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AutoZone, Inc. 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and AutoZone, Inc.’s Form 8-K, filed December 19, 2025 (Item 5.07 on EDGAR). Page generated October 25, 2026.

13Ballot items
1,010Asset managers
12,943Fund votes
December 17, 2025Meeting date

Results at a glance

Meeting of December 17, 2025: 13 items on AutoZone, Inc.’s Form 8-K, filed December 19, 2025: 2 approved · 11 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 2025-2026 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 19, 2025 (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 17, 2025
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Philip B. Daniele, III	13,702,624	95,274	8,910	--	1,039,896	99.3%	Not verified	—
Elect Director: Michael A. George	13,711,789	86,136	8,883	--	1,039,896	99.3%	Not verified	—
Elect Director: Linda A. Goodspeed	12,974,972	823,033	8,803	--	1,039,896	94%	Not verified	—
Elect Director: Earl G. Graves, Jr.	13,071,886	723,117	11,805	--	1,039,896	95%	Not verified	—
Elect Director: Brian P. Hannasch	13,726,097	71,919	8,792	--	1,039,896	99.4%	Not verified	—
Elect Director: Gale V. King	13,691,456	98,808	16,544	--	1,039,896	99.2%	Not verified	—
Elect Director: Claire R. McDonough	13,773,232	24,729	8,847	--	1,039,896	99.8%	Not verified	—
Elect Director: George R. Mrkonic, Jr.	12,639,341	1,157,025	10,442	--	1,039,896	92%	Not verified	—
Elect Director: William C. Rhodes, III	13,263,446	505,801	37,561	--	1,039,896	96%	Not verified	—
Elect Director: Jill A. Soltau	13,689,134	100,871	16,803	--	1,039,896	99.2%	Not verified	—
Elect Director: C. Spas Montesinos	13,769,250	28,651	8,907	--	1,039,896	99.7%	Not verified	—
2. The appointment of Ernst & Young LLP as AutoZone's independent registered public accounting firm for the 2026 fiscal year	13,581,598	1,256,404	8,702	--	--	92%	Approved	—
3. On an advisory, non-binding basis, the compensation of AutoZone's named executive officers	12,397,320	1,374,590	34,898	--	1,039,896	90%	Approved	—

Source: AutoZone, Inc., Form 8-K, filed with the SEC on December 19, 2025 — read the filing on EDGAR.

How asset managers voted at the AutoZone, Inc. 2025-2026 meeting

Each item below shows how the 1,010 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.

1. Elect Director: Philip B. Daniele, III

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

99.3% Majority: yes · of votes cast

FOR 99.3%

FOR: 13,702,624AGAINST: 95,274

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

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”): 13,702,624 for, 95,274 against, per its Form 8-K filed December 19, 2025 (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 4,819,234 for, 5 against, 1,057 abstained, 13 not voted.

FOR

FOR: 4,819,234AGAINST: 5ABSTAIN: 1,057NOT VOTED: 13

Largest asset managers voting on “Election of Directors: Philip B. Daniele, III” at AutoZone, Inc., 2025-2026
Asset manager	For	Against	Vote
Vanguard	1,642,323	0	For
Fidelity	569,319	0	For
BlackRock	454,811	0	For
JPMorgan	291,058	0	For
Parnassus	197,112	0	For
State Street	163,761	2	For
John Hancock	160,286	0	For
T. Rowe Price	150,285	0	For
TIAA	142,868	0	For
Invesco	121,259	0	For
Charles Schwab	114,765	0	For
Jackson National	51,587	0	For
Victory Capital	50,270	0	For
Allspring	48,981	0	For
AMANA MUTUAL FUNDS TRUST	40,000	0	For
Ultimus Managers Trust	34,659	0	For
Hartford	33,061	0	For
SEI	28,360	0	For
Waddell & Reed	28,107	0	For
FRANKLIN STRATEGIC SERIES	27,277	0	For
MASTER INVESTMENT PORTFOLIO	25,717	0	For
Bridge Builder Trust	23,327	0	For
Dimensional	18,607	0	For
FENIMORE ASSET MANAGEMENT TRUST	18,265	0	For
Goldman Sachs	17,891	0	For

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

2. Elect Director: Michael A. George

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

99.3% Majority: yes · of votes cast

FOR 99.3%

FOR: 13,711,789AGAINST: 86,136

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”): 13,711,789 for, 86,136 against, per its Form 8-K filed December 19, 2025 (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 4,798,740 for, 20,499 against, 1,057 abstained, 13 not voted.

FOR

FOR: 4,798,740AGAINST: 20,499ABSTAIN: 1,057NOT VOTED: 13

Largest asset managers voting on “Election of Directors: Michael A. George” at AutoZone, Inc., 2025-2026
Asset manager	For	Against	Vote
Vanguard	1,642,323	0	For
Fidelity	569,319	0	For
BlackRock	454,811	0	For
JPMorgan	291,058	0	For
Parnassus	197,112	0	For
State Street	163,763	0	For
John Hancock	159,949	337	For
T. Rowe Price	150,285	0	For
TIAA	142,868	0	For
Invesco	121,259	0	For
Charles Schwab	114,765	0	For
Jackson National	51,301	286	For
Victory Capital	50,270	0	For
Allspring	48,981	0	For
AMANA MUTUAL FUNDS TRUST	40,000	0	For
Ultimus Managers Trust	34,659	0	For
Hartford	33,061	0	For
SEI	28,360	0	For
Waddell & Reed	28,107	0	For
FRANKLIN STRATEGIC SERIES	27,277	0	For
MASTER INVESTMENT PORTFOLIO	25,717	0	For
Bridge Builder Trust	23,327	0	For
Dimensional	0	18,607	Against
FENIMORE ASSET MANAGEMENT TRUST	18,265	0	For
Goldman Sachs	17,891	0	For

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

3. Elect Director: Linda A. Goodspeed

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: 12,974,972AGAINST: 823,033

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”): 12,974,972 for, 823,033 against, per its Form 8-K filed December 19, 2025 (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 179 asset managers below reported 4,816,117 for, 3,122 against, 1,057 abstained, 13 not voted.

FOR

FOR: 4,816,117AGAINST: 3,122ABSTAIN: 1,057NOT VOTED: 13

Largest asset managers voting on “Election of Directors: Linda A. Goodspeed” at AutoZone, Inc., 2025-2026
Asset manager	For	Against	Vote
Vanguard	1,642,321	2	For
Fidelity	569,319	0	For
BlackRock	454,811	0	For
JPMorgan	291,058	0	For
Parnassus	197,112	0	For
State Street	163,760	3	For
John Hancock	160,286	0	For
T. Rowe Price	150,285	0	For
TIAA	142,868	0	For
Invesco	121,259	0	For
Charles Schwab	114,765	0	For
Jackson National	51,587	0	For
Victory Capital	50,270	0	For
Allspring	48,981	0	For
AMANA MUTUAL FUNDS TRUST	40,000	0	For
Ultimus Managers Trust	34,659	0	For
Hartford	33,061	0	For
SEI	28,360	0	For
Waddell & Reed	28,107	0	For
FRANKLIN STRATEGIC SERIES	27,277	0	For
MASTER INVESTMENT PORTFOLIO	25,717	0	For
Bridge Builder Trust	21,883	1,444	Mixed
Dimensional	18,607	0	For
FENIMORE ASSET MANAGEMENT TRUST	18,265	0	For
Goldman Sachs	17,891	0	For

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

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

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 13,071,886AGAINST: 723,117

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.”): 13,071,886 for, 723,117 against, per its Form 8-K filed December 19, 2025 (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 4,813,562 for, 5,677 against, 1,057 abstained, 13 not voted.

FOR

FOR: 4,813,562AGAINST: 5,677ABSTAIN: 1,057NOT VOTED: 13

Largest asset managers voting on “Election of Directors: Earl G. Graves, Jr.” at AutoZone, Inc., 2025-2026
Asset manager	For	Against	Vote
Vanguard	1,642,322	1	For
Fidelity	569,319	0	For
BlackRock	454,811	0	For
JPMorgan	291,058	0	For
Parnassus	197,112	0	For
State Street	163,760	3	For
John Hancock	160,286	0	For
T. Rowe Price	150,285	0	For
TIAA	142,868	0	For
Invesco	121,259	0	For
Charles Schwab	114,765	0	For
Jackson National	51,587	0	For
Victory Capital	50,270	0	For
Allspring	48,981	0	For
AMANA MUTUAL FUNDS TRUST	40,000	0	For
Ultimus Managers Trust	34,659	0	For
Hartford	33,061	0	For
SEI	28,360	0	For
Waddell & Reed	28,107	0	For
FRANKLIN STRATEGIC SERIES	27,277	0	For
MASTER INVESTMENT PORTFOLIO	25,717	0	For
Bridge Builder Trust	21,883	1,444	Mixed
Dimensional	18,607	0	For
FENIMORE ASSET MANAGEMENT TRUST	18,265	0	For
Goldman Sachs	17,891	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 5 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%

FOR: 13,726,097AGAINST: 71,919

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”): 13,726,097 for, 71,919 against, per its Form 8-K filed December 19, 2025 (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: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 179 asset managers below reported 4,817,737 for, 1,502 against, 1,057 abstained, 13 not voted.

FOR

FOR: 4,817,737AGAINST: 1,502ABSTAIN: 1,057NOT VOTED: 13

Largest asset managers voting on “Election of Directors: Brian P. Hannasch” at AutoZone, Inc., 2025-2026
Asset manager	For	Against	Vote
Vanguard	1,642,323	0	For
Fidelity	569,319	0	For
BlackRock	453,349	1,462	For
JPMorgan	291,058	0	For
Parnassus	197,112	0	For
State Street	163,763	0	For
John Hancock	160,286	0	For
T. Rowe Price	150,285	0	For
TIAA	142,868	0	For
Invesco	121,259	0	For
Charles Schwab	114,765	0	For
Jackson National	51,587	0	For
Victory Capital	50,270	0	For
Allspring	48,981	0	For
AMANA MUTUAL FUNDS TRUST	40,000	0	For
Ultimus Managers Trust	34,659	0	For
Hartford	33,061	0	For
SEI	28,360	0	For
Waddell & Reed	28,107	0	For
FRANKLIN STRATEGIC SERIES	27,277	0	For
MASTER INVESTMENT PORTFOLIO	25,717	0	For
Bridge Builder Trust	23,327	0	For
Dimensional	18,607	0	For
FENIMORE ASSET MANAGEMENT TRUST	18,265	0	For
Goldman Sachs	17,891	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 5 wordings of this item as funds reported it.

99.2% Majority: yes · of votes cast

FOR 99.2%

FOR: 13,691,456AGAINST: 98,808

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”): 13,691,456 for, 98,808 against, per its Form 8-K filed December 19, 2025 (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: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 179 asset managers below reported 4,819,216 for, 23 against, 1,058 abstained, 13 not voted.

FOR

FOR: 4,819,216AGAINST: 23ABSTAIN: 1,058NOT VOTED: 13

Largest asset managers voting on “Election of Directors: Gale V. King” at AutoZone, Inc., 2025-2026
Asset manager	For	Vote
Vanguard	1,642,323	For
Fidelity	569,319	For
BlackRock	454,811	For
JPMorgan	291,058	For
Parnassus	197,112	For
State Street	163,763	For
John Hancock	160,286	For
T. Rowe Price	150,285	For
TIAA	142,868	For
Invesco	121,259	For
Charles Schwab	114,765	For
Jackson National	51,587	For
Victory Capital	50,270	For
Allspring	48,981	For
AMANA MUTUAL FUNDS TRUST	40,000	For
Ultimus Managers Trust	34,659	For
Hartford	33,061	For
SEI	28,360	For
Waddell & Reed	28,107	For
FRANKLIN STRATEGIC SERIES	27,277	For
MASTER INVESTMENT PORTFOLIO	25,717	For
Bridge Builder Trust	23,327	For
Dimensional	18,607	For
FENIMORE ASSET MANAGEMENT TRUST	18,265	For
Goldman Sachs	17,891	For

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

7. Elect Director: Claire R. McDonough

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

99.8% Majority: yes · of votes cast

FOR 99.8%

FOR: 13,773,232AGAINST: 24,729

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

Description as filed by funds: Election of Directors: Claire R. McDonough

AutoZone, Inc.’s own tally for this item (“Elect Director: Claire R. McDonough”): 13,773,232 for, 24,729 against, per its Form 8-K filed December 19, 2025 (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: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 179 asset managers below reported 4,819,200 for, 39 against, 1,057 abstained, 13 not voted.

FOR

FOR: 4,819,200AGAINST: 39ABSTAIN: 1,057NOT VOTED: 13

Largest asset managers voting on “Election of Directors: Claire R. McDonough” at AutoZone, Inc., 2025-2026
Asset manager	For	Vote
Vanguard	1,642,323	For
Fidelity	569,319	For
BlackRock	454,811	For
JPMorgan	291,058	For
Parnassus	197,112	For
State Street	163,763	For
John Hancock	160,286	For
T. Rowe Price	150,285	For
TIAA	142,868	For
Invesco	121,259	For
Charles Schwab	114,765	For
Jackson National	51,587	For
Victory Capital	50,270	For
Allspring	48,981	For
AMANA MUTUAL FUNDS TRUST	40,000	For
Ultimus Managers Trust	34,659	For
Hartford	33,061	For
SEI	28,360	For
Waddell & Reed	28,107	For
FRANKLIN STRATEGIC SERIES	27,277	For
MASTER INVESTMENT PORTFOLIO	25,717	For
Bridge Builder Trust	23,327	For
Dimensional	18,607	For
FENIMORE ASSET MANAGEMENT TRUST	18,265	For
Goldman Sachs	17,891	For

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

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

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%

FOR: 12,639,341AGAINST: 1,157,025

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.”): 12,639,341 for, 1,157,025 against, per its Form 8-K filed December 19, 2025 (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: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 179 asset managers below reported 4,816,088 for, 3,151 against, 1,057 abstained, 13 not voted.

FOR

FOR: 4,816,088AGAINST: 3,151ABSTAIN: 1,057NOT VOTED: 13

Largest asset managers voting on “Election of Directors: George R. Mrkonic, Jr.” at AutoZone, Inc., 2025-2026
Asset manager	For	Against	Vote
Vanguard	1,642,321	2	For
Fidelity	569,319	0	For
BlackRock	454,811	0	For
JPMorgan	291,058	0	For
Parnassus	197,112	0	For
State Street	163,760	3	For
John Hancock	160,286	0	For
T. Rowe Price	150,285	0	For
TIAA	142,868	0	For
Invesco	121,259	0	For
Charles Schwab	114,765	0	For
Jackson National	51,587	0	For
Victory Capital	50,270	0	For
Allspring	48,981	0	For
AMANA MUTUAL FUNDS TRUST	40,000	0	For
Ultimus Managers Trust	34,659	0	For
Hartford	33,061	0	For
SEI	28,360	0	For
Waddell & Reed	28,107	0	For
FRANKLIN STRATEGIC SERIES	27,277	0	For
MASTER INVESTMENT PORTFOLIO	25,717	0	For
Bridge Builder Trust	21,883	1,444	Mixed
Dimensional	18,607	0	For
FENIMORE ASSET MANAGEMENT TRUST	18,265	0	For
Goldman Sachs	17,891	0	For

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

9. Elect Director: William C. Rhodes, III

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 13,263,446AGAINST: 505,801

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”): 13,263,446 for, 505,801 against, per its Form 8-K filed December 19, 2025 (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: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 179 asset managers below reported 4,812,742 for, 6,495 against, 1,059 abstained, 13 not voted.

FOR

FOR: 4,812,742AGAINST: 6,495ABSTAIN: 1,059NOT VOTED: 13

Largest asset managers voting on “Election of Directors: William C. Rhodes, III” at AutoZone, Inc., 2025-2026
Asset manager	For	Against	Vote
Vanguard	1,641,686	637	For
Fidelity	569,319	0	For
BlackRock	454,811	0	For
JPMorgan	291,058	0	For
Parnassus	197,112	0	For
State Street	163,761	2	For
John Hancock	159,876	410	For
T. Rowe Price	150,285	0	For
TIAA	142,868	0	For
Invesco	121,259	0	For
Charles Schwab	114,765	0	For
Jackson National	51,587	0	For
Victory Capital	50,270	0	For
Allspring	48,981	0	For
AMANA MUTUAL FUNDS TRUST	40,000	0	For
Ultimus Managers Trust	34,659	0	For
Hartford	33,061	0	For
SEI	28,316	44	For
Waddell & Reed	28,107	0	For
FRANKLIN STRATEGIC SERIES	27,277	0	For
MASTER INVESTMENT PORTFOLIO	25,717	0	For
Bridge Builder Trust	23,327	0	For
Dimensional	18,607	0	For
FENIMORE ASSET MANAGEMENT TRUST	18,265	0	For
Goldman Sachs	17,891	0	For

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

10. Elect Director: Jill A. Soltau

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

99.2% Majority: yes · of votes cast

FOR 99.2%

FOR: 13,689,134AGAINST: 100,871

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”): 13,689,134 for, 100,871 against, per its Form 8-K filed December 19, 2025 (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 4,819,216 for, 23 against, 1,058 abstained, 13 not voted.

FOR

FOR: 4,819,216AGAINST: 23ABSTAIN: 1,058NOT VOTED: 13

Largest asset managers voting on “Election of Directors: Jill A. Soltau” at AutoZone, Inc., 2025-2026
Asset manager	For	Vote
Vanguard	1,642,323	For
Fidelity	569,319	For
BlackRock	454,811	For
JPMorgan	291,058	For
Parnassus	197,112	For
State Street	163,763	For
John Hancock	160,286	For
T. Rowe Price	150,285	For
TIAA	142,868	For
Invesco	121,259	For
Charles Schwab	114,765	For
Jackson National	51,587	For
Victory Capital	50,270	For
Allspring	48,981	For
AMANA MUTUAL FUNDS TRUST	40,000	For
Ultimus Managers Trust	34,659	For
Hartford	33,061	For
SEI	28,360	For
Waddell & Reed	28,107	For
FRANKLIN STRATEGIC SERIES	27,277	For
MASTER INVESTMENT PORTFOLIO	25,717	For
Bridge Builder Trust	23,327	For
Dimensional	18,607	For
FENIMORE ASSET MANAGEMENT TRUST	18,265	For
Goldman Sachs	17,891	For

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

11. Elect Director: C. Spas Montesinos

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

99.7% Majority: yes · of votes cast

FOR 99.7%

FOR: 13,769,250AGAINST: 28,651

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

Description as filed by funds: Election of Directors: Constantino Spas Montesinos

AutoZone, Inc.’s own tally for this item (“Elect Director: C. Spas Montesinos”): 13,769,250 for, 28,651 against, per its Form 8-K filed December 19, 2025 (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: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 179 asset managers below reported 4,819,218 for, 21 against, 1,057 abstained, 13 not voted.

FOR

FOR: 4,819,218AGAINST: 21ABSTAIN: 1,057NOT VOTED: 13

Largest asset managers voting on “Election of Directors: Constantino Spas Montesinos” at AutoZone, Inc., 2025-2026
Asset manager	For	Vote
Vanguard	1,642,323	For
Fidelity	569,319	For
BlackRock	454,811	For
JPMorgan	291,058	For
Parnassus	197,112	For
State Street	163,763	For
John Hancock	160,286	For
T. Rowe Price	150,285	For
TIAA	142,868	For
Invesco	121,259	For
Charles Schwab	114,765	For
Jackson National	51,587	For
Victory Capital	50,270	For
Allspring	48,981	For
AMANA MUTUAL FUNDS TRUST	40,000	For
Ultimus Managers Trust	34,659	For
Hartford	33,061	For
SEI	28,360	For
Waddell & Reed	28,107	For
FRANKLIN STRATEGIC SERIES	27,277	For
MASTER INVESTMENT PORTFOLIO	25,717	For
Bridge Builder Trust	23,327	For
Dimensional	18,607	For
FENIMORE ASSET MANAGEMENT TRUST	18,265	For
Goldman Sachs	17,891	For

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

12. 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 14 wordings of this item as funds reported it.

90% Approved · of votes cast

FOR 90%

FOR: 12,397,320AGAINST: 1,374,590

Details: description as filed, official tally, votes by 1,001 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”): 12,397,320 for, 1,374,590 against — passed, per its Form 8-K filed December 19, 2025 (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.

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).

Fund voting reports: 172 asset managers voting on “Approval of an advisory vote on the compensation of named executive officers” at AutoZone, Inc., 2025-2026
Asset manager	For	Against	Vote
Vanguard	1,642,321	2	For
Fidelity	569,319	0	For
BlackRock	454,811	0	For
JPMorgan	291,058	0	For
Parnassus	197,112	0	For
State Street	163,763	0	For
John Hancock	159,876	410	For
T. Rowe Price	150,285	0	For
TIAA	142,868	0	For
Invesco	121,224	35	For
Charles Schwab	114,765	0	For
Jackson National	51,587	0	For
Victory Capital	50,270	0	For
Allspring	48,981	0	For
AMANA MUTUAL FUNDS TRUST	40,000	0	For
Ultimus Managers Trust	34,659	0	For
Hartford	33,038	23	For
SEI	28,360	0	For
Waddell & Reed	28,107	0	For
FRANKLIN STRATEGIC SERIES	27,277	0	For
MASTER INVESTMENT PORTFOLIO	25,717	0	For
Bridge Builder Trust	23,327	0	For
FORUM FUNDS	21,988	0	For
Dimensional	18,607	0	For
FENIMORE ASSET MANAGEMENT TRUST	18,265	0	For

Fund voting reports, all 172 managers: 4,823,005 for, 3,397 against, 1,059 abstained, 13 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 864 asset managers voting on “Approval of an advisory vote on the compensation of named executive officers” at AutoZone, Inc., 2025-2026
Asset manager	For	Against	Abstain	Vote
BlackRock	619,951	141	0	For
GEODE CAPITAL MANAGEMENT, LLC	449,602	0	0	For
State Street	435,601	0	839	For
T. Rowe Price	422,194	0	0	For
Fiera Capital Corp	245,109	0	0	For
PineStone Asset Management Inc.	244,818	0	0	For
FIRST MANHATTAN CO. LLC.	230,092	0	0	For
Boston Partners	227,264	0	0	For
Parnassus	221,396	0	0	For
Fidelity	176,918	0	0	For
Morgan Stanley	149,348	20,491	0	Mixed
Invesco	160,639	784	0	For
Northern Trust	159,578	0	0	For
Vanguard	157,608	0	0	For
Nuveen	149,272	0	0	For
AllianceBernstein	144,665	0	0	For
RBC Global Asset Management (U.S.) Inc.	136,427	0	0	For
Union Investment Management GmbH	0	129,630	0	Against
MARSHFIELD ASSOCIATES	109,166	0	16,867	Mixed
Mitsubishi UFJ Asset Management Co., Ltd.	125,765	0	0	For
Charles Schwab	116,959	0	0	For
Robeco Institutional Asset Management B.V.	0	92,925	0	Against
MELLON INVESTMENTS Corp	85,112	0	0	For
BROWN ADVISORY INC	82,390	0	0	For
Local Pensions Partnership Investment Ltd	82,311	0	0	For

Institutional-manager reports, all 864 managers: 8,191,795 for, 907,559 against, 20,467 abstained, 2,851 not voted. Showing the 25 largest; see all in the interactive database.

13. 2. The appointment of Ernst & Young LLP as AutoZone's independent registered public accounting firm for the 2026 fiscal…

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 6 wordings of this item as funds reported it.

92% Approved · of votes cast

FOR 92%

FOR: 13,581,598AGAINST: 1,256,404

Details: description as filed, official tally, votes by 180 asset managers

Description as filed by funds: Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2026 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 2026 fiscal year”): 13,581,598 for, 1,256,404 against — passed, per its Form 8-K filed December 19, 2025 (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 2026 fiscal year.”
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 180 asset managers below reported 4,797,274 for, 22,290 against, 1,057 abstained, 13 not voted.

FOR

FOR: 4,797,274AGAINST: 22,290ABSTAIN: 1,057NOT VOTED: 13

Largest asset managers voting on “Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for ” at AutoZone, Inc., 2025-2026
Asset manager	For	Against	Vote
Vanguard	1,631,306	11,017	For
Fidelity	569,319	0	For
BlackRock	454,811	0	For
JPMorgan	291,058	0	For
Parnassus	197,112	0	For
State Street	163,760	3	For
John Hancock	160,286	0	For
T. Rowe Price	150,285	0	For
TIAA	142,868	0	For
Invesco	121,259	0	For
Charles Schwab	114,765	0	For
Jackson National	51,587	0	For
Victory Capital	50,270	0	For
Allspring	48,981	0	For
AMANA MUTUAL FUNDS TRUST	40,000	0	For
Ultimus Managers Trust	34,659	0	For
Hartford	33,038	23	For
SEI	27,649	711	For
Waddell & Reed	28,107	0	For
FRANKLIN STRATEGIC SERIES	27,277	0	For
MASTER INVESTMENT PORTFOLIO	25,717	0	For
Bridge Builder Trust	23,327	0	For
Dimensional	18,607	0	For
FENIMORE ASSET MANAGEMENT TRUST	18,265	0	For
Goldman Sachs	17,891	0	For

Showing the 25 largest of 180 asset managers. See all 180 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 2025-2026

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 16,567,821 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”, 2025-2026
#	Asset manager	% of shares outstanding
1	Vanguard	9.91%
2	Fidelity	3.44%
3	BlackRock	2.75%
4	JPMorgan	1.76%
5	Parnassus	1.19%
6	State Street	0.99%
7	John Hancock	0.97%
8	T. Rowe Price	0.91%
9	TIAA	0.86%
10	Invesco	0.73%

Institutional-manager reports: top AutoZone, Inc. shareholders by shares voted on “Approval of an advisory vote on the compensation of named executive officers”, 2025-2026
#	Asset manager	% of shares outstanding
1	BlackRock	3.74%
2	GEODE CAPITAL MANAGEMENT, LLC	2.71%
3	State Street	2.63%
4	T. Rowe Price	2.55%
5	Fiera Capital Corp	1.48%
6	PineStone Asset Management Inc.	1.48%
7	FIRST MANHATTAN CO. LLC.	1.39%
8	Boston Partners	1.37%
9	Parnassus	1.34%
10	Fidelity	1.07%

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 2025-2026 proxy season
Holder	% outstanding	Disclosure
Vanguard Group	10.84%	13F
BlackRock	7.51%	13F
JPMorgan Chase	6.90%	13F
State Street	4.24%	13F
Morgan Stanley	2.97%	13F
T. Rowe Price	2.36%	13F
FMR (Fidelity)	1.72%	13F
Northern Trust	1.02%	13F
Citadel Advisors	0.76%	13F
William C. Rhodes, III	0.07%	DEF14A

Percentages above are of 16,567,821 shares outstanding, as reported by AutoZone, Inc. on its Form 10-Q dated December 12, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 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 12, 2025. This page is a static snapshot rebuilt weekly on October 25, 2026; a live search always shows the current data.

At AutoZone, Inc.'s shareholder meeting held December 17, 2025, in the 2025-2026 proxy season, 1,010 asset managers reported how they voted on 13 ballot items in their SEC Form N-PX filings, covering 12,943 separate fund positions. 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 19, 2025.

AutoZone, Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).

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