What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-10-28 compared with 2023-10-24 · 46 added, 12 removed, 221 unchanged (21% of the section changed)

13 unchanged sentences

Not applicable.

Certain information required by Part III is incorporated by reference from AutoZone’s definitive Proxy Statement for the 2024 Annual Meeting of Shareholders to be held on December 18, 2024 (our “Proxy Statement”).

Except for those portions specifically incorporated in this Annual Report on Form 10-K by reference to the Proxy Statement, no other portions of the Proxy Statement are deemed to be filed as part of this Annual Report on Form 10-K.

Directors, Executive Officers and Corporate Governance

The information set forth in Part I, Item 1 of this document in the section entitled “Information about our Executive Officers,” is incorporated herein by reference in response to this item.

Additionally, the information contained in AutoZone, Inc.’s Proxy Statement dated October 30, 2023, in the sections entitled “Corporate Governance Matters,” “Proposal 1 – Election of Directors” and “Delinquent Section 16(a) Reports,” is incorporated herein by reference in response to this item.

Additionally, the information contained in AutoZone, Inc.’s Proxy Statement relating to our 2024 Annual Meeting of Shareholders, in the sections entitled “Corporate Governance Matters,” “Proposal 1 – Election of Directors” and “Delinquent Section 16(a) Reports,” is incorporated herein by reference in response to this item.

The Company has adopted a Code of Ethical Conduct for Financial Executives that applies to its chief executive officer, chief financial officer, chief accounting officer and other financial executives.

The Company has made the Code of Ethical Conduct available at www.autozone.com, which can be accessed by clicking “Investor Relations” located at the bottom of the page.

We have adopted insider trading policies and procedures that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards.

Our Insider Trading Policy states that our directors, officers, and employees are prohibited from trading in securities of AutoZone and other companies while in possession of material, nonpublic information and also that our employees are prohibited from disclosing material, nonpublic information of AutoZone or another publicly traded company to others who may trade on the basis of that information.

Additionally, our policy also describes the Company’s procedures relating to quarterly and non-routine quiet periods during which time directors, officers and designated employees are prohibited from entering into certain transactions involving AutoZone securities.

In addition, directors and officers of the company are required, in all circumstances, to obtain prior approval of transactions involving AutoZone securities.

The foregoing summary of our insider trading policies and procedures does not purport to be complete and is qualified by reference to our Insider Trading Policy filed as an exhibit to this Annual Report on Form 10-K.

Executive Compensation

The information contained in AutoZone, Inc.’s Proxy Statement dated October 30, 2023, in the section entitled “Executive Compensation,” is incorporated herein by reference in response to this item.

The information contained in AutoZone, Inc.’s Proxy Statement relating to our 2024 Annual Meeting of Shareholders, in the section entitled “Executive Compensation,” is incorporated herein by reference in response to this item.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information contained in AutoZone, Inc.’s Proxy Statement dated October 30, 2023, in the sections entitled “Security Ownership of Management and Board of Directors,” “Security Ownership of Certain Beneficial Owners” and “Equity Compensation Plans” is incorporated herein by reference in response to this item.

The information contained in AutoZone, Inc.’s Proxy Statement relating to our 2024 Annual Meeting of Shareholders, in the sections entitled “Security Ownership of Management and Board of Directors,” “Security Ownership of Certain Beneficial Owners” and “Equity Compensation Plans” is incorporated herein by reference in response to this item.

Certain Relationships and Related Transactions, and Director Independence

The information contained in AutoZone, Inc’s Proxy Statement dated October 30, 2023, in the sections entitled “Related Party Transactions” and “Corporate Governance Matters – Independence” is incorporated herein by reference in response to this item.

The information contained in AutoZone, Inc.’s Proxy Statement relating to our 2024 Annual Meeting of Shareholders, in the sections entitled “Related Party Transactions” and “Corporate Governance Matters – Independence” is incorporated herein by reference in response to this item.

Principal Accounting Fees and Services

The information contained in AutoZone, Inc.’s Proxy Statement dated October 30, 2023, in the section entitled “Proposal 2 – Ratification of Independent Registered Public Accounting Firm,” is incorporated herein by reference in response to this item.

The information contained in AutoZone, Inc.’s Proxy Statement relating to our 2024 Annual Meeting of Shareholders, in the section entitled “Proposal 2 – Ratification of Independent Registered Public Accounting Firm,” is incorporated herein by reference in response to this item.

Exhibits and Financial Statement Schedules

77 unchanged sentences

Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated July 21, 2023.

Officers’ Certificate dated October 25, 2023, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the 6.250% Senior Notes due 202 8 .

Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated October 25, 2023.

Officers’ Certificate dated October 25, 2023, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the 6.550% Senior Notes due 2033.

Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated October 25, 2023.

Form of 6.250% Note due 2028.

Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated October 25, 2023.

Form of 6.550% Note due 2033.

Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated October 25, 2023.

Officers’ Certificate dated J une 28, 2024 , pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the 5.1 00 % Senior Notes due 202 9 .

Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated Jun e 28, 2024 .

Officers’ Certificate dated J une 28, 2024 , pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the 5.4 00 % Senior Notes due 2034.

Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated Jun e 28, 2024 .

Form of 5.100% Note due 2029.

Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated Jun e 28, 2024 .

Form of 5.400% Note due 2034.

Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated Jun e 28, 2024 .

Description of Securities of AutoZone, Inc.

27 unchanged sentences

Incorporated by reference to Exhibit 10.38 to the Annual Report on Form 10-K for the fiscal year ended August 27, 2011.

Offer letter dated August 5, 2020, to Jamere Jackson.

Incorporated by reference to Exhibit 10.1 on Form 8-K dated September 14, 2020.

Agreement dated January 2, 2024 with Philip B.

Daniele, III.

Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K dated January 3, 2024.

Amended and Restated AutoZone, Inc.

Executive Deferred Compensation Plan dated June 13, 2023.

Incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K for the Fiscal year ended August 26, 2023.

AutoZone, Inc.

1 unchanged sentence

Incorporated by reference to Exhibit 10.17 to the Annual Report on Form 10-K for the fiscal year ended August 26, 2023.

AutoZone, Inc.

Director Compensation Program effective January 1, 2024.

Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q dated March 15, 2024.

Amended and Restated AutoZone, Inc.

33 unchanged sentences

Incorporated by reference to Exhibit 10.28 to the Annual Report on Form 10-K for the fiscal year ended August 26, 2023 .

AutoZone, Inc.

Insider Trading Policy .

Subsidiaries of the Registrant.

8 unchanged sentences

Clawback Policy.

Incorporated by reference to Exhibit 97 to the Annual Report on Form 10-K for the fiscal year ended August 26, 2023.

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

6 unchanged sentences

Management contract or compensatory plan or arrangement.

Certificate of Principal Executive Officer furnished pursuant to Item 601(b)(32)(ii) of Regulation S-K.

c) Financial Statement Schedules

3 unchanged sentences

AUTOZONE, INC.

/s/ WILLIAM C.

Chairman, President and

Chief Executive Officer

/s/ Philip B.

President and Chief Executive Officer

(Principal Executive Officer)

1 unchanged sentence

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

/s/ WILLIAM C.

Chairman, President and Chief Executive Officer

/s/ PHILIP B.

President and Chief Executive Officer

October 28, 2024

8 unchanged sentences

(Principal Accounting Officer)

/s/ WILLIAM C.

Executive Chairman

October 28, 2024

/s/ MICHAEL A.

14 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures