissa. Thank you, Melissa. And I'd like to recognize Melissa, who is spearheading the distribution of the Salvation Army Angel Tree program this weekend for all of Memphis. So Melissa, thank you for that very much.
It's great to have you all here today. As you've seen, no meeting starts without the cheer and the pledge, but also doesn't start without recognizing one of our great AutoZoners with an Extra Miler story. So Jimmy Swims, will you share an Extra Miler story with us?
Yes, sir.
This Extra Miler story comes from James C. Martin. Dear AutoZone, every once in a while someone comes into our life with a smile on their face, warmth in their heart and a kind, generous soul. Wally Calvert, manager of the Gonzales Texas AutoZone is just such a person. Let me tell you about what Wally did for me.
I am a 70 year old, 100 percent disabled American veteran with major heart problems. My wife and I were returning from Cabela's, approximately 80 miles from our home in Smiley, Texas. We had barely gotten out of Cabela's parking lot, entering I-thirty five South when a banging no rush came from the engine compartment. Immediately, my pickup truck became difficult to steer. We took the next exit and pulled into a truck stop.
While opening the hood, I saw that the belt was loose and the tensioner pulley was disintegrated. My wife asked, where is the nearest AutoZone? We discovered that it was over 2 miles away, which was well out of walking distance. I then called Wally at AutoZone on my cell phone and explained my dilemma. He replied, just relax and get inside the store where it's cool.
I'll take care of it. After getting my cell phone number, he called Nick, store manager at San Marcos AutoZone. Nick properly called me and said not to worry. AutoZone has it under control. I gave Nick my credit card number and shortly a man drove up with a new tensioner.
15 minutes later, we were back on I-thirty 5 headed home. I cannot begin to tell you how grateful my wife and I are to Wally, Nick and AutoZone. I've heard a lot of stories from other people about the wonderful things Wally does for his customers. He is a credit to not only your company, but to all humanity. Do you think I would trade with anyone else besides AutoZone, not a chance in Hades.
Whatever you pay him, it isn't enough for all the goodwill he spreads in your name. Sincerely, James C. Martin.
Great story, Jimmy. Thanks to Wally and Nick. And it's very appropriate that one veteran read a story about another veteran. Thank you for your service to our country. Okay.
Now I'd like to call
the meeting to order. First, I'd like to introduce the other members of our Board of Directors. As I introduce you, please stand, hold your applause till the end. Douglas H. Brooks, Doug is a retired Chairman, President and CEO of Brinker International Linda A.
Goodspeed, Linda currently serves as the Chief Operating Officer and a Managing Partner at Wealth Strategies Financial Advisors LLC. Sue E. Gove. Sue is the President of Excelsior Advisors LLC Earl G. Graves, Jr.
Butch, who is our Lead Director, is the President and Chief Executive Officer of Black Enterprise, Publisher of Black Enterprise Magazine Anderson Guimaraes. Anderson is the Executive Vice President, Global Categories and Operations, PepsiCoat J. R. Hyde III. Pitt is the Founder of AutoZone and is the Chairman of GTX Inc.
D. Brian Jordan. Brian is the Chairman of the Board, President and Chief Executive Officer of First Horizon National Corporation. W. Andrew McKenna.
Andy is a retired Home Depot executive and is currently a private investor. George R. McKonick, Jr. George is a non executive Chairman of Paperchase Products Limited. And finally, Luis P.
Nieto. Lou is the President of Nieto Advisory LLC. Please join me in recognizing these directors for their great service.
Now I'd
like to introduce our senior management team, the AutoZone Executive Committee. Again, please stand when you're introduced. In addition to the titles that I will read, every AutoZoner, including these AutoZoners, has customer satisfaction as part of their title to reinforce our commitment to customer service. Bill Giles, with the longest title in the company, Executive Vice President, Chief Financial Officer, Information Technology and All Data Mark Finestone, Senior Vice President, Merchandising and Store Development Bill Graves, Senior Vice President, Supply Chain and International Ron Griffin, Senior Vice President, Chief Information Officer Tom Newbern, Senior Vice President, Store Operations and Loss Prevention Charlie Ples, Senior Vice President, Controller Larry Rozelle, Senior Vice President, Commercial Al Saltiel, Senior Vice President, Marketing Mike Womack, Senior Vice President, Human Resources and Kristen Wright, Senior Vice President, General Counsel and Secretary. Thank you all for all you do for AutoZone.
Next, I'd like to introduce Mr. John Ruco from Computershare, our transfer agent, who will tally the votes for us today. Thank you, John. Kristen Wright will now report on the giving of notice of this meeting and the presence of a quorum.
I'm presenting to the meeting a complete list of the holders of record of the company's common stock on October 20, 2014, who are entitled to vote at this meeting. I've also received an affidavit from Computershare stating that on October 27, 2014, the mailing of the notice of meeting, the proxy and the postage prepaid envelope were sent to stockholders of record as of the close of business on October 20, 2004 was commenced. 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.
Thank you, Kristen. Before we proceed to the first order of business, if proxies have not been filed or if there are any stockholders who will be voting in person who have not registered, please file your proxies or register with Ms. Wright at this time. If you've not voted your proxy and would like to vote by ballot, 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.
I'll now ask for a nomination of the slate of directors as listed in the proxy statement and sent to all stockholders.
Bill, I nominate Douglas H. Brooks, Linda A. Goodspeed, Sue E. Goh, Earl G. Graves Jr, Anderson Gomares, J.
R. Hyde III, D. Brian Jordan, W. Andrew McKenna, George R. Marconic, Jr, Luis P.
Nieto, VMC Rhodes, III, for election to the Board of Directors.
Thank you. Is there a second?
Bill, I second the nomination.
Thank you. We've not been notified of any other nominations. Therefore, I now declare the nominations closed. The second order of business is the approval of the 2015 executive incentive compensation plan. This plan will replace our 2010 executive incentive compensation plan.
I'll now ask for
a motion on this matter. Bill, I move to approve the 2015 executive incentive compensation plan.
Is there a second? Bill, I move to second the motion.
Thank you. The motion to approve the 2015 executive incentive compensation plan has been made and seconded. Is there any discussion? The third order of business is the ratification of the appointment of Ernst and Young LLP as the registered public accounting firm of the company for the 2015 fiscal year. Ernst and Young has been selected by our audit committee as the company's independent registered public accounting firm.
Ernst and Young is an independent registered firm of certified public accountants and they state that at no time have they had any material financial interest in or any connection with the company or its subsidiaries or its predecessor other than its auditors. Richard Wright and Tim Steichen are here with us today. Would you please stand and be recognized? Thank you both. I'll now ask
for a motion on this matter. Bill, I move that the appointment by the company's audit committee of Ernst and Young as the company's independent registered public accountants for the 2015 fiscal year be hereby ratified and approved. Is there a second?
Bill, I second the motion.
The motion to ratify the appointment of Ernst and Young LLP as the independent registered public accounting firm has been made and second. Is there any discussion? The 4th order of business is a non binding vote on the approval of the compensation of our principal executive officer, principal financial officer and our other 3 named executive officers. I will now ask for
a motion on this matter. Bill, I move that the compensation paid to AutoZone's named rejected to officers as disclosed in the proxy statement be approved.
Is there a second? Bill, I second the motion.
The motion to approve the compensation paid to AutoZone's named executive officers as disclosed in the proxy statement has been made and seconded. Is there any discussion? The 5th and last order of business is a vote on the stockholder proposal regarding political disclosure and accountability. The proposal was proposed for a vote by the Comptroller of the City of New York acting as the custodian and trustee of several New York City Retirement Funds. The proponent will have 5 minutes to present the proposal and I'll make a statement on behalf of the Board following his proposal.
Mr. Yang, would you like to come forward with your proposal?
Hi. Thank you very much for having me. Just, last you see me too much as an interloper from New York, I'll share that I'm proud and honored to be back here as a homegrown Memphian, first time back in 8 years. And it didn't been that long, I want to particularly thank you for the park down the street. I didn't grow up with that park and I don't want to think about what happened to Tim McCarver Stadium, but I'm really glad that that's there and for I'm sure a number of other good things that you've done for the city.
So and it's been my hometown. I'm particularly appreciative of the success of AutoZone. So my morning, Mr. Chairman, members of the Board. My name is Jimmy Yan.
I'm Special Counsel to the Chief Investment Officer in the office of New York City Comptroller Scott Stringer. I'm here to present Proposal 5 on behalf of Comptroller Stringer and the trustees of the New York City Pension Funds. The City Pension Funds are substantial long term AutoZone shareholders with 74,550 shares at about $44,000,000 Proposal 5 calls on the Board to oversee the company's political expenditures and to provide full disclosure of both direct and indirect political expenditures. The New York City Pension Funds have long been concerned with the legal and reputational risks that portfolio companies face when they use corporate resources to influence elections. Specific risks range from spending that is misaligned with stated corporate interests to wholesale abuse of the corporate treasury to promote the political views of management.
That's not to say we're accusing AutoZone of doing that, but this is our across the board policy priority for all of our companies. Recent judicial decisions, particularly the Supreme Court's 2010 Citizens United decision, have dramatically increased investor concerns with corporate political spending. Companies now have the right under the First Amendment to use unlimited resources to influence political elections. They also have some new ways to contribute directly to campaigns and to organizations that support candidates and political causes, including Section 501(four) social welfare organizations. While Citizens United opened up the floodgates for unlimited corporate political spending, even small contributions can create reputational risks with unintended consequences for the company and its shareholders.
Target, for instance, faced a backlash of protests and boycotts after it donated to a pro business group supporting a politician to oppose the same sex marriage. We'd be just as concerned for any contributions to any issue on any side of the political continuum that wasn't sufficiently related to the corporation's mission. Although the Supreme Court cited the importance of disclosure in its Citizens United decision, public companies are currently not required to disclose their political spending in a comprehensive manner. Rather current political requirements sorry, rather current corporate disclosure requirements are dispersed among several federal, state and local regulatory agencies. They lack a consistent format and therefore failed to provide an accurate profile of particular corporations' overall political spending.
By far the biggest loophole under current law is one that allows companies to anonymously funnel money into the political process through trade associations and social welfare organizations that do not have to disclose contributors. Such indirect political payments can dwarf the direct contributions that must be publicly reported. According to AutoZone's opposition statement that we've seen, the company participates in political activities and advocates for legislation when there is connection to its business and its ability to grow the business in a way that's consistent with its values, legal obligations and code of business conduct and ethics of absent full and transparent disclosure of its direct and indirect political spending. However, shareholders have no way to monitor whether company executives are in fact using corporate treasury the corporate treasury to promote the interests of the company. In some cases, assets could be used for policy objectives that may be contrary to the long term interest of the company and its shareholders.
The Board recently adopted a policy on political contributions that provides for some Board oversight of political spending. We appreciate that. But the policy does not provide for disclosure of direct corporate political contributions nor does it provide for the disclosure of memberships. And in payments to trade associations and other tax exempt organizations are used for political purposes. Now on AutoZone, at least 100 companies now do provide meaningful disclosure of their political spending.
And so as I mentioned before, we are pursuing this across the board, this important policy priority for us that we have investigated and pursued based on our fiduciary duty because we believe this is one of the things that makes good business sense to create long term shareholder value. It is a principle that we think is will grow as a standard. And based on that, we urge that shareholders vote for Proposal 5. Thank you.
Thank you, Mr. Yang. The Chair will waive the right of a second for this motion. The Board of Directors of the company opposes the Controller's proposal and recommends that stockholders vote against it for the reasons set forth in our proxy statement. The Board carefully considered the proposal and concluded that it is not in the best interest of AutoZone or its stockholders.
For this reason, the Board recommends that stockholders vote against this proposal. Is there any discussion on this proposal? If you are voting in person, please mark your ballot. The polls are now open. Please pass your ballots to the aisle for collection.
Volunteers, will you please collect the ballots of anyone voting in person? Do we have the results of the votes?
We are present at this meeting in person or by proxy, 27,000,788,676 shares of the company's common stock, representing 86% of the 32,000,000 shares deemed to be outstanding as of October 20, 2014. Based upon this report, all 11 directors have been duly elected. The 2015 executive incentive compensation plan has been approved and the appointment of Ernst and Young LLP for fiscal year 2015 has been ratified. The advisory vote of the stockholders on executive compensation has been approved and the stockholder proposal regarding political disclosure was not approved.
Thank you, Kristen. At this point, I'd like to open up the floor for any questions. If there's no further business, I'll call for a motion to adjourn the official portion of the meeting.
Bill, I move from the meeting to be adjourned. Is there a second?
Bill, I second the motion.
Great. I'd like to thank our stockholders for your continued confidence in our mission and our team. I'd like to thank all AutoZoners across the globe for their commitment to helping every customer everywhere just like we heard in that extra mile story and for living the pledge. Now let's proceed to deliver a great 2015. The meeting is officially adjourned.
But before we can go, we got to do it the AutoZone way. Come on, Melissa and get us closer.