Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 20, 2017




(Exact name of registrant as specified in its charter)




Nevada   1-10714   62-1482048

(State or other jurisdiction of

incorporation or organization)



File Number)


(IRS Employer

Identification No.)

123 South Front Street

Memphis, Tennessee 38103

(Address of principal executive offices) (Zip Code)

(901) 495-6500

Registrant’s telephone number, including area code



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Precommencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Precommencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐





On December 20, 2017, AutoZone, Inc. (the “Company”), filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Initial 8-K”) to report the final voting results of the Company’s 2017 Annual Meeting of Stockholders held on December 20, 2017. This Form 8-K/A amends the Initial 8-K to disclose the Company’s decision regarding the frequency of future stockholder advisory votes on compensation of the Company’s named executive officers.


Item 5.07. Submission of Matters to a Vote of Security Holders.

As previously reported in the Initial 8-K, in a non-binding advisory vote, a majority of the votes cast at the Annual Meeting voted in favor of holding an advisory vote on the Company’s executive compensation every year. Taking into account the results of the foregoing advisory vote, the Board of Directors of the Company has determined, until further action by the Board, to hold an advisory vote on executive compensation every year.


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.



/s/ Kristen C. Wright

  Kristen C. Wright
  Senior Vice President, General Counsel and Secretary

Dated: December 22, 2017