AutoZone (AZO) 2025 meeting: directors re-elected, EY ratified, pay backed

Rhea-AI Filing Summary

AutoZone, Inc. reported the results of its 2025 Annual Meeting of Shareholders held on December 17, 2025. Shareholders elected 11 directors to serve until the 2026 annual meeting, with each nominee receiving more votes cast "for" than "against" their election, and broker non-votes recorded on each director proposal.

Shareholders ratified the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the 2026 fiscal year, with 13,581,598 votes for, 1,256,404 against, and 8,702 abstentions. They also approved, on an advisory and non-binding basis, the compensation of AutoZone’s named executive officers, with 12,397,320 votes for, 1,374,590 against, 34,898 abstentions, and 1,039,896 broker non-votes.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________

FORM 8-K
_____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 17, 2025

AutoZone, Inc.
(Exact Name of Registrant as Specified in Charter)

Nevada	1-10714	62-1482048
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. 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)

(Former name or former address, if changed since last report)

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:

	☐	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)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	AZO	New York Stock Exchange

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

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

The 2025 Annual Meeting of Shareholders of AutoZone, Inc. (the “Company”) was held December 17, 2025. The final vote results from such meeting are set forth below. Each such proposal is further described in the Proxy Statement, which descriptions are incorporated herein by reference.

Proposal 1. The shareholders elected 11 directors, each of whom will hold office until the Annual Meeting of Shareholders to be held in 2026 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
Philip B. Daniele, III		13,702,624		95,274		8,910		1,039,896
Michael A. George		13,711,789		86,136		8,883		1,039,896
Linda A. Goodspeed		12,974,972		823,033		8,803		1,039,896
Earl G. Graves, Jr.		13,071,886		723,117		11,805		1,039,896
Brian P. Hannasch		13,726,097		71,919		8,792		1,039,896
Gale V. King		13,691,456		98,808		16,544		1,039,896
Claire R. McDonough		13,773,232		24,729		8,847		1,039,896
George R. Mrkonic, Jr.		12,639,341		1,157,025		10,442		1,039,896
William C. Rhodes, III		13,263,446		505,801		37,561		1,039,896
Jill A. Soltau		13,689,134		100,871		16,803		1,039,896
C. Spas Montesinos		13,769,250		28,651		8,907		1,039,896

Proposal 2. The Company’s shareholders ratified the appointment of Ernst & Young LLP as AutoZone’s independent registered public accounting firm for the 2026 fiscal year. The tabulation of votes on this matter was as follows:

Votes For		Votes Against		Abstentions
13,581,598		1,256,404		8,702

Proposal 3. The Company’s shareholders 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
12,397,320	1,374,590	34,898	1,039,896

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 18, 2025

	AUTOZONE, INC.
	By:	/s/ Jenna M. Bedsole
	Name:	Jenna M. Bedsole
	Title:	Senior Vice President, General Counsel & Secretary

FAQ

What did AutoZone (AZO) shareholders decide at the 2025 annual meeting?

At the 2025 annual meeting held on December 17, 2025, AutoZone shareholders elected 11 directors to serve until the 2026 annual meeting, ratified Ernst & Young LLP as the independent registered public accounting firm for the 2026 fiscal year, and approved, on an advisory and non-binding basis, the compensation of the company’s named executive officers.

Were all AutoZone (AZO) director nominees elected in 2025?

Yes. All 11 director nominees, including Philip B. Daniele, III, Michael A. George, Linda A. Goodspeed, Earl G. Graves, Jr., Brian P. Hannasch, Gale V. King, Claire R. McDonough, George R. Mrkonic, Jr., William C. Rhodes, III, Jill A. Soltau, and C. Spas Montesinos, received more votes cast "for" than "against" their election and will serve until the 2026 annual meeting and until their successors are duly elected and qualified.

Did AutoZone (AZO) shareholders approve the 2026 auditor appointment?

AutoZone shareholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the 2026 fiscal year, with 13,581,598 votes for, 1,256,404 votes against, and 8,702 abstentions.

How did AutoZone (AZO) shareholders vote on executive compensation in 2025?

Shareholders approved, on an advisory, non-binding basis, the compensation of AutoZone’s named executive officers, with 12,397,320 votes for, 1,374,590 votes against, 34,898 abstentions, and 1,039,896 broker non-votes.

How many broker non-votes were recorded on AutoZone (AZO) director elections?

For each director nominee, there were 1,039,896 broker non-votes recorded in the tabulation of votes for the 2025 Annual Meeting of Shareholders.

What was the vote breakdown for AutoZone’s (AZO) 2025 say-on-pay proposal?

On the advisory say-on-pay proposal regarding named executive officer compensation, AutoZone reported 12,397,320 votes for, 1,374,590 votes against, 34,898 abstentions, and 1,039,896 broker non-votes.