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AUTOZONE INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and AUTOZONE INC.’s Form 8-K, filed December 20, 2023 (Item 5.07 on EDGAR). Page generated October 18, 2026.

14Reported items
879Asset managers
13,289Fund votes
December 20, 2023Meeting date

Results at a glance

Meeting of December 20, 2023: 12 items on AUTOZONE INC.’s Form 8-K, filed December 20, 2023: 2 approved · 10 without a stated outcome.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore AUTOZONE INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by AUTOZONE INC.

These tallies are AUTOZONE INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed December 20, 2023 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

AUTOZONE INC. — official shareholder meeting results, meeting held December 20, 2023
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Michael A. George	14,914,311	101,669	20,759	--	948,077	99.3%	Not verified	—
Elect Director: Linda A. Goodspeed	14,312,866	703,364	20,509	--	948,077	95%	Not verified	—
Elect Director: Earl G. Graves, Jr.	13,484,669	1,474,042	78,028	--	948,077	90%	Not verified	—
Elect Director: Enderson Guimaraes	14,334,570	679,884	22,285	--	948,077	95%	Not verified	—
Elect Director: Brian P. Hannasch	14,666,670	348,809	21,260	--	948,077	98%	Not verified	—
Elect Director: D. Bryan Jordan	14,148,800	865,408	22,531	--	948,077	94%	Not verified	—
Elect Director: Gale V. King	14,598,228	417,727	20,784	--	948,077	97%	Not verified	—
Elect Director: George R. Mrkonic, Jr.	13,104,494	1,855,019	77,226	--	948,077	88%	Not verified	—
Elect Director: William C. Rhodes, III	13,617,857	1,352,051	66,831	--	948,077	91%	Not verified	—
Elect Director: Jill A. Soltau	14,750,983	263,615	22,141	--	948,077	98%	Not verified	—
2. The appointment of Ernst & Young LLP as AutoZone's independent registered public accounting firm for the 2024 fiscal year	14,766,133	1,197,606	21,077	--	--	92%	Approved	—
3. On an advisory, non-binding basis, the compensation of AutoZone's named executive officers	11,797,526	3,211,270	27,943	--	948,077	79%	Approved	—

Source: AUTOZONE INC., Form 8-K, filed with the SEC on December 20, 2023 — read the filing on EDGAR.

How asset managers voted at the AUTOZONE INC. 2023-2024 meeting

Each item below shows how the 879 asset managers that disclosed a AUTOZONE INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of AUTOZONE INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Elect Director: Michael A. George

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

99.3% Majority: yes · of votes cast

FOR 99.3%

FOR: 14,914,311AGAINST: 101,669

Details: description as filed, official tally, votes by 179 asset managers

Description as filed by funds: Election of Directors: Michael A. George

AUTOZONE INC.’s own tally for this item (“Elect Director: Michael A. George”): 14,914,311 for, 101,669 against, per its Form 8-K filed December 20, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 179 asset managers below reported 5,672,252 for, 16 against, 4,649 abstained.

FOR

FOR: 5,672,252AGAINST: 16ABSTAIN: 4,649

Largest asset managers voting on “Election of Directors: Michael A. George” at AUTOZONE INC., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	1,737,964	0	For
Fidelity	884,844	0	For
JPMorgan	768,631	0	For
BlackRock	458,031	0	For
John Hancock	241,850	0	For
Parnassus	149,570	0	For
State Street	141,937	0	For
T. Rowe Price	135,691	0	For
Invesco	109,616	0	For
Charles Schwab	99,862	0	For
Jackson National	70,282	0	For
TIAA	60,183	0	For
Hartford	55,920	0	For
SEI	49,798	0	For
AMANA MUTUAL FUNDS TRUST	40,000	0	For
Waddell & Reed	32,603	0	For
Dimensional	32,581	0	For
Bridge Builder Trust	31,361	0	For
Equitable	28,382	0	For
Columbia Threadneedle	25,907	0	For
Nationwide	24,298	0	For
Virtus	20,720	0	For
CARILLON SERIES TRUST	20,337	0	For
Brighthouse	14,741	4,648	Mixed
FENIMORE ASSET MANAGEMENT TRUST	18,265	0	For

Showing the 25 largest of 179 asset managers. See all 179 in the interactive database.

2. Elect Director: Linda A. Goodspeed

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 14,312,866AGAINST: 703,364

Details: description as filed, official tally, votes by 179 asset managers

Description as filed by funds: Election of Directors: Linda A. Goodspeed

AUTOZONE INC.’s own tally for this item (“Elect Director: Linda A. Goodspeed”): 14,312,866 for, 703,364 against, per its Form 8-K filed December 20, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 179 asset managers below reported 5,669,169 for, 3,098 against, 4,649 abstained.

FOR

FOR: 5,669,169AGAINST: 3,098ABSTAIN: 4,649

Largest asset managers voting on “Election of Directors: Linda A. Goodspeed” at AUTOZONE INC., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	1,737,964	0	0	For
Fidelity	884,844	0	0	For
JPMorgan	768,631	0	0	For
BlackRock	458,031	0	0	For
John Hancock	241,850	0	0	For
Parnassus	149,570	0	0	For
State Street	141,937	0	0	For
T. Rowe Price	135,691	0	0	For
Invesco	109,616	0	0	For
Charles Schwab	99,862	0	0	For
Jackson National	70,282	0	0	For
TIAA	60,183	0	0	For
Hartford	55,920	0	0	For
SEI	49,798	0	0	For
AMANA MUTUAL FUNDS TRUST	40,000	0	0	For
Waddell & Reed	32,603	0	0	For
Dimensional	32,581	0	0	For
Bridge Builder Trust	31,361	0	0	For
Equitable	28,382	0	0	For
Columbia Threadneedle	25,907	0	0	For
Nationwide	22,904	1,394	0	Mixed
Virtus	20,720	0	0	For
CARILLON SERIES TRUST	20,337	0	0	For
Brighthouse	14,741	0	4,648	Mixed
FENIMORE ASSET MANAGEMENT TRUST	18,265	0	0	For

Showing the 25 largest of 179 asset managers. See all 179 in the interactive database.

3. Elect Director: Earl G. Graves, Jr.

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

90% Majority: yes · of votes cast

FOR 90%

FOR: 13,484,669AGAINST: 1,474,042

Details: description as filed, official tally, votes by 179 asset managers

Description as filed by funds: Election of Directors: Earl G. Graves, Jr.

AUTOZONE INC.’s own tally for this item (“Elect Director: Earl G. Graves, Jr.”): 13,484,669 for, 1,474,042 against, per its Form 8-K filed December 20, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 90% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 179 asset managers below reported 5,630,574 for, 40,769 against, 222 withheld, 5,352 abstained.

FOR

FOR: 5,630,574AGAINST: 40,769ABSTAIN: 5,352WITHHOLD: 222

Largest asset managers voting on “Election of Directors: Earl G. Graves, Jr.” at AUTOZONE INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Vanguard	1,737,964	0	0	0	For
Fidelity	884,844	0	0	0	For
JPMorgan	768,631	0	0	0	For
BlackRock	458,031	0	0	0	For
John Hancock	241,850	0	0	0	For
Parnassus	149,570	0	0	0	For
State Street	141,937	0	0	0	For
T. Rowe Price	135,691	0	0	0	For
Invesco	109,616	0	0	0	For
Charles Schwab	99,862	0	0	0	For
Jackson National	70,282	0	0	0	For
TIAA	60,183	0	0	0	For
Hartford	55,912	8	0	0	For
SEI	49,798	0	0	0	For
AMANA MUTUAL FUNDS TRUST	40,000	0	0	0	For
Waddell & Reed	32,603	0	0	0	For
Dimensional	32,581	0	0	0	For
Bridge Builder Trust	30,713	648	0	0	For
Equitable	27,882	0	500	0	For
Columbia Threadneedle	0	25,907	0	0	Against
Nationwide	22,904	1,394	0	0	Mixed
Virtus	18,295	2,425	0	0	Mixed
CARILLON SERIES TRUST	20,337	0	0	0	For
Brighthouse	14,297	222	4,648	222	Mixed
FENIMORE ASSET MANAGEMENT TRUST	18,265	0	0	0	For

Showing the 25 largest of 179 asset managers. See all 179 in the interactive database.

4. Elect Director: Enderson Guimaraes

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 14,334,570AGAINST: 679,884

Details: description as filed, official tally, votes by 179 asset managers

Description as filed by funds: Election of Directors: Enderson Guimaraes

AUTOZONE INC.’s own tally for this item (“Elect Director: Enderson Guimaraes”): 14,334,570 for, 679,884 against, per its Form 8-K filed December 20, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 179 asset managers below reported 5,664,401 for, 7,867 against, 4,649 abstained.

FOR

FOR: 5,664,401AGAINST: 7,867ABSTAIN: 4,649

Largest asset managers voting on “Election of Directors: Enderson Guimaraes” at AUTOZONE INC., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	1,737,964	0	0	For
Fidelity	884,844	0	0	For
JPMorgan	768,631	0	0	For
BlackRock	458,031	0	0	For
John Hancock	241,850	0	0	For
Parnassus	149,570	0	0	For
State Street	141,937	0	0	For
T. Rowe Price	135,691	0	0	For
Invesco	109,616	0	0	For
Charles Schwab	99,862	0	0	For
Jackson National	70,282	0	0	For
TIAA	60,183	0	0	For
Hartford	55,920	0	0	For
SEI	49,798	0	0	For
AMANA MUTUAL FUNDS TRUST	40,000	0	0	For
Waddell & Reed	32,603	0	0	For
Dimensional	32,581	0	0	For
Bridge Builder Trust	30,713	648	0	For
Equitable	28,382	0	0	For
Columbia Threadneedle	25,907	0	0	For
Nationwide	24,298	0	0	For
Virtus	20,720	0	0	For
CARILLON SERIES TRUST	20,337	0	0	For
Brighthouse	14,741	0	4,648	Mixed
FENIMORE ASSET MANAGEMENT TRUST	18,265	0	0	For

Showing the 25 largest of 179 asset managers. See all 179 in the interactive database.

5. Elect Director: Brian P. Hannasch

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 14,666,670AGAINST: 348,809

Details: description as filed, official tally, votes by 179 asset managers

Description as filed by funds: Election of Directors: Brian P. Hannasch

AUTOZONE INC.’s own tally for this item (“Elect Director: Brian P. Hannasch”): 14,666,670 for, 348,809 against, per its Form 8-K filed December 20, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 179 asset managers below reported 5,630,155 for, 42,225 against, 4,800 abstained.

FOR

FOR: 5,630,155AGAINST: 42,225ABSTAIN: 4,800

Largest asset managers voting on “Election of Directors: Brian P. Hannasch” at AUTOZONE INC., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	1,737,964	0	0	For
Fidelity	884,844	0	0	For
JPMorgan	768,631	0	0	For
BlackRock	458,031	0	0	For
John Hancock	241,850	0	0	For
Parnassus	149,570	0	0	For
State Street	141,937	0	0	For
T. Rowe Price	135,691	0	0	For
Invesco	109,616	0	0	For
Charles Schwab	99,862	0	0	For
Jackson National	70,282	0	0	For
TIAA	60,183	0	0	For
Hartford	55,920	0	0	For
SEI	49,798	0	0	For
AMANA MUTUAL FUNDS TRUST	0	40,000	0	Against
Waddell & Reed	32,603	0	0	For
Dimensional	32,581	0	0	For
Bridge Builder Trust	31,361	0	0	For
Equitable	28,382	0	0	For
Columbia Threadneedle	25,907	0	0	For
Nationwide	22,904	1,394	0	Mixed
Virtus	20,720	0	0	For
CARILLON SERIES TRUST	20,337	0	0	For
Brighthouse	14,741	0	4,648	Mixed
FENIMORE ASSET MANAGEMENT TRUST	18,265	0	0	For

Showing the 25 largest of 179 asset managers. See all 179 in the interactive database.

6. Elect Director: Gale V. King

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 14,598,228AGAINST: 417,727

Details: description as filed, official tally, votes by 179 asset managers

Description as filed by funds: Election of Directors: Gale V. King

AUTOZONE INC.’s own tally for this item (“Elect Director: Gale V. King”): 14,598,228 for, 417,727 against, per its Form 8-K filed December 20, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 179 asset managers below reported 5,669,933 for, 2,183 against, 4,800 abstained.

FOR

FOR: 5,669,933AGAINST: 2,183ABSTAIN: 4,800

Largest asset managers voting on “Election of Directors: Gale V. King” at AUTOZONE INC., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	1,737,964	0	0	For
Fidelity	884,844	0	0	For
JPMorgan	768,631	0	0	For
BlackRock	458,031	0	0	For
John Hancock	241,850	0	0	For
Parnassus	149,570	0	0	For
State Street	141,937	0	0	For
T. Rowe Price	135,691	0	0	For
Invesco	109,616	0	0	For
Charles Schwab	99,862	0	0	For
Jackson National	70,282	0	0	For
TIAA	60,183	0	0	For
Hartford	55,920	0	0	For
SEI	49,798	0	0	For
AMANA MUTUAL FUNDS TRUST	40,000	0	0	For
Waddell & Reed	32,603	0	0	For
Dimensional	32,581	0	0	For
Bridge Builder Trust	31,361	0	0	For
Equitable	28,382	0	0	For
Columbia Threadneedle	25,907	0	0	For
Nationwide	22,904	1,394	0	Mixed
Virtus	20,720	0	0	For
CARILLON SERIES TRUST	20,337	0	0	For
Brighthouse	14,741	0	4,648	Mixed
FENIMORE ASSET MANAGEMENT TRUST	18,265	0	0	For

Showing the 25 largest of 179 asset managers. See all 179 in the interactive database.

7. Elect Director: George R. Mrkonic, Jr.

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

88% Majority: yes · of votes cast

FOR 88%

FOR: 13,104,494AGAINST: 1,855,019

Details: description as filed, official tally, votes by 179 asset managers

Description as filed by funds: Election of Directors: George R. Mrkonic, Jr.

AUTOZONE INC.’s own tally for this item (“Elect Director: George R. Mrkonic, Jr.”): 13,104,494 for, 1,855,019 against, per its Form 8-K filed December 20, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 88% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 179 asset managers below reported 5,634,039 for, 38,003 against, 222 withheld, 4,652 abstained.

FOR

FOR: 5,634,039AGAINST: 38,003ABSTAIN: 4,652WITHHOLD: 222

Largest asset managers voting on “Election of Directors: George R. Mrkonic, Jr.” at AUTOZONE INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Vanguard	1,737,964	0	0	0	For
Fidelity	884,844	0	0	0	For
JPMorgan	768,631	0	0	0	For
BlackRock	458,031	0	0	0	For
John Hancock	241,850	0	0	0	For
Parnassus	149,570	0	0	0	For
State Street	141,937	0	0	0	For
T. Rowe Price	135,691	0	0	0	For
Invesco	109,616	0	0	0	For
Charles Schwab	99,862	0	0	0	For
Jackson National	70,282	0	0	0	For
TIAA	60,183	0	0	0	For
Hartford	55,912	8	0	0	For
SEI	49,798	0	0	0	For
AMANA MUTUAL FUNDS TRUST	40,000	0	0	0	For
Waddell & Reed	32,603	0	0	0	For
Dimensional	32,581	0	0	0	For
Bridge Builder Trust	30,713	648	0	0	For
Equitable	28,382	0	0	0	For
Columbia Threadneedle	0	25,907	0	0	Against
Nationwide	22,904	1,394	0	0	Mixed
Virtus	18,295	2,425	0	0	Mixed
CARILLON SERIES TRUST	20,337	0	0	0	For
Brighthouse	14,297	222	4,648	222	Mixed
FENIMORE ASSET MANAGEMENT TRUST	18,265	0	0	0	For

Showing the 25 largest of 179 asset managers. See all 179 in the interactive database.

8. Elect Director: William C. Rhodes, III

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%

FOR: 13,617,857AGAINST: 1,352,051

Details: description as filed, official tally, votes by 179 asset managers

Description as filed by funds: Election of Directors: William C. Rhodes, III

AUTOZONE INC.’s own tally for this item (“Elect Director: William C. Rhodes, III”): 13,617,857 for, 1,352,051 against, per its Form 8-K filed December 20, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 179 asset managers below reported 5,662,070 for, 9,497 against, 5,349 abstained.

FOR

FOR: 5,662,070AGAINST: 9,497ABSTAIN: 5,349

Largest asset managers voting on “Election of Directors: William C. Rhodes, III” at AUTOZONE INC., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	1,737,964	0	0	For
Fidelity	884,844	0	0	For
JPMorgan	768,631	0	0	For
BlackRock	458,031	0	0	For
John Hancock	241,850	0	0	For
Parnassus	149,570	0	0	For
State Street	141,937	0	0	For
T. Rowe Price	135,691	0	0	For
Invesco	109,616	0	0	For
Charles Schwab	99,862	0	0	For
Jackson National	70,282	0	0	For
TIAA	60,183	0	0	For
Hartford	55,920	0	0	For
SEI	49,798	0	0	For
AMANA MUTUAL FUNDS TRUST	40,000	0	0	For
Waddell & Reed	32,603	0	0	For
Dimensional	32,581	0	0	For
Bridge Builder Trust	31,361	0	0	For
Equitable	27,882	0	500	For
Columbia Threadneedle	25,907	0	0	For
Nationwide	24,298	0	0	For
Virtus	18,295	2,425	0	Mixed
CARILLON SERIES TRUST	20,337	0	0	For
Brighthouse	14,741	0	4,648	Mixed
FENIMORE ASSET MANAGEMENT TRUST	18,265	0	0	For

Showing the 25 largest of 179 asset managers. See all 179 in the interactive database.

9. Elect Director: Jill A. Soltau

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 14,750,983AGAINST: 263,615

Details: description as filed, official tally, votes by 179 asset managers

Description as filed by funds: Election of Directors: Jill A. Soltau

AUTOZONE INC.’s own tally for this item (“Elect Director: Jill A. Soltau”): 14,750,983 for, 263,615 against, per its Form 8-K filed December 20, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 179 asset managers below reported 5,667,447 for, 4,669 against, 4,800 abstained.

FOR

FOR: 5,667,447AGAINST: 4,669ABSTAIN: 4,800

Largest asset managers voting on “Election of Directors: Jill A. Soltau” at AUTOZONE INC., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	1,737,964	0	For
Fidelity	884,844	0	For
JPMorgan	768,631	0	For
BlackRock	458,031	0	For
John Hancock	241,850	0	For
Parnassus	149,570	0	For
State Street	141,937	0	For
T. Rowe Price	135,691	0	For
Invesco	109,616	0	For
Charles Schwab	99,862	0	For
Jackson National	70,282	0	For
TIAA	60,183	0	For
Hartford	55,920	0	For
SEI	49,798	0	For
AMANA MUTUAL FUNDS TRUST	40,000	0	For
Waddell & Reed	32,603	0	For
Dimensional	32,581	0	For
Bridge Builder Trust	31,361	0	For
Equitable	28,382	0	For
Columbia Threadneedle	25,907	0	For
Nationwide	24,298	0	For
Virtus	20,720	0	For
CARILLON SERIES TRUST	20,337	0	For
Brighthouse	14,741	4,648	Mixed
FENIMORE ASSET MANAGEMENT TRUST	18,265	0	For

Showing the 25 largest of 179 asset managers. See all 179 in the interactive database.

10. Elect Director: D. Bryan Jordan

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%

FOR: 14,148,800AGAINST: 865,408

Details: description as filed, official tally, votes by 178 asset managers

Description as filed by funds: Election of Directors: D. Bryan Jordan

AUTOZONE INC.’s own tally for this item (“Elect Director: D. Bryan Jordan”): 14,148,800 for, 865,408 against, per its Form 8-K filed December 20, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 178 asset managers below reported 5,661,148 for, 10,705 against, 4,800 abstained.

FOR

FOR: 5,661,148AGAINST: 10,705ABSTAIN: 4,800

Largest asset managers voting on “Election of Directors: D. Bryan Jordan” at AUTOZONE INC., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	1,737,964	0	For
Fidelity	884,844	0	For
JPMorgan	768,631	0	For
BlackRock	458,031	0	For
John Hancock	241,850	0	For
Parnassus	149,570	0	For
State Street	141,937	0	For
T. Rowe Price	135,691	0	For
Invesco	109,616	0	For
Charles Schwab	99,862	0	For
Jackson National	70,282	0	For
TIAA	60,183	0	For
Hartford	55,920	0	For
SEI	49,798	0	For
AMANA MUTUAL FUNDS TRUST	40,000	0	For
Waddell & Reed	32,603	0	For
Dimensional	32,581	0	For
Bridge Builder Trust	31,361	0	For
Equitable	28,382	0	For
Columbia Threadneedle	25,907	0	For
Nationwide	24,298	0	For
Virtus	20,720	0	For
CARILLON SERIES TRUST	20,337	0	For
Brighthouse	14,741	4,648	Mixed
FENIMORE ASSET MANAGEMENT TRUST	18,265	0	For

Showing the 25 largest of 178 asset managers. See all 178 in the interactive database.

11. 3. On an advisory, non-binding basis, the compensation of AutoZone's named executive officers

Official result Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 24 wordings of this item as funds reported it.

79% Approved · of votes cast

FOR 79%AGAINST

FOR: 11,797,526AGAINST: 3,211,270

Details: description as filed, official tally, votes by 842 asset managers

Description as filed by funds: Approval of an advisory vote on the compensation of named executive officers

AUTOZONE INC.’s own tally for this item (“3. On an advisory, non-binding basis, the compensation of AutoZone's named executive officers”): 11,797,526 for, 3,211,270 against — passed, per its Form 8-K filed December 20, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Company's stockholders approved, on an advisory, non-binding basis, the compensation of AutoZone's named executive officers.”
Support: 79% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of AUTOZONE INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Section 14a Executive Compensation” (14 managers, Fund and manager reports combined; may count the same shares twice; no share total shown).

Fund voting reports: 172 asset managers voting on “Approval of an advisory vote on the compensation of named executive officers” at AUTOZONE INC., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	1,732,088	5,876	0	For
Fidelity	884,844	0	0	For
JPMorgan	768,631	0	0	For
BlackRock	458,031	0	0	For
John Hancock	241,470	380	0	For
Parnassus	0	149,570	0	Against
State Street	141,937	0	0	For
T. Rowe Price	132,611	3,080	0	For
Invesco	0	109,616	0	Against
Charles Schwab	99,862	0	0	For
Jackson National	69,916	366	0	For
TIAA	60,183	0	0	For
Hartford	55,912	8	0	For
SEI	0	49,798	0	Against
AMANA MUTUAL FUNDS TRUST	40,000	0	0	For
Waddell & Reed	32,603	0	0	For
Dimensional	0	32,581	0	Against
Bridge Builder Trust	31,361	0	0	For
Equitable	27,701	681	0	For
Columbia Threadneedle	25,907	0	0	For
Nationwide	22,904	1,394	0	Mixed
Virtus	18,295	2,425	0	Mixed
CARILLON SERIES TRUST	20,337	0	0	For
Brighthouse	14,297	444	4,648	Mixed
FENIMORE ASSET MANAGEMENT TRUST	18,265	0	0	For

Fund voting reports, all 172 managers: 5,262,015 for, 409,774 against, 4,649 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 701 asset managers voting on “Approval of an advisory vote on the compensation of named executive officers” at AUTOZONE INC., 2023-2024
Asset manager	For	Against	Vote
Idaho Trust Bank	1,000,000	0	For
JPMorgan	879,116	0	For
BlackRock	552,181	359	For
Fidelity	521,396	0	For
State Street	466,358	0	For
Fiera Capital Corp	446,626	0	For
GEODE CAPITAL MANAGEMENT, LLC	405,243	0	For
T. Rowe Price	299,296	7,252	For
Wellington	292,411	0	For
RBC Global Asset Management (U.S.)	240,000	0	For
FIRST MANHATTAN CO. LLC.	228,505	0	For
Union Investment Privatfonds GmbH	0	183,487	Against
AllianceBernstein	166,390	0	For
Parnassus	0	161,424	Against
ONTARIO TEACHERS PENSION PLAN BOARD	159,200	0	For
Man Group plc	0	153,230	Against
Robeco Institutional Asset Management B.V.	0	141,938	Against
NORDEA INVESTMENT MANAGEMENT AB	0	138,870	Against
Amundi	0	120,370	Against
Invesco	0	119,423	Against
CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM	0	114,322	Against
Bridgewater	0	113,990	Against
MELLON INVESTMENTS Corp	112,809	0	For
Charles Schwab	103,835	0	For
Northern Trust	102,847	560	For

Institutional-manager reports, all 701 managers: 8,289,393 for, 2,575,076 against, 22 withheld, 2 abstained, 678 not voted, 24,761 1 year. Showing the 25 largest; see all in the interactive database.

12. Advisory vote on the frequency of future advisory votes on named executive officer compensation.

No official match Fund totals may overlapSECTION 14A SAY-ON-PAY VOTES

Combines 8 wordings of this item as funds reported it.

99.9% Fund and manager reports combined; may count the same shares twice · no official result

1 YEAR

Details: votes by 538 asset managers

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports: 138 asset managers voting on “Advisory vote on the frequency of future advisory votes on named executive officer compensation.” at AUTOZONE INC., 2023-2024
Asset manager	Abstain	Vote
Vanguard	0	--
Fidelity	0	--
BlackRock	0	--
Parnassus	0	--
State Street	0	--
T. Rowe Price	0	--
Invesco	0	--
Charles Schwab	0	--
TIAA	0	--
Hartford	0	--
SEI	0	--
Waddell & Reed	0	--
Dimensional	0	--
Equitable	0	--
Columbia Threadneedle	0	--
Nationwide	0	--
Virtus	0	--
Brighthouse	4,648	Abstain
Victory Capital	0	--
FRANKLIN STRATEGIC SERIES	0	--
Allspring	0	--
Prudential/PGIM	0	--
AIG/SunAmerica	0	--
MASTER INVESTMENT PORTFOLIO	0	--
Delaware/Macquarie	0	--

Fund voting reports, all 138 managers: 1,744 for, 0 against, 4,657 abstained, 4,396,505 1 year, 33,441 3 year, 698 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 427 asset managers voting on “Advisory vote on the frequency of future advisory votes on named executive officer compensation.” at AUTOZONE INC., 2023-2024
Asset manager	For	Vote
Idaho Trust Bank	1,000,000	For
BlackRock	0	--
Fidelity	0	--
State Street	0	--
GEODE CAPITAL MANAGEMENT, LLC	0	--
T. Rowe Price	0	--
Wellington	0	--
RBC Global Asset Management (U.S.)	0	--
AllianceBernstein	0	--
Parnassus	0	--
ONTARIO TEACHERS PENSION PLAN BOARD	0	--
Man Group plc	0	--
Robeco Institutional Asset Management B.V.	0	--
Amundi	0	--
Invesco	0	--
CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM	0	--
Bridgewater	0	--
MELLON INVESTMENTS Corp	0	--
Charles Schwab	0	Not Voted
Legal & General Investment Management Ltd	0	--
BLS CAPITAL FONDSMAEGLERSELSKAB A/S	0	--
John Hancock	0	--
Vanguard	0	--
CANADA PENSION PLAN INVESTMENT BOARD	0	--
PARAMETRIC PORTFOLIO ASSOCIATES LLC	0	--

Institutional-manager reports, all 427 managers: 1,035,655 for, 1,487 abstained, 449 not voted, 7,219,245 1 year, 9,262 3 year, 3,446 2 year, 1,017 unknown. Showing the 25 largest; see all in the interactive database.

13. Approval vote on the frequency of future advisory votes on named executive officer compensation

No official match Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESSECTION 14A SAY-ON-PAY VOTES

Combines 4 wordings of this item as funds reported it.

99.5% Fund and manager reports combined; may count the same shares twice · no official result

1 YEAR

Details: votes by 270 asset managers

Fund voting reports: 37 asset managers voting on “Approval vote on the frequency of future advisory votes on named executive officer compensation” at AUTOZONE INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
JPMorgan	0	0	0	0	--
John Hancock	0	0	0	0	--
Jackson National	0	0	0	0	--
AMANA MUTUAL FUNDS TRUST	0	0	0	0	--
Bridge Builder Trust	0	0	0	0	--
CARILLON SERIES TRUST	0	0	0	0	--
FENIMORE ASSET MANAGEMENT TRUST	0	0	0	0	--
ETF Series Solutions	0	0	0	0	--
RBC FUNDS TRUST	0	0	0	0	--
Guardian Variable Products Trust	0	0	0	0	--
Wall Street EWM Funds Trust	0	0	0	0	--
CANTOR SELECT PORTFOLIOS TRUST	0	0	0	0	--
Natixis	0	0	0	0	--
Lincoln Financial	0	0	0	0	--
EA Series Trust	0	0	0	0	--
Allianz	0	0	0	0	--
Pacer Funds Trust	0	0	0	0	--
GPS Funds I	0	0	0	0	--
Securian Funds Trust	0	0	0	0	--
PROFESSIONALLY MANAGED PORTFOLIOS	0	0	0	0	--
Amplify ETF Trust	0	0	0	0	--
Tidal ETF Trust	0	0	0	0	--
TrimTabs ETF Trust	0	0	0	0	--
REYNOLDS FUNDS INC	0	0	0	0	--
Brighthouse	0	0	0	0	--

Fund voting reports, all 37 managers: 53 for, 1,232,899 1 year, 1,324 3 year. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 228 asset managers voting on “Approval vote on the frequency of future advisory votes on named executive officer compensation” at AUTOZONE INC., 2023-2024
Asset manager	For	Vote
FIRST MANHATTAN CO. LLC.	0	--
Northern Trust	0	--
Evercore Wealth Management, LLC	0	--
NEW SOUTH CAPITAL MANAGEMENT INC	0	--
CAISSE DE DEPOT ET PLACEMENT DU QUEBEC	0	--
Ensign Peak Advisors, Inc	0	--
JPMorgan	2,853	For
PNC BANK, NATIONAL ASSOCIATION	0	--
ENVESTNET ASSET MANAGEMENT INC	0	--
RAYMOND JAMES & ASSOCIATES	0	--
FENIMORE ASSET MANAGEMENT INC	0	--
Natixis	0	--
Korea Investment CORP	0	--
Petrus Trust Company, LTA	0	--
Retirement Systems of Alabama	0	--
Corient Private Wealth LLC	0	--
Candlestick Capital Management LP	0	--
Treasurer of the State of North Carolina	0	--
WEDGE CAPITAL MANAGEMENT L L P/NC	0	--
LAWSON KROEKER INVESTMENT MANAGEMENT INC/NE	0	--
BROWN BROTHERS HARRIMAN & CO	0	--
PRIVATE MANAGEMENT GROUP INC	0	--
COMMERCE BANK	0	--
Shellback Capital, LP	0	--
ISTHMUS PARTNERS, LLC	0	--

Institutional-manager reports, all 228 managers: 4,953 for, 3 against, 22 withheld, 880,455 1 year, 46,557 3 year, 25 2 year, 25 unknown. Showing the 25 largest; see all in the interactive database.

14. 2. The appointment of Ernst & Young LLP as AutoZone's independent registered public accounting firm for the 2024 fiscal…

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 9 wordings of this item as funds reported it.

92% Approved · of votes cast

FOR 92%

FOR: 14,766,133AGAINST: 1,197,606

Details: description as filed, official tally, votes by 182 asset managers

Description as filed by funds: Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2024 fiscal year.

AUTOZONE INC.’s own tally for this item (“2. The appointment of Ernst & Young LLP as AutoZone's independent registered public accounting firm for the 2024 fiscal year”): 14,766,133 for, 1,197,606 against — passed, per its Form 8-K filed December 20, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Company's stockholders ratified the appointment of Ernst & Young LLP as AutoZone's independent registered public accounting firm for the 2024 fiscal year.”
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 182 asset managers below reported 5,663,282 for, 13,279 against, 4,648 abstained.

FOR

FOR: 5,663,282AGAINST: 13,279ABSTAIN: 4,648

Largest asset managers voting on “Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for ” at AUTOZONE INC., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	1,737,964	0	0	For
Fidelity	884,844	0	0	For
JPMorgan	768,631	0	0	For
BlackRock	458,031	0	0	For
John Hancock	241,850	0	0	For
Parnassus	149,570	0	0	For
State Street	141,937	0	0	For
T. Rowe Price	135,691	0	0	For
Invesco	109,616	0	0	For
Charles Schwab	99,862	0	0	For
Jackson National	70,282	0	0	For
TIAA	60,183	0	0	For
Hartford	55,912	8	0	For
SEI	49,798	0	0	For
AMANA MUTUAL FUNDS TRUST	40,000	0	0	For
Waddell & Reed	32,603	0	0	For
Dimensional	32,581	0	0	For
Bridge Builder Trust	31,361	0	0	For
Equitable	27,882	500	0	For
Columbia Threadneedle	25,907	0	0	For
Nationwide	22,904	1,394	0	Mixed
Virtus	18,295	2,425	0	Mixed
CARILLON SERIES TRUST	20,337	0	0	For
Brighthouse	14,297	444	4,648	Mixed
FENIMORE ASSET MANAGEMENT TRUST	18,265	0	0	For

Showing the 25 largest of 182 asset managers. See all 182 in the interactive database.

Not shown here: this season’s fund filings also report 1 item from the meeting of December 18, 2024, which belongs to the 2024-2025 season. A meeting outside this season’s July 1 to June 30 window is not counted in this page’s items or in its totals of asset managers and fund votes.

Largest AUTOZONE INC. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 17,291,904 shares outstanding at the time of that meeting.

Fund voting reports: top AUTOZONE INC. shareholders by shares voted on “Approval of an advisory vote on the compensation of named executive officers”, 2023-2024
#	Asset manager	% of shares outstanding
1	Vanguard	10.05%
2	Fidelity	5.12%
3	JPMorgan	4.45%
4	BlackRock	2.65%
5	John Hancock	1.40%
6	Parnassus	0.86%
7	State Street	0.82%
8	T. Rowe Price	0.78%
9	Invesco	0.63%
10	Charles Schwab	0.58%

Institutional-manager reports: top AUTOZONE INC. shareholders by shares voted on “Approval of an advisory vote on the compensation of named executive officers”, 2023-2024
#	Asset manager	% of shares outstanding
1	Idaho Trust Bank	5.78%
2	JPMorgan	5.08%
3	BlackRock	3.20%
4	Fidelity	3.02%
5	State Street	2.70%
6	Fiera Capital Corp	2.58%
7	GEODE CAPITAL MANAGEMENT, LLC	2.34%
8	T. Rowe Price	1.77%
9	Wellington	1.69%
10	RBC Global Asset Management (U.S.)	1.39%

Reported AUTOZONE INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

AUTOZONE INC. holdings and ownership disclosed for the 2023-2024 proxy season
Holder	% outstanding	Disclosure
Vanguard Group	10.40%	13F
BlackRock	7.35%	13F
State Street	4.20%	13F
JPMorgan Chase	3.09%	13F
Morgan Stanley	2.42%	13F
Geode Capital	2.33%	13F
FMR (Fidelity)	1.84%	13F
Wellington Management	1.66%	13F
Norges Bank	1.55%	13F
T. Rowe Price	1.23%	13F

Percentages above are of 17,291,904 shares outstanding, as reported by AUTOZONE INC. on its Form 10-Q dated December 11, 2023 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from AUTOZONE INC.’s 10-Q dated December 11, 2023. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At AUTOZONE INC.'s shareholder meeting held December 20, 2023, in the 2023-2024 proxy season, 879 asset managers reported how they voted in their SEC Form N-PX filings, covering 13,289 separate fund positions. Their filings are grouped here into 14 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — Approval of an advisory vote on the compensation of named executive officers — AUTOZONE INC.'s filing reports the proposal as approved, with 79% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: AUTOZONE INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on December 20, 2023.

AUTOZONE INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.