0001225208-19-000145.txt : 20190102 0001225208-19-000145.hdr.sgml : 20190102 20190102184601 ACCESSION NUMBER: 0001225208-19-000145 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190101 FILED AS OF DATE: 20190102 DATE AS OF CHANGE: 20190102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GRAVES EARL G JR CENTRAL INDEX KEY: 0001168234 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10714 FILM NUMBER: 19503143 MAIL ADDRESS: STREET 1: 123 S. FRONT STREET STREET 2: DEPT. 8074 CITY: MEMPHIS STATE: TN ZIP: 38103 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: 0825 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 4 1 doc4.xml X0306 4 2019-01-01 0000866787 AUTOZONE INC AZO 0001168234 GRAVES EARL G JR 123 SOUTH FRONT STREET MEMPHIS TN 38103 1 Common Stock 2019-01-01 4 A 0 310.1300 838.3400 A 4106.6600 D Granted in accordance with the Amended and Restated AutoZone, Inc. 2011 Equity Incentive Award Plan (the "Plan"). Pursuant to the AutoZone, Inc. 2018 Director Compensation Program (the "2018 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) $85,000 of their annual retainer fees and any additional fees in the form of cash, with the remaining portion of the annual retainer fee ($130,000) 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 2018 Program in lieu of the annual retainer fees plus additional fees in an aggregate amount equal to $260,000. The number of shares of the issuer's common stock underlying the restricted stock unit award is equal to the reporting person's aggregate annual retainer fees plus additional fees, divided by the closing market price of a share of the issuer's common stock on December 31, 2018. 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 anniversary 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, 2018, 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, 2018. gravese-poa010218.txt /s/Kristen C. Wright, as attorney-in-fact 2019-01-02 EX-24 2 gravese-poa010218.txt POWER OF ATTORNEY The undersigned hereby authorizes and designates Kristen C. Wright, Maria M. Leggett, and Kevin A. Williams, and each of them, as his 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 his 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/ Earl G. Graves, Jr. Earl G. Graves, Jr. Date: 12/19/17 .