UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
The final results of each of the proposals submitted to a vote of stockholders at the Annual Meeting, held December 14, 2022, are set forth below. Each such proposal is further described in the Proxy Statement, which descriptions are incorporated herein by reference.
Proposal 1. The stockholders elected ten directors, each of whom will hold office until the Annual Meeting of Stockholders to be held in 2023 and until his or her successor is duly elected and qualified. Each director received more votes cast “for” than votes cast “against” his or her election. The tabulation of votes with respect to each nominee for director was as follows:
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| Michael A. George | 15,988,828 | 13,314 | 13,764 | 1,044,981 | ||||
| Linda A. Goodspeed | 15,671,753 | 330,567 | 13,586 | 1,044,981 | ||||
| Earl G. Graves, Jr. | 14,203,291 | 1,643,942 | 168,673 | 1,044,981 | ||||
| Enderson Guimaraes | 15,316,120 | 684,663 | 15,123 | 1,044,981 | ||||
| Brian P. Hannasch | 15,960,008 | 39,345 | 16,553 | 1,044,981 | ||||
| D. Bryan Jordan | 15,130,649 | 868,675 | 16,582 | 1,044,981 | ||||
| Gale V. King | 15,858,622 | 142,934 | 14,350 | 1,044,981 | ||||
| George R. Mrkonic, Jr. | 15,019,595 | 982,651 | 13,660 | 1,044,981 | ||||
| William C. Rhodes, III | 14,429,327 | 1,462,526 | 124,053 | 1,044,981 | ||||
| Jill A. Soltau | 15,400,513 | 600,651 | 14,742 | 1,044,981 |
Proposal 2. The Company’s stockholders ratified the appointment of Ernst & Young LLP as AutoZone’s independent registered public accounting firm for the 2023 fiscal year. The tabulation of votes on this matter was as follows:
| Votes For | Votes Against | Abstentions | ||
| 15,833,617 | 1,213,777 | 13,493 |
Proposal 3. The Company’s stockholders approved, on an advisory, non-binding basis, the compensation of AutoZone’s named executive officers. The tabulation of votes on this matter was as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 14,110,887 | 1,886,852 | 18,167 | 1,044,981 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 15, 2022
| AUTOZONE, INC. | ||
| By: | /s/ Kristen C. Wright | |
| Name: | Kristen C. Wright | |
| Title: | Senior Vice President, General Counsel & Secretary |