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
January 4, 2008
(January 1, 2008)
Date of Report
(Date of earliest event reported)
AUTOZONE, INC.
(Exact name of registrant as specified in its charter)
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| Nevada
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1-10714
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62-1482048 |
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(Commission File Number)
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(IRS Employer Identification No.) |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Precommencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Precommencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry Into a Material Definitive Agreement.
Effective January 1, 2008, the Board of Directors of AutoZone, Inc. (“AutoZone”) amended
AutoZone’s director compensation structure and, in connection therewith, amended and restated the
AutoZone, Inc. 2003 Director Compensation Plan (the “Director Compensation Plan”) and the AutoZone,
Inc. 2003 Director Stock Option Plan (the “Director Stock Option Plan”).
Effective January 1, 2008, non-employee directors can choose each year between two
compensation options. A director electing the first option will receive the same retainer fee as
has previously been paid, i.e., an annual base retainer of $40,000 (the “Base Retainer”). A
director electing the second option will receive, in addition to the Base Retainer, an annual
supplemental retainer in the amount of $35,000 (the “Supplemental Retainer”), but will receive a
smaller annual stock option award under the Director Stock Option Plan.
The Base Retainer and the Supplemental Retainer, if applicable, plus any chairman fees are
paid through the Director Compensation Plan, so that at least one-half of these fees are paid in
common stock, and the director may elect to receive up to 100% of the fees in stock or to defer all
or part of the fees in units with value equivalent to the value of shares of AutoZone common stock
(“Stock Units”).
The Director Stock Option Plan was amended so that directors who elect to be paid only the
Base Retainer receive, on January 1 during their first two years of service as a director, an
option to purchase 3,000 shares of AutoZone common stock. After the first two years, such
directors will receive, on January 1 of each year, an option to purchase 1,500 shares of common
stock, and each such director who owns common stock or Stock Units worth at least five times the
Base Retainer will receive an additional option to purchase 1,500 shares. Directors electing to be
paid the Supplemental Retainer will receive, on January 1 during their first two years of service
as a director, an option to purchase 2,000 shares of AutoZone common stock. After the first two
years, such directors will receive, on January 1 of each year, an option to purchase 500 shares of
common stock, and each such director who owns common stock or Stock Units worth at least five times
the Base Retainer will receive an additional option to purchase 1,500 shares.
The changes in the grants during a director’s first two years of service will not apply to any
director who was a member of the Board as of June 6, 2007.
The
AutoZone, Inc. Director Compensation Program, the AutoZone, Inc. Amended and Restated 2003
Director Compensation Plan, and the AutoZone, Inc. Amended and Restated 2003 Director Stock Option
Plan are filed as exhibits to this current report on Form 8-K and are incorporated into this Item
1.01 by reference.