(1) |
Title
of each class of securities to which transaction
applies:
|
(2) |
Aggregate
number of securities to which transaction
applies:
|
(3) |
Per
unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount
on which the filing fee is calculated and state how it was
determined):
|
(4) |
Proposed
maximum aggregate value of
transaction:
|
(5) |
Total
fee paid:
|
(1) |
Amount
Previously paid:
|
(2) |
Form,
Schedule or Registration Statement
No.:
|
(3) |
Filing
Party:
|
(4) |
Date
Filed
|
What:
|
Annual
Meeting of Stockholders
|
|
When:
|
December
14, 2005, 8:30 a.m., Central Standard Time
|
|
Where:
|
J.R.
Hyde III Store Support Center
|
|
123
South Front Street
|
||
Memphis,
Tennessee
|
||
Stockholders
|
•
|
Election
of eight directors
|
will
vote
|
||
regarding:
|
•
|
Ratification
of the appointment of Ernst & Young LLP as our
|
independent
registered public accounting firm for the 2006
|
||
fiscal
year
|
||
•
|
The
transaction of other business that may be properly
brought
|
|
before
the meeting
|
||
Record
Date:
|
Stockholders
of record as of October 17, 2005, may vote at the
|
|
meeting.
|
Page
|
|
The
Meeting
|
3
|
About
this Proxy Statement
|
3
|
Information
about Voting
|
4
|
The
Proposals
|
6
|
PROPOSAL
1 - Election of Directors
|
6
|
Nominees
|
6
|
Independence
|
8
|
Meetings
and Attendance
|
9
|
Committees
of the Board
|
9
|
Audit
Committee
|
10
|
Compensation
Committee
|
11
|
Nominating
and Corporate Governance Committee
|
11
|
Director
Nomination Process
|
12
|
Procedure
for Communication with the Board of Directors
|
13
|
Compensation
of Directors
|
14
|
PROPOSAL
2 - Ratification of Independent Registered Public Accounting
Firm
|
14
|
Audit
Committee Report
|
15
|
Other
Matters
|
16
|
Other
Information
|
17
|
Security
Ownership of Management
|
17
|
Security
Ownership of Certain Beneficial Owners
|
19
|
Executive
Compensation
|
20
|
Compensation
Committee Report on Executive Compensation
|
24
|
Stock
Performance Graph
|
27
|
Employment
Contracts and Termination of Employment and Change-in-Control
Arrangements
|
28
|
Equity
Compensation Plans
|
30
|
Section
16(a) Beneficial Ownership Reporting Compliance
|
31
|
Stockholder
Proposals for 2006 Annual Meeting
|
31
|
Annual
Report
|
32
|
•
|
“AutoZone,”
“we,” and “the Company” mean AutoZone, Inc.,
and
|
•
|
“Annual
Meeting” means the Annual Meeting of Stockholders to be held on December
14, 2005, at 8:30 a.m. CST at the J.R. Hyde III Store Support
Center, 123
South Front Street, Memphis,
Tennessee.
|
1.
|
to
elect eight directors; and
|
2.
|
to
ratify the appointment of Ernst & Young LLP as our independent
registered public accounting firm for the 2006 fiscal
year.
|
1.
|
By
Telephone:
You may submit your voting instructions by telephone by following
the
instructions printed on the proxy card. If you submit your voting
instructions by telephone, you do not have to mail in your proxy
card.
|
2.
|
On
the Internet:
You may vote on the Internet by following the instructions printed
on the
proxy card. If you vote on the Internet, you do not have to mail
in your
proxy card.
|
3.
|
By
Mail:
If you properly complete and sign the enclosed proxy card and
return it in
the enclosed envelope, it will be voted in accordance with your
instructions. The enclosed envelope requires no additional postage
if
mailed in the United States.
|
•
|
giving
written notice to our Secretary that you have revoked the proxy,
or
|
•
|
providing
a later-dated proxy.
|
•
|
has
not been employed by AutoZone within the last five
years;
|
•
|
has
not been employed by AutoZone's independent auditor in the last
five
years;
|
•
|
is
not, and is not affiliated with a company that is, an adviser,
or
consultant to AutoZone or a member of AutoZone’s senior
management;
|
•
|
is
not affiliated with a significant customer or supplier of
AutoZone;
|
•
|
has
no personal services contract with AutoZone or with any member
of
AutoZone’s senior management;
|
•
|
is
not affiliated with a not-for-profit entity that receives significant
contributions from AutoZone;
|
•
|
within
the last three years, has not had any business relationship with
AutoZone
for which AutoZone has been or will be required to make disclosure
under
Rule 404(a) or (b) of Regulation S-K of the Securities and Exchange
Commission as currently in effect;
|
•
|
receives
no compensation from AutoZone other than compensation as a
director;
|
•
|
is
not employed by a public company at which an executive officer
of AutoZone
serves as a director;
|
•
|
has
not had any of the relationships described above with any affiliate
of
AutoZone; and
|
•
|
is
not a member of the immediate family of any person with any relationships
described above.
|
•
|
the
integrity of the Company’s financial
statements,
|
•
|
the
Company’s compliance with legal and regulatory
requirements,
|
•
|
the
independent auditor’s qualification and independence,
and
|
•
|
the
performance of the Company’s internal audit function and independent
auditors.
|
•
|
appointing,
determining the compensation of, and overseeing the work of the
independent auditor and the internal
auditor;
|
•
|
reviewing
the financial reporting processes and the information that will
be
provided to the stockholders and
others;
|
•
|
reviewing
the adequacy and effectiveness of AutoZone’s systems of internal
accounting and financial controls;
|
•
|
reviewing
the internal audit function and the annual independent audit
of AutoZone’s
financial statements;
|
•
|
reviewing
the overall corporate “tone” for quality financial reports, controls, and
ethical behavior; and
|
•
|
issuing
a report annually as required by the SEC’s proxy solicitation
rules.
|
•
|
reviews
and approves AutoZone’s compensation
objectives;
|
•
|
reviews
and approves the compensation programs, plans and awards for
executive
officers, including recommending equity-based plans for shareholder
approval;
|
•
|
acts
as administrator as may be required by AutoZone’s short- and long-term
incentive plans and other stock or stock-based plans;
and
|
•
|
issues
a report annually related to executive compensation, as required
by the
Securities and Exchange Commission’s proxy solicitation
rules.
|
•
|
qualified
candidates are presented to the Board of Directors for election
as
directors;
|
•
|
the
Board of Directors has adopted appropriate corporate governance
principles
that best serve the practices and objectives of the Board of
Directors;
and
|
•
|
AutoZone’s
Articles of Incorporation and Bylaws are structured to best serve
the
objectives of the stockholders.
|
2005
|
2004
|
||||||
Audit
Fees
|
$
|
1,516,996
|
$
|
621,100
|
|||
Audit-Related
Fees1
|
38,491
|
12,000
|
|||||
Tax
Fees2
|
—
|
464,845
|
|||||
All
Other Fees3
|
2,500
|
—
|
1
|
Audit
Related Fees in 2005 were for a SAS70 pre-assessment on our Pay
on Scan
Process, and in 2004 were for Sarbanes-Oxley Section 404 advisory
services.
|
2
|
Tax
Fees for 2004 were for tax compliance assistance and assistance
with
audits and tax planning, which consisted of $83,442 for tax compliance
assistance and $381,403 for assistance with audits and tax
planning.
|
3 | All Other Fees for 2005 were subscription fees to Ernst & Young LLP’s online accounting research service. |
Beneficial
Ownership
As
of October 17, 2005
|
|||||||
Name
of Beneficial Owner
|
|
|
Shares
|
|
|
Ownership Percentage |
|
William
C. Rhodes, III1
|
124,603
|
*
|
|||||
Charles
M. Elson2
|
17,647
|
*
|
|||||
Sue
E. Gove3
|
166
|
*
|
|||||
Earl
G. Graves, Jr.4
|
6,010
|
*
|
|||||
N.
Gerry House5
|
15,255
|
*
|
|||||
J.R.
Hyde, III6
|
650,386
|
*
|
|||||
Edward
S. Lampert7
|
21,358,821
|
27.9%
|
|||||
W.
Andrew McKenna8
|
29,545
|
*
|
|||||
Harry
L. Goldsmith9
|
121,498
|
*
|
|||||
Michael
E. Longo10
|
69,188
|
*
|
|||||
Steve
Odland11
|
593,110
|
*
|
|||||
Robert
D. Olsen12
|
196,632
|
*
|
|||||
James
A. Shea13
|
11,350
|
*
|
|||||
All
current directors and
executive officers
as
a group (15 persons)14
|
22,744,683
|
29.7%
|
Beneficial
Ownership
|
|||||||
Name
and Address
of
Beneficial Owner
|
|
Shares
|
Ownership Percentage |
||||
ESL
Partners, L.P.1
|
21,358,821
|
27.9%
|
|||||
200
Greenwich Avenue
|
|||||||
Greenwich,
CT 06830
|
|||||||
Davis
Selected Advisers, LP2
|
5,551,062
|
7.2%
|
|||||
2949
East Elvira Road, Suite 101
|
|||||||
Tucson,
AZ 85706
|
|
Annual
Compensation
|
Long-Term
Compensation
|
|||||||||||||||||
Name
and Principal Position
|
Year
|
Salary ($) |
Bonus1 ($) |
Other
Annual Compensation2 |
Securities Underlying |
All
Other Compensation4 |
|||||||||||||
William
C. Rhodes, III5
|
2005
|
426,616
|
251,216
|
7,031
|
80,000
|
22,265
|
|||||||||||||
President
& Chief
|
|
||||||||||||||||||
Executive
Officer
|
|
||||||||||||||||||
Harry
L. Goldsmith
|
2005
|
314,385
|
129,213
|
—
|
40,000
|
26,893
|
|||||||||||||
Executive
Vice President,
|
2004
|
297,923
|
229,163
|
—
|
35,000
|
35,248
|
|||||||||||||
General
Counsel &
|
2003
|
285,207
|
282,357
|
—
|
26,000
|
13,323
|
|||||||||||||
Secretary
|
|
||||||||||||||||||
Michael
E. Longo6
|
2005
|
335,615
|
137,938
|
—
|
40,000
|
9,319
|
|||||||||||||
Executive
Vice President,
|
2004
|
326,769
|
251,351
|
—
|
30,000
|
16,921
|
|||||||||||||
Supply
Chain, Information
|
2003
|
318,308
|
315,126
|
13,141
|
50,000
|
15,373
|
|||||||||||||
Technology,
Mexico &
|
|
||||||||||||||||||
Store
Development
|
|
||||||||||||||||||
Steve
Odland7
|
2005
|
609,423
|
—
|
54,740
|
75,000
|
98,106
|
|||||||||||||
Former Chairman, President & |
2004
|
1,000,000 |
1,282,000
|
110,160
|
75,000
|
110,078
|
|||||||||||||
Chief
Executive Officer
|
2003
|
946,154
|
1,561,154
|
138,604
|
250,000
|
15,569
|
|||||||||||||
Robert
D. Olsen
|
2005
|
313,923
|
129,023
|
—
|
25,000
|
26,888
|
|||||||||||||
Executive
Vice President,
|
2004
|
307,077
|
236,204
|
—
|
25,000
|
36,397
|
|||||||||||||
Supply
Chain, Information
|
2003
|
300,700
|
297,693
|
—
|
26,000
|
16,861
|
|||||||||||||
Technology,
Mexico &
|
|
||||||||||||||||||
Store
Development
|
|||||||||||||||||||
James
A. Shea8
|
2005
|
375,385
|
154,284
|
73,302
|
55,000
|
4,888
|
|||||||||||||
Executive
Vice President,
|
|||||||||||||||||||
Merchandising
and
|
|||||||||||||||||||
Marketing
|
Year
|
Rhodes
|
Longo
|
Odland
|
Shea
|
||||||||||||
Discounts
on stock purchased under the
|
2005
|
$
|
7,031
|
—
|
$
|
54,470
|
—
|
|||||||||
AutoZone,
Inc. Second Amended and Restated
|
2004
|
—
|
— |
$
|
110,160
|
—
|
||||||||||
Executive
Stock Purchase Plan
|
2003
|
—
|
$
|
13,141
|
$
|
138,604
|
—
|
|||||||||
Sign-on
bonus
|
2005
|
—
|
—
|
—
|
$
|
40,000
|
||||||||||
Relocation
expenses
|
2005
|
—
|
—
|
—
|
$
|
33,302
|
|
|
|
Company
|
||||
contributions
to
|
|||||||
defined
|
|||||||
Life
|
contribution
|
||||||
Insurance
|
plans
|
||||||
($)
|
($)
|
||||||
Mr.
Rhodes
|
2,788
|
19,477
|
|||||
Mr.
Goldsmith
|
5,177
|
21,716
|
|||||
Mr.
Longo
|
3,797
|
5,522
|
|||||
Mr.
Odland
|
6,549
|
91,557
|
|||||
Mr.
Olsen
|
5,378
|
21,510
|
|||||
Mr.
Shea
|
4,888
|
—
|
Number
of Securities |
|
%
of Total Options/SARs |
|
Exercise
or Base
Price |
|
Expiration
|
|
Potential
Realizable Value
at
Assumed |
|
|||||||||||||
Name
|
|
Granted
(#) (2)
|
|
Fiscal
Year
|
|
($/Sh)
|
|
Date
|
|
5%($)
|
|
10%($)
|
William
C. Rhodes, III
|
30,000
|
2.8
|
$
|
75.64
|
9/29/14
|
1,427,100
|
3,616,530
|
||||||||||||
50,000
|
4.6
|
$
|
98.30
|
3/14/15
|
3,091,000
|
7,833,250
|
|||||||||||||
Harry
L. Goldsmith
|
30,000
|
2.8
|
$
|
75.64
|
9/29/14
|
1,427,100
|
3,616,530
|
||||||||||||
10,000
|
0.9
|
$
|
86.55
|
4/08/15
|
544,310
|
1,379,380
|
|||||||||||||
Michael
E. Longo
|
30,000
|
2.8
|
$
|
75.64
|
9/29/14
|
1,427,100
|
3,616,530
|
||||||||||||
10,000
|
0.9
|
$
|
86.55
|
4/08/15
|
544,310
|
1,379,380
|
|||||||||||||
Steve
Odland
|
75,000
|
7.0
|
$
|
75.64
|
9/29/14
|
3 |
3,567,750
|
9,041,325
|
|||||||||||
Robert
D. Olsen
|
20,000
|
1.9
|
$
|
75.64
|
9/29/14
|
951,400
|
2,411,020
|
||||||||||||
5,000
|
0.5
|
$
|
86.55
|
4/08/15
|
272,155
|
689,690
|
|||||||||||||
James
A. Shea
|
45,000
|
4.2
|
$
|
75.64
|
9/29/14
|
2,140,650
|
5,424,795
|
||||||||||||
10,000
|
0.9
|
$
|
86.55
|
4/08/15
|
544,310
|
1,379,380
|
Number
of Securities
|
|
Value
of Unexercised
|
|
||||||||||||||||
|
|
|
|
|
|
Underlying
Unexercised
|
|
In-the-Money
Options/SARs
|
|
||||||||||
|
|
Shares
Acquired
|
|
Value
|
|
Options/SARS at FY-End (#)
|
|
At
FY End ($)
|
|
||||||||||
|
|
on
Exercise (#)
|
|
Realized
($)
|
|
Exercisable
|
|
Unexercisable
|
|
Exercisable
|
|
Unexercisable
|
|||||||
William
C. Rhodes, III
|
—
|
—
|
88,750
|
125,250
|
4,602,510
|
1,465,618
|
|||||||||||||
Harry
L. Goldsmith
|
52,110
|
3,460,036
|
84,250
|
84,250
|
4,538,278
|
1,421,928
|
|||||||||||||
Michael
E. Longo
|
48,750
|
2,993,080
|
31,500
|
93,750
|
630,945
|
1,754,813
|
|||||||||||||
Steve
Odland
|
493,750
|
22,030,360
|
—
|
—
|
—
|
—
|
|||||||||||||
Robert
D. Olsen
|
—
|
—
|
134,250
|
61,750
|
8,179,978
|
1,132,303
|
|||||||||||||
James
A. Shea
|
—
|
—
|
—
|
55,000
|
—
|
980,450
|
Annual
Benefit
|
|
|||
|
|
At
Age 65
|
|
|
Name
|
|
($)
|
||
William
C. Rhodes, III
|
21,311
|
|||
Harry
L. Goldsmith
|
39,571
|
|||
Michael
E. Longo
|
41,368
|
|||
Steve
Odland
|
97,929
|
|
||
Robert
D. Olsen
|
26,537
|
|||
James
A. Shea
|
—
|
Aug.
00
|
Aug.
01
|
Aug.
02
|
Aug.
03
|
Aug.
04
|
Aug.
05
|
||||||||||||||
AutoZone,
Inc.
|
$
|
100.00
|
$
|
215.91
|
$
|
328.86
|
$
|
417.27
|
$
|
342.55
|
$
|
433.86
|
|||||||
S&P
500 Index
|
100.00
|
79.62
|
62.47
|
70.01
|
78.27
|
86.73
|
|||||||||||||
Peer
Group
|
100.00
|
169.99
|
183.27
|
211.35
|
230.65
|
301.87
|
Plan
Category
|
Number
of securities to be
issued
upon |
|
|
Weighted-average exercise
price
of |
|
|
Number
of securities remaining
available |
|
||
Equity
compensation plans approved by security holders
|
3,787,440
|
$
|
66.22
|
3,364,875
|
||||||
Equity
compensation plans not approved by securities holders
|
67,583
|
$
|
44.46
|
—
|
||||||
Total
|
3,855,023
|
$
|
61.84
|
3,364,875
|
|
|
By order of the Board of Directors, |
/s/ Harry L. Goldsmith | ||
Secretary | ||
Memphis,
Tennessee
October
26, 2005
|