---
schema_version: "secwatch.filing_event.v1"
accession: "0001171843-22-008079"
form_type: "8-K"
ticker: "AZO"
cik: "0000866787"
company_name: "AUTOZONE INC"
filed_at: "2022-12-15T23:59:59+00:00"
generated_at: "2026-06-21T04:28:27.793881+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# AutoZone shareholders elect 10 directors, ratify auditor, approve say-on-pay at 2022 annual meeting

## Summary
- Elected 10 director nominees; each received more for than against votes (e.g., Michael George 15.99M for).
- Ratified Ernst & Young as independent auditor for FY2023 with 15.83M for vs. 1.21M against.
- Advisory vote on executive compensation approved with 14.11M for, 1.89M against, 1.04M broker non-votes.

## SEC filing metadata
- accession: 0001171843-22-008079
- form_type: 8-K
- ticker: AZO
- cik: 0000866787
- company_name: AUTOZONE INC
- filed_at: 2022-12-15T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/866787/000117184322008079/0001171843-22-008079-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/866787/000117184322008079/f8k_121522.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001171843-22-008079
- JSON: https://secwatch.observer/filing/0001171843-22-008079.json
- Plain text: https://secwatch.observer/filing/0001171843-22-008079.txt

## Key facts
- Shareholder Votes
  AUTOZONE INC shareholders approved Election of ten directors at the 2022-12-14 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2022-12-14
  source text: Each director received more votes cast “for” than votes cast “against” his or her election.
  evidence_url: https://www.sec.gov/Archives/edgar/data/866787/000117184322008079/0001171843-22-008079-index.htm
- Shareholder Votes
  AUTOZONE INC shareholders approved Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2023 at the 2022-12-14 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2022-12-14
  source text: Proposal 2. The Company’s stockholders ratified the appointment of Ernst & Young LLP as AutoZone’s independent registered public accounting firm for the 2023 fiscal year. The tabulation of votes on this matter was as follows: Votes For Votes Against Abstentions 15,833,617 1,213,777 13,493
  evidence_url: https://www.sec.gov/Archives/edgar/data/866787/000117184322008079/0001171843-22-008079-index.htm
- Shareholder Votes
  AUTOZONE INC shareholders approved Advisory, non-binding vote on compensation of named executive officers at the 2022-12-14 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2022-12-14
  source text: Proposal 3. The Company’s stockholders approved, on an advisory, non-binding basis, the compensation of AutoZone’s named executive officers. The tabulation of votes on this matter was as follows: Votes For Votes Against Abstentions Broker Non-Votes 14,110,887 1,886,852 18,167 1,044,981
  evidence_url: https://www.sec.gov/Archives/edgar/data/866787/000117184322008079/0001171843-22-008079-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.