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Compiled from SEC Form N-PX filings and AUTOZONE INC.’s Form 8-K, filed December 20, 2024 (Item 5.07 on EDGAR). Page generated October 14, 2026.
Meeting of December 18, 2024: 13 items on AUTOZONE INC.’s Form 8-K, filed December 20, 2024: 3 approved · 1 not approved · 9 without a stated outcome.
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
Explore AUTOZONE INC. in the interactive database Compare manager voting policies
These tallies are AUTOZONE INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed December 20, 2024 (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.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Philip B. Daniele, III | 13,787,507 | 415,292 | 20,084 | -- | 934,793 | 97% | Not verified | — |
| Elect Director: Michael A. George | 14,108,923 | 91,814 | 22,146 | -- | 934,793 | 99.3% | Not verified | — |
| Elect Director: Linda A. Goodspeed | 13,441,261 | 759,612 | 22,010 | -- | 934,793 | 95% | Not verified | — |
| Elect Director: Earl G. Graves, Jr. | 12,814,298 | 1,384,027 | 24,558 | -- | 934,793 | 90% | Not verified | — |
| Elect Director: Brian P. Hannasch | 14,029,853 | 170,014 | 23,016 | -- | 934,793 | 99% | Not verified | — |
| Elect Director: Gale V. King | 14,055,219 | 145,024 | 22,640 | -- | 934,793 | 99% | Not verified | — |
| Elect Director: George R. Mrkonic, Jr. | 13,164,342 | 1,036,131 | 22,410 | -- | 934,793 | 93% | Not verified | — |
| Elect Director: William C. Rhodes, III | 13,332,045 | 870,926 | 19,912 | -- | 934,793 | 94% | Not verified | — |
| Elect Director: Jill A. Soltau | 13,534,228 | 666,065 | 22,590 | -- | 934,793 | 95% | Not verified | — |
| 2. The appointment of Ernst & Young LLP as AutoZone's independent registered public accounting firm for the 2025 fiscal year | 13,823,846 | 1,312,942 | 20,888 | -- | -- | 91% | Approved | — |
| 3. On an advisory, non-binding basis, the compensation of AutoZone's named executive officers | 12,708,684 | 1,474,939 | 39,260 | -- | 934,793 | 90% | Approved | — |
| 4. On an advisory, non-binding basis, a reduction in the ownership threshold to call a special meeting of shareholders to 25% | 12,792,060 | 1,415,799 | 15,024 | -- | 934,793 | 90% | Approved | — |
| 5. (Shareholder Proposal) | 6,313,259 | 7,889,327 | 20,297 | -- | 934,793 | 44% | Not approved | — |
Source: AUTOZONE INC., Form 8-K, filed with the SEC on December 20, 2024 — read the filing on EDGAR.
Each item below shows how the 882 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.
Combines 6 wordings of this item as funds reported it.
97% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Philip B. Daniele, III
AUTOZONE INC.’s own tally for this item (“Elect Director: Philip B. Daniele, III”): 13,787,507 for, 415,292 against, per its Form 8-K filed December 20, 2024 (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 169 asset managers below reported 4,866,260 for, 1,394 against, 3,515 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,693,430 | 0 | 0 | 0 | For |
| Fidelity | 578,424 | 0 | 0 | 0 | For |
| BlackRock | 444,734 | 0 | 0 | 0 | For |
| JPMorgan | 416,468 | 0 | 0 | 0 | For |
| Parnassus | 238,252 | 0 | 0 | 0 | For |
| John Hancock | 201,984 | 0 | 0 | 0 | For |
| State Street | 145,429 | 4 | 0 | 0 | For |
| T. Rowe Price | 123,409 | 0 | 0 | 0 | For |
| Charles Schwab | 105,217 | 0 | 0 | 0 | For |
| Jackson National | 59,104 | 0 | 0 | 0 | For |
| Invesco | 56,707 | 0 | 0 | 0 | For |
| Hartford | 48,540 | 0 | 0 | 0 | For |
| TIAA | 42,662 | 0 | 0 | 0 | For |
| AMANA MUTUAL FUNDS TRUST | 40,000 | 0 | 0 | 0 | For |
| SEI | 37,001 | 0 | 0 | 0 | For |
| Dimensional | 31,620 | 0 | 0 | 0 | For |
| Ultimus Managers Trust | 28,712 | 0 | 0 | 0 | For |
| Waddell & Reed | 27,917 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 27,004 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 25,632 | 560 | 0 | 0 | For |
| Equitable | 22,353 | 0 | 0 | 0 | For |
| FRANKLIN STRATEGIC SERIES | 18,878 | 0 | 0 | 0 | For |
| Prudential/PGIM | 18,589 | 0 | 0 | 0 | For |
| FENIMORE ASSET MANAGEMENT TRUST | 18,265 | 0 | 0 | 0 | For |
| Pacific Life | 17,817 | 0 | 0 | 0 | For |
Showing the 25 largest of 169 asset managers. See all 169 in the interactive database.
Combines 6 wordings of this item as funds reported it.
99.3% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Michael A. George
AUTOZONE INC.’s own tally for this item (“Elect Director: Michael A. George”): 14,108,923 for, 91,814 against, per its Form 8-K filed December 20, 2024 (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 169 asset managers below reported 4,867,577 for, 77 against, 3,515 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,693,430 | 0 | 0 | 0 | For |
| Fidelity | 578,424 | 0 | 0 | 0 | For |
| BlackRock | 444,734 | 0 | 0 | 0 | For |
| JPMorgan | 416,468 | 0 | 0 | 0 | For |
| Parnassus | 238,252 | 0 | 0 | 0 | For |
| John Hancock | 201,984 | 0 | 0 | 0 | For |
| State Street | 145,427 | 6 | 0 | 0 | For |
| T. Rowe Price | 123,409 | 0 | 0 | 0 | For |
| Charles Schwab | 105,217 | 0 | 0 | 0 | For |
| Jackson National | 59,104 | 0 | 0 | 0 | For |
| Invesco | 56,707 | 0 | 0 | 0 | For |
| Hartford | 48,540 | 0 | 0 | 0 | For |
| TIAA | 42,662 | 0 | 0 | 0 | For |
| AMANA MUTUAL FUNDS TRUST | 40,000 | 0 | 0 | 0 | For |
| SEI | 37,001 | 0 | 0 | 0 | For |
| Dimensional | 31,620 | 0 | 0 | 0 | For |
| Ultimus Managers Trust | 28,712 | 0 | 0 | 0 | For |
| Waddell & Reed | 27,917 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 27,004 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 26,192 | 0 | 0 | 0 | For |
| Equitable | 22,353 | 0 | 0 | 0 | For |
| FRANKLIN STRATEGIC SERIES | 18,878 | 0 | 0 | 0 | For |
| Prudential/PGIM | 18,589 | 0 | 0 | 0 | For |
| FENIMORE ASSET MANAGEMENT TRUST | 18,265 | 0 | 0 | 0 | For |
| Pacific Life | 17,817 | 0 | 0 | 0 | For |
Showing the 25 largest of 169 asset managers. See all 169 in the interactive database.
Combines 6 wordings of this item as funds reported it.
95% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Linda A. Goodspeed
AUTOZONE INC.’s own tally for this item (“Elect Director: Linda A. Goodspeed”): 13,441,261 for, 759,612 against, per its Form 8-K filed December 20, 2024 (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 169 asset managers below reported 4,865,813 for, 1,858 against, 3,498 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,693,430 | 0 | 0 | 0 | For |
| Fidelity | 578,424 | 0 | 0 | 0 | For |
| BlackRock | 444,734 | 0 | 0 | 0 | For |
| JPMorgan | 416,468 | 0 | 0 | 0 | For |
| Parnassus | 238,252 | 0 | 0 | 0 | For |
| John Hancock | 201,984 | 0 | 0 | 0 | For |
| State Street | 145,422 | 11 | 0 | 0 | For |
| T. Rowe Price | 123,409 | 0 | 0 | 0 | For |
| Charles Schwab | 105,217 | 0 | 0 | 0 | For |
| Jackson National | 59,104 | 0 | 0 | 0 | For |
| Invesco | 56,707 | 0 | 0 | 0 | For |
| Hartford | 48,540 | 0 | 0 | 0 | For |
| TIAA | 42,662 | 0 | 0 | 0 | For |
| AMANA MUTUAL FUNDS TRUST | 40,000 | 0 | 0 | 0 | For |
| SEI | 37,001 | 0 | 0 | 0 | For |
| Dimensional | 31,620 | 0 | 0 | 0 | For |
| Ultimus Managers Trust | 28,712 | 0 | 0 | 0 | For |
| Waddell & Reed | 27,917 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 27,004 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 25,632 | 560 | 0 | 0 | For |
| Equitable | 22,353 | 0 | 0 | 0 | For |
| FRANKLIN STRATEGIC SERIES | 18,878 | 0 | 0 | 0 | For |
| Prudential/PGIM | 18,589 | 0 | 0 | 0 | For |
| FENIMORE ASSET MANAGEMENT TRUST | 18,265 | 0 | 0 | 0 | For |
| Pacific Life | 17,817 | 0 | 0 | 0 | For |
Showing the 25 largest of 169 asset managers. See all 169 in the interactive database.
Combines 6 wordings of this item as funds reported it.
90% Majority: yes · of votes cast
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.”): 12,814,298 for, 1,384,027 against, per its Form 8-K filed December 20, 2024 (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 169 asset managers below reported 4,614,348 for, 253,323 against, 3,498 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,693,430 | 0 | 0 | 0 | For |
| Fidelity | 578,424 | 0 | 0 | 0 | For |
| BlackRock | 444,734 | 0 | 0 | 0 | For |
| JPMorgan | 416,468 | 0 | 0 | 0 | For |
| Parnassus | 0 | 238,252 | 0 | 0 | Against |
| John Hancock | 201,443 | 541 | 0 | 0 | For |
| State Street | 145,413 | 20 | 0 | 0 | For |
| T. Rowe Price | 123,409 | 0 | 0 | 0 | For |
| Charles Schwab | 105,217 | 0 | 0 | 0 | For |
| Jackson National | 59,104 | 0 | 0 | 0 | For |
| Invesco | 56,707 | 0 | 0 | 0 | For |
| Hartford | 48,540 | 0 | 0 | 0 | For |
| TIAA | 42,662 | 0 | 0 | 0 | For |
| AMANA MUTUAL FUNDS TRUST | 40,000 | 0 | 0 | 0 | For |
| SEI | 37,001 | 0 | 0 | 0 | For |
| Dimensional | 31,620 | 0 | 0 | 0 | For |
| Ultimus Managers Trust | 28,712 | 0 | 0 | 0 | For |
| Waddell & Reed | 27,917 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 27,004 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 25,632 | 560 | 0 | 0 | For |
| Equitable | 22,353 | 0 | 0 | 0 | For |
| FRANKLIN STRATEGIC SERIES | 18,878 | 0 | 0 | 0 | For |
| Prudential/PGIM | 18,589 | 0 | 0 | 0 | For |
| FENIMORE ASSET MANAGEMENT TRUST | 18,265 | 0 | 0 | 0 | For |
| Pacific Life | 17,817 | 0 | 0 | 0 | For |
Showing the 25 largest of 169 asset managers. See all 169 in the interactive database.
Combines 6 wordings of this item as funds reported it.
99% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Brian P. Hannasch
AUTOZONE INC.’s own tally for this item (“Elect Director: Brian P. Hannasch”): 14,029,853 for, 170,014 against, per its Form 8-K filed December 20, 2024 (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% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 169 asset managers below reported 4,866,599 for, 454 against, 4,116 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,693,430 | 0 | 0 | 0 | For |
| Fidelity | 578,424 | 0 | 0 | 0 | For |
| BlackRock | 444,734 | 0 | 0 | 0 | For |
| JPMorgan | 416,468 | 0 | 0 | 0 | For |
| Parnassus | 238,252 | 0 | 0 | 0 | For |
| John Hancock | 201,984 | 0 | 0 | 0 | For |
| State Street | 145,427 | 6 | 0 | 0 | For |
| T. Rowe Price | 123,409 | 0 | 0 | 0 | For |
| Charles Schwab | 105,217 | 0 | 0 | 0 | For |
| Jackson National | 59,104 | 0 | 0 | 0 | For |
| Invesco | 56,707 | 0 | 0 | 0 | For |
| Hartford | 48,540 | 0 | 0 | 0 | For |
| TIAA | 42,662 | 0 | 0 | 0 | For |
| AMANA MUTUAL FUNDS TRUST | 40,000 | 0 | 0 | 0 | For |
| SEI | 37,001 | 0 | 0 | 0 | For |
| Dimensional | 31,620 | 0 | 0 | 0 | For |
| Ultimus Managers Trust | 28,712 | 0 | 0 | 0 | For |
| Waddell & Reed | 27,917 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 27,004 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 26,192 | 0 | 0 | 0 | For |
| Equitable | 22,353 | 0 | 0 | 0 | For |
| FRANKLIN STRATEGIC SERIES | 18,878 | 0 | 0 | 0 | For |
| Prudential/PGIM | 18,589 | 0 | 0 | 0 | For |
| FENIMORE ASSET MANAGEMENT TRUST | 18,265 | 0 | 0 | 0 | For |
| Pacific Life | 17,817 | 0 | 0 | 0 | For |
Showing the 25 largest of 169 asset managers. See all 169 in the interactive database.
Combines 6 wordings of this item as funds reported it.
99% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Gale V. King
AUTOZONE INC.’s own tally for this item (“Elect Director: Gale V. King”): 14,055,219 for, 145,024 against, per its Form 8-K filed December 20, 2024 (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% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 169 asset managers below reported 4,866,600 for, 453 against, 4,116 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,693,430 | 0 | 0 | 0 | For |
| Fidelity | 578,424 | 0 | 0 | 0 | For |
| BlackRock | 444,734 | 0 | 0 | 0 | For |
| JPMorgan | 416,468 | 0 | 0 | 0 | For |
| Parnassus | 238,252 | 0 | 0 | 0 | For |
| John Hancock | 201,984 | 0 | 0 | 0 | For |
| State Street | 145,427 | 6 | 0 | 0 | For |
| T. Rowe Price | 123,409 | 0 | 0 | 0 | For |
| Charles Schwab | 105,217 | 0 | 0 | 0 | For |
| Jackson National | 59,104 | 0 | 0 | 0 | For |
| Invesco | 56,707 | 0 | 0 | 0 | For |
| Hartford | 48,540 | 0 | 0 | 0 | For |
| TIAA | 42,662 | 0 | 0 | 0 | For |
| AMANA MUTUAL FUNDS TRUST | 40,000 | 0 | 0 | 0 | For |
| SEI | 37,001 | 0 | 0 | 0 | For |
| Dimensional | 31,620 | 0 | 0 | 0 | For |
| Ultimus Managers Trust | 28,712 | 0 | 0 | 0 | For |
| Waddell & Reed | 27,917 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 27,004 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 26,192 | 0 | 0 | 0 | For |
| Equitable | 22,353 | 0 | 0 | 0 | For |
| FRANKLIN STRATEGIC SERIES | 18,878 | 0 | 0 | 0 | For |
| Prudential/PGIM | 18,589 | 0 | 0 | 0 | For |
| FENIMORE ASSET MANAGEMENT TRUST | 18,265 | 0 | 0 | 0 | For |
| Pacific Life | 17,817 | 0 | 0 | 0 | For |
Showing the 25 largest of 169 asset managers. See all 169 in the interactive database.
Combines 6 wordings of this item as funds reported it.
93% Majority: yes · of votes cast
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.”): 13,164,342 for, 1,036,131 against, per its Form 8-K filed December 20, 2024 (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: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 169 asset managers below reported 4,863,957 for, 3,714 against, 3,498 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,693,430 | 0 | 0 | 0 | For |
| Fidelity | 578,424 | 0 | 0 | 0 | For |
| BlackRock | 444,734 | 0 | 0 | 0 | For |
| JPMorgan | 416,468 | 0 | 0 | 0 | For |
| Parnassus | 238,252 | 0 | 0 | 0 | For |
| John Hancock | 201,984 | 0 | 0 | 0 | For |
| State Street | 145,422 | 11 | 0 | 0 | For |
| T. Rowe Price | 123,409 | 0 | 0 | 0 | For |
| Charles Schwab | 105,217 | 0 | 0 | 0 | For |
| Jackson National | 59,104 | 0 | 0 | 0 | For |
| Invesco | 56,707 | 0 | 0 | 0 | For |
| Hartford | 48,540 | 0 | 0 | 0 | For |
| TIAA | 42,662 | 0 | 0 | 0 | For |
| AMANA MUTUAL FUNDS TRUST | 40,000 | 0 | 0 | 0 | For |
| SEI | 37,001 | 0 | 0 | 0 | For |
| Dimensional | 31,620 | 0 | 0 | 0 | For |
| Ultimus Managers Trust | 28,712 | 0 | 0 | 0 | For |
| Waddell & Reed | 27,917 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 27,004 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 25,632 | 560 | 0 | 0 | For |
| Equitable | 22,353 | 0 | 0 | 0 | For |
| FRANKLIN STRATEGIC SERIES | 18,878 | 0 | 0 | 0 | For |
| Prudential/PGIM | 18,589 | 0 | 0 | 0 | For |
| FENIMORE ASSET MANAGEMENT TRUST | 18,265 | 0 | 0 | 0 | For |
| Pacific Life | 17,817 | 0 | 0 | 0 | For |
Showing the 25 largest of 169 asset managers. See all 169 in the interactive database.
Combines 6 wordings of this item as funds reported it.
94% Majority: yes · of votes cast
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”): 13,332,045 for, 870,926 against, per its Form 8-K filed December 20, 2024 (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 169 asset managers below reported 4,854,602 for, 13,052 against, 3,515 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,693,430 | 0 | 0 | 0 | For |
| Fidelity | 578,424 | 0 | 0 | 0 | For |
| BlackRock | 444,734 | 0 | 0 | 0 | For |
| JPMorgan | 416,468 | 0 | 0 | 0 | For |
| Parnassus | 238,252 | 0 | 0 | 0 | For |
| John Hancock | 201,443 | 541 | 0 | 0 | For |
| State Street | 145,422 | 11 | 0 | 0 | For |
| T. Rowe Price | 123,409 | 0 | 0 | 0 | For |
| Charles Schwab | 105,217 | 0 | 0 | 0 | For |
| Jackson National | 59,104 | 0 | 0 | 0 | For |
| Invesco | 56,707 | 0 | 0 | 0 | For |
| Hartford | 48,540 | 0 | 0 | 0 | For |
| TIAA | 42,662 | 0 | 0 | 0 | For |
| AMANA MUTUAL FUNDS TRUST | 40,000 | 0 | 0 | 0 | For |
| SEI | 36,957 | 44 | 0 | 0 | For |
| Dimensional | 31,620 | 0 | 0 | 0 | For |
| Ultimus Managers Trust | 28,712 | 0 | 0 | 0 | For |
| Waddell & Reed | 27,917 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 27,004 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 25,632 | 560 | 0 | 0 | For |
| Equitable | 21,853 | 500 | 0 | 0 | For |
| FRANKLIN STRATEGIC SERIES | 18,878 | 0 | 0 | 0 | For |
| Prudential/PGIM | 18,589 | 0 | 0 | 0 | For |
| FENIMORE ASSET MANAGEMENT TRUST | 18,265 | 0 | 0 | 0 | For |
| Pacific Life | 17,817 | 0 | 0 | 0 | For |
Showing the 25 largest of 169 asset managers. See all 169 in the interactive database.
Combines 6 wordings of this item as funds reported it.
95% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Jill A. Soltau
AUTOZONE INC.’s own tally for this item (“Elect Director: Jill A. Soltau”): 13,534,228 for, 666,065 against, per its Form 8-K filed December 20, 2024 (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 169 asset managers below reported 4,620,623 for, 246,413 against, 4,133 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,693,430 | 0 | 0 | 0 | For |
| Fidelity | 578,424 | 0 | 0 | 0 | For |
| BlackRock | 444,734 | 0 | 0 | 0 | For |
| JPMorgan | 416,468 | 0 | 0 | 0 | For |
| Parnassus | 0 | 238,252 | 0 | 0 | Against |
| John Hancock | 201,443 | 541 | 0 | 0 | For |
| State Street | 145,417 | 16 | 0 | 0 | For |
| T. Rowe Price | 123,409 | 0 | 0 | 0 | For |
| Charles Schwab | 105,217 | 0 | 0 | 0 | For |
| Jackson National | 59,104 | 0 | 0 | 0 | For |
| Invesco | 56,707 | 0 | 0 | 0 | For |
| Hartford | 48,540 | 0 | 0 | 0 | For |
| TIAA | 42,662 | 0 | 0 | 0 | For |
| AMANA MUTUAL FUNDS TRUST | 40,000 | 0 | 0 | 0 | For |
| SEI | 37,001 | 0 | 0 | 0 | For |
| Dimensional | 31,620 | 0 | 0 | 0 | For |
| Ultimus Managers Trust | 28,712 | 0 | 0 | 0 | For |
| Waddell & Reed | 27,917 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 27,004 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 26,192 | 0 | 0 | 0 | For |
| Equitable | 22,353 | 0 | 0 | 0 | For |
| FRANKLIN STRATEGIC SERIES | 18,878 | 0 | 0 | 0 | For |
| Prudential/PGIM | 18,589 | 0 | 0 | 0 | For |
| FENIMORE ASSET MANAGEMENT TRUST | 18,265 | 0 | 0 | 0 | For |
| Pacific Life | 17,817 | 0 | 0 | 0 | For |
Showing the 25 largest of 169 asset managers. See all 169 in the interactive database.
Combines 7 wordings of this item as funds reported it.
90% Approved · of votes cast
Description as filed by funds: Approval of an advisory vote on reducing the ownership threshold to call a special meeting of shareholders
AUTOZONE INC.’s own tally for this item (“4. On an advisory, non-binding basis, a reduction in the ownership threshold to call a special meeting of shareholders to 25%”): 12,792,060 for, 1,415,799 against — passed, per its Form 8-K filed December 20, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The Company's shareholders approved, on an advisory, non-binding basis, a reduction in the ownership threshold to call a special meeting of shareholders to 25%.”
Support: 90% 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: “Provide Right to Call a Special Meeting at a 10 Percent Ownership Threshold” (7 managers, Fund and manager reports combined; may count the same shares twice; no share total shown).
The 171 asset managers below reported 4,685,630 for, 182,048 against, 3,515 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,687,554 | 5,876 | 0 | 0 | For |
| Fidelity | 578,424 | 0 | 0 | 0 | For |
| BlackRock | 444,734 | 0 | 0 | 0 | For |
| JPMorgan | 416,468 | 0 | 0 | 0 | For |
| Parnassus | 238,252 | 0 | 0 | 0 | For |
| John Hancock | 201,984 | 0 | 0 | 0 | For |
| State Street | 145,433 | 0 | 0 | 0 | For |
| T. Rowe Price | 123,409 | 0 | 0 | 0 | For |
| Charles Schwab | 105,217 | 0 | 0 | 0 | For |
| Jackson National | 59,104 | 0 | 0 | 0 | For |
| Invesco | 56,707 | 0 | 0 | 0 | For |
| Hartford | 12 | 48,528 | 0 | 0 | Against |
| TIAA | 42,662 | 0 | 0 | 0 | For |
| AMANA MUTUAL FUNDS TRUST | 40,000 | 0 | 0 | 0 | For |
| SEI | 44 | 36,957 | 0 | 0 | Against |
| Dimensional | 31,620 | 0 | 0 | 0 | For |
| Ultimus Managers Trust | 28,712 | 0 | 0 | 0 | For |
| Waddell & Reed | 27,917 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 27,004 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 26,192 | 0 | 0 | 0 | For |
| Equitable | 22,353 | 0 | 0 | 0 | For |
| FRANKLIN STRATEGIC SERIES | 0 | 18,878 | 0 | 0 | Against |
| Prudential/PGIM | 18,589 | 0 | 0 | 0 | For |
| FENIMORE ASSET MANAGEMENT TRUST | 0 | 18,265 | 0 | 0 | Against |
| Pacific Life | 17,817 | 0 | 0 | 0 | For |
Showing the 25 largest of 171 asset managers. See all 171 in the interactive database.
Combines 17 wordings of this item as funds reported it.
90% Approved · of votes cast
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”): 12,708,684 for, 1,474,939 against — passed, per its Form 8-K filed December 20, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The Company's shareholders approved, on an advisory, non-binding basis, the compensation of AutoZone's named executive officers.”
Support: 90% 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, 1,964 for, 7,259 against, 450 abstained, 35 unknown); “ADVISORY VOTE ON EXECUTIVE COMPENSATION - "SAY-ON-PAY"” (2 managers, 19 for); “Say on pay” (2 managers, 108 for).
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).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,693,430 | 0 | 0 | 0 | For |
| Fidelity | 578,424 | 0 | 0 | 0 | For |
| BlackRock | 444,734 | 0 | 0 | 0 | For |
| JPMorgan | 416,468 | 0 | 0 | 0 | For |
| Parnassus | 238,252 | 0 | 0 | 0 | For |
| John Hancock | 201,443 | 541 | 0 | 0 | For |
| State Street | 145,433 | 0 | 0 | 0 | For |
| T. Rowe Price | 123,409 | 0 | 0 | 0 | For |
| Charles Schwab | 105,217 | 0 | 0 | 0 | For |
| Jackson National | 59,104 | 0 | 0 | 0 | For |
| Invesco | 0 | 56,707 | 0 | 0 | Against |
| Hartford | 48,540 | 0 | 0 | 0 | For |
| TIAA | 42,662 | 0 | 0 | 0 | For |
| AMANA MUTUAL FUNDS TRUST | 0 | 40,000 | 0 | 0 | Against |
| SEI | 37,001 | 0 | 0 | 0 | For |
| Dimensional | 31,620 | 0 | 0 | 0 | For |
| Ultimus Managers Trust | 28,712 | 0 | 0 | 0 | For |
| Waddell & Reed | 27,917 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 27,004 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 26,192 | 0 | 0 | 0 | For |
| Equitable | 21,763 | 590 | 0 | 0 | For |
| FRANKLIN STRATEGIC SERIES | 18,878 | 0 | 0 | 0 | For |
| Prudential/PGIM | 18,589 | 0 | 0 | 0 | For |
| FENIMORE ASSET MANAGEMENT TRUST | 18,265 | 0 | 0 | 0 | For |
| Pacific Life | 17,817 | 0 | 0 | 0 | For |
Fund voting reports, all 162 managers: 4,729,223 for, 116,070 against, 3,499 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| JPMorgan | 1,163,866 | 0 | 0 | 0 | For |
| BlackRock | 530,874 | 145 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 424,313 | 0 | 0 | 0 | For |
| State Street | 409,264 | 0 | 0 | 0 | For |
| Fiera Capital Corp | 375,726 | 0 | 0 | 0 | For |
| T. Rowe Price | 325,124 | 0 | 0 | 0 | For |
| Parnassus | 263,255 | 0 | 0 | 0 | For |
| FIRST MANHATTAN CO. LLC. | 234,156 | 0 | 0 | 0 | For |
| Morgan Stanley | 39 | 203,005 | 0 | 0 | Against |
| RBC Global Asset Management (U.S.) | 193,890 | 0 | 0 | 0 | For |
| Fidelity | 191,942 | 0 | 0 | 0 | For |
| PineStone Asset Management Inc. | 184,048 | 0 | 0 | 0 | For |
| Northern Trust | 172,013 | 0 | 0 | 0 | For |
| AllianceBernstein | 142,946 | 0 | 0 | 0 | For |
| NORDEA INVESTMENT MANAGEMENT AB | 1,441 | 135,125 | 0 | 0 | Against |
| Mitsubishi UFJ Asset Management Co., Ltd. | 128,156 | 0 | 0 | 0 | For |
| Union Investment Privatfonds GmbH | 0 | 126,799 | 0 | 0 | Against |
| Evercore Wealth Management, LLC | 61,808 | 0 | 61,808 | 0 | Mixed |
| Charles Schwab | 108,171 | 0 | 0 | 0 | For |
| Vanguard | 103,852 | 0 | 0 | 0 | For |
| Robeco Institutional Asset Management B.V. | 103,488 | 0 | 0 | 0 | For |
| John Hancock | 89,783 | 0 | 0 | 0 | For |
| MARSHFIELD ASSOCIATES | 46,264 | 0 | 41,692 | 0 | Mixed |
| BROWN ADVISORY INC | 84,841 | 0 | 0 | 0 | For |
| MELLON INVESTMENTS Corp | 83,800 | 0 | 0 | 0 | For |
Institutional-manager reports, all 724 managers: 8,382,097 for, 1,051,781 against, 2 withheld, 104,724 abstained, 691 not voted. Showing the 25 largest; see all in the interactive database.
Combines 6 wordings of this item as funds reported it.
91% Approved · of votes cast
Description as filed by funds: Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2025 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 2025 fiscal year”): 13,823,846 for, 1,312,942 against — passed, per its Form 8-K filed December 20, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The Company's shareholders ratified the appointment of Ernst & Young LLP as AutoZone's independent registered public accounting firm for the 2025 fiscal year.”
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 169 asset managers below reported 4,842,609 for, 19,759 against, 3,515 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,683,441 | 9,989 | 0 | 0 | For |
| Fidelity | 578,424 | 0 | 0 | 0 | For |
| BlackRock | 444,734 | 0 | 0 | 0 | For |
| JPMorgan | 416,468 | 0 | 0 | 0 | For |
| Parnassus | 238,252 | 0 | 0 | 0 | For |
| John Hancock | 201,984 | 0 | 0 | 0 | For |
| State Street | 145,429 | 4 | 0 | 0 | For |
| T. Rowe Price | 123,409 | 0 | 0 | 0 | For |
| Charles Schwab | 105,217 | 0 | 0 | 0 | For |
| Jackson National | 59,104 | 0 | 0 | 0 | For |
| Invesco | 56,707 | 0 | 0 | 0 | For |
| Hartford | 48,528 | 12 | 0 | 0 | For |
| TIAA | 42,662 | 0 | 0 | 0 | For |
| AMANA MUTUAL FUNDS TRUST | 40,000 | 0 | 0 | 0 | For |
| SEI | 37,001 | 0 | 0 | 0 | For |
| Dimensional | 31,620 | 0 | 0 | 0 | For |
| Ultimus Managers Trust | 28,712 | 0 | 0 | 0 | For |
| Waddell & Reed | 27,917 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 27,004 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 26,192 | 0 | 0 | 0 | For |
| Equitable | 21,853 | 500 | 0 | 0 | For |
| FRANKLIN STRATEGIC SERIES | 18,878 | 0 | 0 | 0 | For |
| Prudential/PGIM | 18,589 | 0 | 0 | 0 | For |
| FENIMORE ASSET MANAGEMENT TRUST | 18,265 | 0 | 0 | 0 | For |
| Pacific Life | 17,817 | 0 | 0 | 0 | For |
Showing the 25 largest of 169 asset managers. See all 169 in the interactive database.
Combines 3 wordings of this item as funds reported it.
18% of fund votes cast · no official result
The 163 asset managers below reported 878,477 for, 3,931,212 against, 3,515 abstained. 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 5,876 | 1,687,554 | 0 | 0 | Against |
| Fidelity | 5,942 | 572,482 | 0 | 0 | Against |
| BlackRock | 0 | 444,734 | 0 | 0 | Against |
| JPMorgan | 0 | 416,468 | 0 | 0 | Against |
| Parnassus | 238,252 | 0 | 0 | 0 | For |
| John Hancock | 201,614 | 370 | 0 | 0 | For |
| State Street | 52 | 145,381 | 0 | 0 | Against |
| T. Rowe Price | 0 | 123,409 | 0 | 0 | Against |
| Charles Schwab | 0 | 105,217 | 0 | 0 | Against |
| Jackson National | 1,904 | 57,200 | 0 | 0 | Against |
| Invesco | 56,707 | 0 | 0 | 0 | For |
| Hartford | 48,540 | 0 | 0 | 0 | For |
| TIAA | 0 | 42,662 | 0 | 0 | Against |
| AMANA MUTUAL FUNDS TRUST | 0 | 40,000 | 0 | 0 | Against |
| SEI | 37,001 | 0 | 0 | 0 | For |
| Dimensional | 0 | 31,620 | 0 | 0 | Against |
| Waddell & Reed | 0 | 27,917 | 0 | 0 | Against |
| MASTER INVESTMENT PORTFOLIO | 0 | 27,004 | 0 | 0 | Against |
| Bridge Builder Trust | 17,717 | 8,475 | 0 | 0 | Mixed |
| Equitable | 9,828 | 12,525 | 0 | 0 | Mixed |
| FRANKLIN STRATEGIC SERIES | 18,878 | 0 | 0 | 0 | For |
| Prudential/PGIM | 4,688 | 13,901 | 0 | 0 | Mixed |
| FENIMORE ASSET MANAGEMENT TRUST | 0 | 18,265 | 0 | 0 | Against |
| Pacific Life | 2,113 | 15,704 | 0 | 0 | Mixed |
| AIG/SunAmerica | 15,651 | 0 | 0 | 0 | For |
Showing the 25 largest of 163 asset managers. See all 163 in the interactive database.
Not shown here: this season’s fund filings also report 2 items from the meeting of December 20, 2023, which belongs to the 2023-2024 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.
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 16,782,160 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 10.09% |
| 2 | Fidelity | 3.45% |
| 3 | BlackRock | 2.65% |
| 4 | JPMorgan | 2.48% |
| 5 | Parnassus | 1.42% |
| 6 | John Hancock | 1.20% |
| 7 | State Street | 0.87% |
| 8 | T. Rowe Price | 0.74% |
| 9 | Charles Schwab | 0.63% |
| 10 | Jackson National | 0.35% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | JPMorgan | 6.94% |
| 2 | BlackRock | 3.16% |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 2.53% |
| 4 | State Street | 2.44% |
| 5 | Fiera Capital Corp | 2.24% |
| 6 | T. Rowe Price | 1.94% |
| 7 | Parnassus | 1.57% |
| 8 | FIRST MANHATTAN CO. LLC. | 1.40% |
| 9 | Morgan Stanley | 1.21% |
| 10 | RBC Global Asset Management (U.S.) | 1.16% |
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.
| Holder | % outstanding | Disclosure |
|---|---|---|
| Vanguard Group | 10.49% | 13F |
| BlackRock | 7.49% | 13F |
| JPMorgan Chase | 5.58% | 13F |
| State Street | 4.19% | 13F |
| Morgan Stanley | 2.54% | 13F |
| T. Rowe Price | 2.08% | 13F |
| FMR (Fidelity) | 1.69% | 13F |
| Norges Bank | 1.51% | 13F |
| Northern Trust | 1.19% | 13F |
| William C. Rhodes, III | 0.07% | DEF14A |
Percentages above are of 16,782,160 shares outstanding, as reported by AUTOZONE INC. on its Form 10-Q dated December 13, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
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 13, 2024. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.
At AUTOZONE INC.'s shareholder meeting held December 18, 2024, in the 2024-2025 proxy season, 882 asset managers reported how they voted in their SEC Form N-PX filings, covering 11,277 separate fund positions. Their filings are grouped here into 13 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 90% 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, 2024.
AUTOZONE INC. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.
Download data (CSV): ballot items · votes by manager · column guide.