AZO 10-K Annual Report Aug. 26, 2023 | Alphaminr
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AZO 10-K Fiscal year ended Aug. 26, 2023

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AUTOZONE INC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. ReservedItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.2 Eighth Amended and Restated By-Laws of AutoZone,Inc. Incorporated by reference to Exhibit3.1 to the Current Report on Form8-K dated March23, 2023. 4.1 Indenture dated as of August8, 2003, between AutoZone,Inc. and Bank One Trust Company, N.A. Incorporated by reference to Exhibit4.1 to the Registration Statement on FormS-3 (No.333-107828) filed August11, 2003. 4.2 Agreement of Resignation, Appointment and Acceptance by and among AutoZone, Inc., The Bank of New York Mellon Trust Company, N.A., as prior Trustee, and Regions Bank, as successor Trustee, dated January 29, 2019. Incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-3 (No. 333-230719), filed April 4, 2019). 4.3 Officers Certificate dated April 29, 2015, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the 3.250% Senior Notes due 2025. Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated April 29, 2015. 4.4 Form of 3.250% Senior Notes due 2025. Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K dated April 29, 2015. 4.5 Officers Certificate dated April 21, 2016, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the 3.125% Senior Notes due 2026. Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated April 21, 2016. 4.6 Form 3.125% Senior Notes due 2026. Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K dated April 21, 2016. 4.7 Officers Certificate dated April18, 2017, pursuant to Section3.2 of the Indenture dated August8, 2003, setting forth the terms of the 3.750% Senior Notesdue 2027. Incorporated by reference to Exhibit4.1 to the Current Report on Form8-K dated April18, 2017. 4.8 Formof 3.750% Senior Notesdue 2027. Incorporated by reference to Exhibit4.2 to the Current Report on Form8-K dated April18, 2017. 4.9 Officers Certificate dated April18, 2019, pursuant to Section3.2 of the Indenture dated August8, 2003, setting forth the terms of the 3.125% Senior Notesdue 2024. Incorporated by reference to Exhibit4.1 to the Current Report on Form8-K dated April18, 2019. 4.10 Officers Certificate dated April18, 2019, pursuant to Section3.2 of the Indenture dated August8, 2003, setting forth the terms of the 3.750% Senior Notesdue 2029. Incorporated by reference to Exhibit4.2 to the Current Report on Form8-K dated April18, 2019. 4.11 Formof 3.125% Senior Notesdue 2024. Incorporated by reference to Exhibit4.3 to the Current Report on Form8-K dated April18, 2019. 4.12 Formof 3.750% Senior Notesdue 2029. Incorporated by reference to Exhibit4.4 to the Current Report on Form8-K dated April18, 2019. 4.13 Officers Certificate dated March 30, 2020, pursuant to Section 3.2 of the Indenture, dated August 8, 2003, setting forth the terms of the 3.625% Senior Notes due 2025. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated March 30, 2020. 4.14 Officers Certificate dated March 30, 2020, pursuant to Section 3.2 of the Indenture, dated August 8, 2003, setting forth the terms of the 4.000% Senior Notes due 2030. Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated March 30, 2020. 4.15 Form of 3.625% Senior Notes due 2025. Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K dated March 30, 2020. 4.16 Form of 4.000% Senior Notes due 2030. Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K dated March 30, 2020. 4.17 Form of 4.000% Senior Notes due 2030. Incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K dated March 30, 2020. 4.18 Form of 1.650% Senior Notes due 2031. Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated August 14, 2020. 4.19 Form of 1.650% Senior Notes due 2031. Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K dated August 14, 2020. 4.20 Officers Certificate dated August 14, 2020, pursuant to Section 3.2 of the Indenture, dated August 8, 2003, setting forth the terms of the 1.650% Senior Notes due 2031. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated August 14, 2020. 4.21 Officers Certificate dated August 1, 2022, pursuant to Section3.2 of the Indenture dated August8, 2003, setting forth the terms of the 4.750% Senior Notesdue 2032. Incorporated by reference to Exhibit4.1 to the Current Report on Form8-K dated August 1, 2022. 4.22 Form of 4.750% Senior Notes due 2032. Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated August 1, 2022. 4.23 Officers Certificate dated January 27, 2023, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the 4.500% Senior Notes due 2028. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated January 27, 2023. 4.24 Officers Certificate dated January 27, 2023, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the 4.750% Senior Notes due 2033. Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated January 27, 2023. 4.25 Form of 4.500% Senior Notes due 2028. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated January 27, 2023. 4.26 Form of 4.750% Senior Notes due 2033. Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated January 27, 2023. 4.27 Officers Certificate dated July 21, 2023, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the 5.050% Senior Notes due 2026. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated July 21, 2023. 4.28 Officers Certificate dated July 21, 2023, pursuant to Section3.2 of the Indenture dated August8, 2003, setting forth the terms of the 5.200% Senior Notesdue 2033. Incorporated by reference to Exhibit4.2 to the Current Report on Form8-K dated July 21, 2023. 4.29 Form of 5.050% Note due 2026. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated July 21, 2023. 4.30 Form of 5.200% Note due 2033. Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated July 21, 2023. 4.31 Description of Securities of AutoZone,Inc. Incorporated by reference to Exhibit 4.24 to the Annual Report on Form 10-K dated October 28, 2019. *10.1 Second Amended and Restated 1998 Director Compensation Plan. Incorporated by reference to Exhibit10.2 to the Annual Report on Form10-K for the fiscalyear ended August26, 2000. *10.2 AutoZone,Inc. 2003 Director Compensation Plan. Incorporated by reference to Appendix D to the definitive proxy statement dated November1, 2002, for the Annual Meeting of Stockholders held December12, 2002. *10.3 Amended and Restated AutoZone,Inc. 2003 Director Compensation Plan. Incorporated by reference to Exhibit99.2 to the Current Report on Form8-K dated January4, 2008. *10.4 Formof non-compete and non-solicitation agreement for Section16 executive officers and by AutoZone,Inc. Incorporated by reference to Exhibit 10.5 to the Annual Report on Form 10-K for the fiscal year ended August 27, 2022. *10.5 Agreement dated February14, 2008, between AutoZone,Inc. and William C. Rhodes,III. Incorporated by reference to Exhibit99.4 to the Current Report on Form8-K dated February15, 2008. *10.6 AutoZone,Inc. 2011 Equity Incentive Award Plan. Incorporated by reference to ExhibitA to the definitive proxy statement dated October25, 2010, for the Annual Meeting of Stockholders held December15, 2010. *10.7 Formof Letter Agreement dated as of December14, 2010, amending certain Stock Option Agreements of executive officers. Incorporated by reference to Exhibit10.4 to the Quarterly Report on Form10-Q dated December16, 2010. *10.8 Formof Stock Option Agreement under the 2011 Equity Incentive Award Plan. Incorporated by reference to Exhibit10.2 to the Quarterly Report on Form10-Q dated March17, 2011. *10.9 Formof Stock Option Agreement under the 2011 Equity Incentive Award Plan for officers effective September27, 2011. Incorporated by reference to Exhibit10.37 to the Annual Report on Form10-K for the fiscalyear ended August27, 2011. *10.10 AutoZone,Inc. Enhanced Severance Pay Plan. Incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-K for the fiscal year ended August 27, 2022. *10.11 Formof Stock Option Agreement under the 2011 Equity Incentive Award Plan for certain executive officers effective September27, 2011. Incorporated by reference to Exhibit10.38 to the Annual Report on Form10-K for the fiscalyear ended August27, 2011. *10.12 Offer letter dated August 5, 2020, to Jamere Jackson. Incorporated by reference to Exhibit 10.1 on Form8-K dated September 14, 2020. *10.13 Amended and Restated AutoZone,Inc. Executive Deferred Compensation Plan dated June 13, 2023. *10.14 AutoZone,Inc. Director Compensation Program effective January1, 2022. Incorporated by reference to Exhibit 10.17 to the Annual Report on Form 10-K for the fiscal year ended August 27, 2022. *10.15 Amended and Restated AutoZone,Inc. 2011 Equity Incentive Award Plan dated December16, 2015. Incorporated by reference to ExhibitA to the definitive proxy statement dated October26, 2015, for the Annual Meeting of Stockholders held December16, 2015. *10.16 AutoZone,Inc. Sixth Amended and Restated Executive Stock Purchase Plan. Incorporated by reference to ExhibitA to the definitive proxy statement dated October24, 2016, for the Annual Meeting of Stockholders held December14, 2016. *10.17 Formof Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the 2011 Equity Incentive Award Plan for officers effective September27, 2011. Incorporated by reference to Exhibit10.1 to the Quarterly Report on Form10-Q dated December17, 2018. *10.18 AutoZone, Inc. 2020 Omnibus Incentive Award Plan. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K dated December 17, 2020. *10.19 Form of Grant Notice and Award Agreement for Stock Options granted to Officers under the AutoZone, Inc. 2020 Omnibus Incentive Award Plan. Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K dated December 17, 2020. *10.20 Form of Grant Notice and Award Agreement for Restricted Stock Units granted to Officers under the AutoZone, Inc. 2020 Omnibus Incentive Award Plan. Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K dated December 17, 2020. *10.21 Form of Grant Notice and Award Agreement for Restricted Stock Units granted to Directors under the AutoZone, Inc. 2020 Omnibus Incentive Award Plan. Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K dated December 17, 2020. 10.22 Fourth Amended and Restated Credit Agreement dated as of November 15, 2021, among AutoZone, Inc. as Borrower, the lenders party thereto and Bank of America, N.A. as Administrative Agent, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated November 16, 2021. 10.23 First Amendment to Credit Agreement, dated as of November 15, 2022, among AutoZone, Inc. as borrower, the lenders party thereto, Bank of America, N.A., as administrative agent, and JPMorgan Chase Bank, N.A., as syndication agent, incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the fiscal quarter ended November 19, 2022. *10.24 Amendment No. 1 to the AutoZone, Inc. 2020 Omnibus Incentive Award Plan. Incorporated by reference to Exhibit 10.34 to the Annual Report on Form 10-K for the fiscal year ended August 28, 2021. *10.25 Form of Grant Notice and Award Agreement for Stock Options granted to Officers under the AutoZone, Inc. 2020 Omnibus Incentive Award Plan. Incorporated by reference to Exhibit 10.27 to the Annual Report on Form 10-K for the fiscal year ended August 27, 2022. *10.26 Form of Grant Notice and Award Agreement for Restricted Stock Units granted to Officers under the AutoZone, Inc. 2020 Omnibus Incentive Award Plan. Incorporated by reference to Exhibit 10.28 to the Annual Report on Form 10-K for the fiscal year ended August 27, 2022. 21.1 Subsidiaries of the Registrant. 23.1 Consent of Independent Registered Public Accounting Firm. 31.1 Certification of Principal Executive Officer Pursuant to Rules13a-14(a)and 15d-14(a)under the Securities Exchange Act of 1934, as Adopted Pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Principal Financial Officer Pursuant to Rules13a-14(a)and 15d-14(a)under the Securities Exchange Act of 1934, as Adopted Pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section1350 as adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section1350 as adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002. *97 AutoZone, Inc. Clawback Policy.