0001225208-15-000470.txt : 20150105
0001225208-15-000470.hdr.sgml : 20150105
20150105163927
ACCESSION NUMBER: 0001225208-15-000470
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20150101
FILED AS OF DATE: 20150105
DATE AS OF CHANGE: 20150105
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: AUTOZONE INC
CENTRAL INDEX KEY: 0000866787
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO & HOME SUPPLY STORES [5531]
IRS NUMBER: 621482048
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 123 SOUTH FRONT ST
CITY: MEMPHIS
STATE: TN
ZIP: 38103
BUSINESS PHONE: 9014956500
MAIL ADDRESS:
STREET 1: P O BOX 2198
STREET 2: DEPT 8074
CITY: MEMPHIS
STATE: TN
ZIP: 38101-2198
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GOODSPEED LINDA
CENTRAL INDEX KEY: 0001160519
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10714
FILM NUMBER: 15505522
MAIL ADDRESS:
STREET 1: C/O LENNOX INTERNATIONAL INC
STREET 2: 2140 LAKE PARK BLVD
CITY: RICHARDSON
STATE: TX
ZIP: 75080-2254
4
1
doc4.xml
X0306
4
2015-01-01
0000866787
AUTOZONE INC
AZO
0001160519
GOODSPEED LINDA
123 SOUTH FRONT STREET
MEMPHIS
TN
38103
1
Common Stock
2015-01-01
4
A
0
201.9000
619.1100
A
903.1300
D
Granted in accordance with the AutoZone, Inc. 2011 Equity Incentive Award Plan (the "Plan"). Pursuant to the AutoZone, Inc. 2014 Director Compensation Program (the "2014 Program"), directors may elect to be paid either (1) 100% of their annual retainer fees and any additional fees in the form of restricted stock units ("RSUs") or (2) $75,000 of their annual retainer fees and any additional fees in the form of cash, with the remaining portion of the annual retainer fee ($125,000) paid in the form of restricted stock units. All fees taken in the form of RSUs are paid annually and any portion of the fees to be paid in cash are paid on a quarterly basis.
Restricted stock units (fully vested on the date of grant) issued to the reporting person in accordance with the Plan and the 2014 Program in lieu of 62.5% of the annual retainer fees in an aggregate amount equal to $125,000. The number of shares of the issuer's common stock underlying the restricted stock unit award is equal to 62.5% of the reporting person's annual retainer fees, divided by the closing market price of a share of the issuer's common stock on December 31, 2014. The remainder of the aggregate of annual retainer fees plus additional fees will be paid in cash in quarterly installments on Janaury 1, April 1, July 1 and October 1.
The shares will be delivered to the reporting person upon the earlier of (a) the date on which the reporting person ceases to be a director for any reason, provided that such reporting person incurs a "separation from service" from the issuer (within the meaning of Section 409A of the Internal Revenue Code and the related Treasury Regulations) (the "Termination Date") or (b) the fifth anniversay of the grant date, in which event the reporting person will have an opportunity to re-defer the delivery of the shares up to one year prior to the fifth anniversary; unless the reporting person has irrevocably elected in writing by December 31, 2014, to defer the delivery of such shares until the Termination Date.
The price per share is equal to the closing market price of a share of the issuer's common stock on December 31, 2014.
goodspeed-poa010215.txt
/s/ Rebecca W. Ballou, as attorney-in-fact
2015-01-05
EX-24
2
goodspeed-poa010215.txt
POWER OF ATTORNEY
The undersigned hereby authorizes and designates Kristen C. Wright and Rebecca
W. Ballou, and each of them, as her true and lawful agent and attorney-in-fact
to sign on his behalf any and all statements on Form 3, Form 4 and Form 5 under
Section 16 of the Securities Exchange Act of 1934, as amended, and the rules
promulgated thereunder, with respect to shares of Common Stock or other equity
securities of AutoZone, Inc. held by the undersigned or with respect to
transactions in such shares or other equity securities by the undersigned, and
to file on her behalf, any and all such reports with the Securities and Exchange
Commission, the New York Stock Exchange and AutoZone, Inc. and hereby ratifies
any such action by such agent or attorney-in-fact. This power of attorney
shall become effective as of the date indicated below and shall remain effective
for so long as the undersigned shall be an officer or director of AutoZone,
Inc. unless sooner revoked by the undersigned in writing.
/s/ Linda A. Goodspeed
Date: 1/20/2014