SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a)
of
the
Securities Exchange Act of 1934
(Amendment
No. )
Filed
by
the Registrant x
Filed
by
a Party other than the Registrant o
Check
the
Appropriate Box:
| o |
Preliminary
Proxy Statement
|
| o |
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
| o |
Definitive
Proxy Statement
|
| x |
Definitive
Additional Materials
|
| o |
Soliciting
Material Under Rule 14a-12
|
AutoZone,
Inc.
(Name
of
Registrant as Specified in Its Charter)
(Name
of
Person(s) Filing Proxy Statement if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
| x |
No
fee required
|
| o |
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
| (1) |
Title
of each class of securities to which transaction
applies:
|
| (2) |
Aggregate
number of securities to which transaction
applies:
|
| (3) |
Per
unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount
on which the filing fee is calculated and state how it was
determined):
|
| (4) |
Proposed
maximum aggregate value of
transaction:
|
| (5) |
Total
fee paid:
|
| o |
Fee
paid previously with preliminary
materials:
|
| o |
Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting
fee
was paid previously. Identify the previous filing by registration
statement
number, or the Form or Schedule and the date of its
filing.
|
| (1) |
Amount
Previously paid:
|
| (2) |
Form,
Schedule or Registration Statement
No.:
|
|
(3)
|
Filing
Party:
|
| (4) |
Date
Filed:
|
THIS
FORM
OF PROXY WAS INADVERTENTLY OMITTED FROM THE PROXY MATERIALS FILED WITH THE
COMMISSION ON OCTOBER 26, 2005. IT WILL BE FIRST MAILED TO STOCKHOLDERS ON
OR
ABOUT OCTOBER 28, 2005.
PROXY
AUTOZONE,
INC.
PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
COMPANY
FOR
THE ANNUAL MEETING OF STOCKHOLDERS
I
hereby
appoint Harry L. Goldsmith and Rebecca W. Ballou, and each of them, as
proxies,
with full power of substitution to vote all shares of common stock of AutoZone,
Inc., which I would be entitled to vote at the Annual Meeting of AutoZone,
Inc.,
to be held at the J.R. Hyde III Store Support Center, 123 South
Front
Street, Memphis, Tennessee, on Wednesday, December 14, 2005, at
8:30 a.m.
CST, and at any adjournments, on items 1 and 2 as I have specified, and
in their
discretion on other matters as may come before the meeting.
|
|
|
|
|
|
|
SEE
REVERSE
SIDE
|
|
CONTINUED
AND TO BE SIGNED ON REVERSE SIDE
|
|
SEE
REVERSE
SIDE
|
AUTOZONE,
INC.
C/O
COMPUTERSHARE
P.O.
BOX 8078
EDISON,
NJ 08818-8694
Your
vote is important. Please vote immediately.
 |
OR
|
 |
|
|
|
If
you vote over the Internet or by telephone, please do not mail your
card.
DETACH
HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL
1
|
|
|
|
|||
|
x
|
|
Please
mark
votes
as in
this
example
|
|||
This
proxy when properly executed will be voted in the manner directed below.
If no
direction is made, this proxy will be voted FOR the election of the directors
nominated by the Board of Directors and FOR proposal 2.
|
1.
|
Election
of Directors.
|
|
|
|
|
|
|
|
Nominees:
|
(01) Charles
M. Elson, (02) Sue E. Gove, (03) Earl G. Graves,
Jr.,
|
|
|
|
(04) N.
Gerry House, (05) J.R. Hyde, III, (06) Edward S.
Lampert,
|
|
|
|
(07) W.
Andrew McKenna and (08) William C. Rhodes,
III.
|
|
FOR
ALL
NOMINEES |
o |
o |
WITHHELD
FROM ALL NOMINEES |
|
|
o
|
|||||||
|
|
|
For
all nominees except as noted above
|
||||||
|
|
|
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
2.
|
Ratification
of Ernst & Young LLP as independent registered public accounting firm
for the 2006 fiscal year.
|
o
|
|
o
|
|
o
|
||
|
|
||||||||
|
|
|
|||||||
|
3.
|
In
the discretion of the proxies named herein, upon such other
matters as may
properly come before the meeting.
|
|||||||
|
|
MARK
HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
|
|
o
|
|||||
|
|
|
|
|
|||||
|
|
MARK
HERE IF YOU PLAN TO ATTEND THE MEETING
|
|
o
|
|||||
Please
sign this proxy exactly as name appears hereon. When shares are held by
joint
tenants, both should sign. When signing as attorney, administrator, trustee
or
guardian, please give full title as such.
Signature:
Date:
Signature:
Date: