[Form 4] AutoZone, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Virginia National Bankshares Corporation (VABK) reported the results of its 24 Jul 2025 Annual Meeting of Shareholders in this Form 8-K. All ten director nominees were elected; “for” votes ranged from 2.52 m to 3.41 m, with broker non-votes of 0.82 m. Say-on-pay received 3.14 m votes in favour versus 0.18 m against, and shareholders supported holding the advisory vote every one year (3.24 m votes, 94% of ballots cast).

Investors also approved an amendment to the 2022 Stock Incentive Plan, adding 150,000 shares for future equity awards (3.12 m for, 0.29 m against) and ratified Yount, Hyde & Barbour, P.C. as independent auditor with 4.24 m votes for and only 11.7 k against. No financial performance metrics, earnings guidance or other material transactions were disclosed.

Insights

Corporate Governance Analyst

TL;DR: Routine AGM; broad shareholder support; minimal governance concerns; neutral valuation impact.

All key proposals passed comfortably, with >89% approval for say-on-pay and a decisive annual frequency preference. Director support was solid; the highest withheld percentage (27%) for Mr. Dittmar remains below levels that typically trigger board refreshment pressure. Adding 150 k shares (≈1% of diluted shares) to the incentive pool is modest and should not cause meaningful dilution. Auditor ratification was near-unanimous. Overall, the meeting signals shareholder satisfaction but does not alter the investment thesis.

Portfolio Manager

TL;DR: Voting outcomes are standard; no direct earnings or balance-sheet impact; watch dilution from new incentive shares.

The filing lacks operational or financial updates; hence market impact is negligible. The 150 k additional incentive shares equate to roughly one quarter’s average trading volume and should have minimal dilution. Continued engagement with Yount, Hyde & Barbour maintains audit continuity, reducing transition risk. I treat these results as governance housekeeping rather than a catalyst.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Smith Richard Craig

(Last) (First) (Middle)

123 SOUTH FRONT STREET

(Street)

MEMPHIS TN 38103

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AUTOZONE INC [ AZO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr. Vice President

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/24/2025		M		3,000	A	$744.85	5,925.4753	D
Common Stock	07/24/2025		S		3,000	D	$3,875.9	2,925.4753	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	$744.85	07/24/2025		M			3,000	(1)	09/24/2026	Common Stock	3,000	$0.0000	3,190	D

Explanation of Responses:

1. Options granted in accordance with the AutoZone, Inc. 2011 Equity Incentive Award Plan and exercisable in annual, one-fourth increments beginning on December 15, 2017.

	/s/ Richard Craig Smith	07/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Did VABK shareholders approve the 2025 say-on-pay proposal?

Yes. 3,143,516 votes (≈89%) were cast in favour, 176,185 against and 120,924 abstained.

How often will Virginia National Bankshares hold future say-on-pay votes?

Shareholders chose a one-year frequency, with 3,237,698 votes supporting annual votes.

Was the Virginia National Bankshares 2022 Stock Incentive Plan amended?

Yes. Investors approved adding 150,000 shares to the plan (3,124,733 for; 292,487 against).

Who was ratified as VABK’s independent auditor for 2025?

Yount, Hyde & Barbour, P.C. was ratified with 4,241,655 votes for and 11,738 against.

Were all director nominees elected at the 2025 VABK annual meeting?

All 10 directors received majority support; votes for each ranged from 2.52 m to 3.41 m.