UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________________
FORM
_____________________
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 24, 2023, William C. Rhodes, III, Chairman, President and Chief Executive Officer, Customer Satisfaction, notified the Board of Directors (the “Board”) of AutoZone, Inc. (the "Company") of his intention to relinquish his roles as President and Chief Executive Officer, effective January 2024. The Board intends to appoint Mr. Rhodes to the role of Executive Chairman at such time.
Also on June 24, 2023, the Board appointed Philip B. Daniele, III to the additional role of CEO-Elect, effective immediately. The Board intends to appoint Mr. Daniele to the role of Chief Executive Officer and also appoint Mr. Daniele to serve on the Board of Directors, concurrent with Mr. Rhodes’ transition to the role of Executive Chairman in January 2024.
Mr. Daniele, 54, has served as the Company’s Executive Vice President, Merchandising, Marketing and Supply Chain, Customer Satisfaction since June 2021 and will continue to serve in that role until January of 2024. Previously, he served as Senior Vice President, Commercial from 2015 to 2021, Vice President, Commercial Support from 2013 to 2015 and Vice President, Merchandising from 2008 to 2013. He was also a Divisional Vice President, Store Operations from 2005 to 2008. Prior to 2005, Mr. Daniele held several other key management positions within the Company.
In connection with his appointment as Chief Executive Officer in January 2024, Mr. Daniele’s annual base salary will be increased to $1,000,000 with a bonus target of 130% of base salary. He is also expected to receive long-term incentive awards for fiscal year 2024 consisting of non-qualified stock options with an estimated grant date fair value of $7,200,000.
There are no arrangements or understandings between Mr. Daniele and any other person pursuant to which Mr. Daniele was selected as an officer or member of the Board, there are no family relationships between Mr. Daniele and any director or other officer of the Company, and there are no transactions in which the Company is a party and in which Mr. Daniele has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
Item 8.01. Other Events.
On June 26, 2023, the Company issued a press release announcing the leadership transition plan discussed above, which press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No. |
Description | |
| 99.1 | Press Release dated June 26, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: June 26, 2023
AUTOZONE, INC.
| By: | /s/ Jenna M. Bedsole | |
| Name: | Jenna M. Bedsole |
| Title: | Senior Vice President, General Counsel & Secretary |