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AUTOZONE, INC. Annual Meeting December 16, 2026: What's on the Ballot

Say on pay

Read the proxy statement on EDGARAUTOZONE, INC.: past votes

What’s on the ballot

Ballot read from the proxy statement and checked. As listed in AUTOZONE, INC.’s proxy statement, with the board’s recommendation on each item. The company has filed 1 set of additional materials since; they can add to or change what is below, so check them before relying on it.

#ItemProposed byBoard recommendsLast year (same kind of item)
1 Election of 10 directors
Director election
Board For 11 nominees; support 92% to 99.8%
2 Ratification of Ernst & Young LLP as auditor for fiscal 2027
Auditor
Board For 92% support
3 Advisory vote on compensation of named executive officers
Say on pay
Board For 90% support
4 Ninth Amended and Restated Employee Stock Purchase Plan Board For —
5 Seventh Amended and Restated Executive Stock Purchase Plan Board For —

Last year’s official results

From AUTOZONE, INC.’s Form 8-K, filed December 19, 2025, for the meeting held December 17, 2025 (read it on EDGAR). Support is the share of votes cast that were FOR: abstentions and broker non-votes are left out.

ItemSupport (of votes cast)Reported outcome
Elect Director: Philip B. Daniele, III99.3%—
Elect Director: Michael A. George99.3%—
Elect Director: Linda A. Goodspeed94%—
Elect Director: Earl G. Graves, Jr.95%—
Elect Director: Brian P. Hannasch99.4%—
Elect Director: Gale V. King99.2%—
Elect Director: Claire R. McDonough99.8%—
Elect Director: George R. Mrkonic, Jr.92%—
Elect Director: William C. Rhodes, III96%—
Elect Director: Jill A. Soltau99.2%—
Elect Director: C. Spas Montesinos99.7%—
2. The appointment of Ernst & Young LLP as AutoZone's independent registered public accounting firm for the 2026 fiscal year92%Approved
3. On an advisory, non-binding basis, the compensation of AutoZone's named executive officers90%Approved

How the largest managers voted here last year

The five managers that reported the most shares voted at AUTOZONE, INC.’s December 17, 2025 meeting, from their Form N-PX filings. This is how they voted then; it says nothing about how they will vote this time. Every manager’s vote.

ItemVanguardBlackRockFidelityState StreetT. Rowe Price
Elect Director: Philip B. Daniele, IIIForForForForFor
Elect Director: Michael A. GeorgeForForForForFor
Elect Director: Linda A. GoodspeedForForForForFor
Elect Director: Earl G. Graves, Jr.ForForForForFor
Elect Director: Brian P. HannaschForForForForFor
Elect Director: Gale V. KingForForForForFor
Elect Director: Claire R. McDonoughForForForForFor
Elect Director: George R. Mrkonic, Jr.ForForForForFor
Elect Director: William C. Rhodes, IIIForForForForFor
Elect Director: Jill A. SoltauForForForForFor
Elect Director: C. Spas MontesinosForForForForFor
2. The appointment of Ernst & Young LLP as AutoZone's independent registered public accounting firm for the 2026 fiscal ForForForForFor
3. On an advisory, non-binding basis, the compensation of AutoZone's named executive officersForForForForFor

Filings for this meeting

About this page

The meeting facts and ballot come from the SEC proxy filings listed above. Ballots are read from the proxy statement and checked against the filing’s own text; when that check does not pass, the page shows “see the proxy statement” instead of a ballot. Last year’s figures are the company’s official Form 8-K results and the managers’ Form N-PX reports. Nothing on this page predicts how any shareholder will vote, and it is not investment advice. How this works.