---
schema_version: "secwatch.filing_event.v1"
accession: "0001171843-23-007646"
form_type: "8-K"
ticker: "AZO"
cik: "0000866787"
company_name: "AUTOZONE INC"
filed_at: "2023-12-20T23:59:59+00:00"
generated_at: "2026-06-07T10:16:54.923729+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# AutoZone authorizes additional $2.0B share repurchase; cumulative $37.7B

## Summary
- Board authorized $2.0B additional common stock repurchase; cumulative authorizations now $37.7B since 1998.
- CFO cites strong free cash flow and disciplined capital allocation to support buybacks while maintaining investment-grade credit.
- Shareholders re-elected all 10 directors; advisory say-on-pay approved with 79% of votes cast in favor (11.80M for, 3.21M against).
- Ratified Ernst & Young as fiscal 2024 auditor (14.77M for, 1.20M against).

## SEC filing metadata
- accession: 0001171843-23-007646
- form_type: 8-K
- ticker: AZO
- cik: 0000866787
- company_name: AUTOZONE INC
- filed_at: 2023-12-20T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 5.07, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/866787/000117184323007646/0001171843-23-007646-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/866787/000117184323007646/f8k_122023.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001171843-23-007646
- JSON: https://secwatch.observer/filing/0001171843-23-007646.json
- Plain text: https://secwatch.observer/filing/0001171843-23-007646.txt

## Key facts
- Shareholder Votes
  AUTOZONE INC shareholders approved Election of ten directors at the 2023-12-20 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-12-20
  source text: Proposal 1 . The stockholders elected ten directors, each of whom will hold office until the Annual Meeting of Stockholders to be held in 2024 and until his or her successor is duly elected and qualified. Each director received more votes cast “for” than votes cast “against” his or her election.
  evidence_url: https://www.sec.gov/Archives/edgar/data/866787/000117184323007646/0001171843-23-007646-index.htm
- Shareholder Votes
  AUTOZONE INC shareholders approved Advisory vote on frequency of say-on-pay vote at the 2023-12-20 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-12-20
  source text: Proposal 4 . The Company’s stockholders approved, on an advisory, non-binding basis, the frequency of the vote on compensation of AutoZone’s named executive officers.
  evidence_url: https://www.sec.gov/Archives/edgar/data/866787/000117184323007646/0001171843-23-007646-index.htm
- Shareholder Votes
  AUTOZONE INC shareholders approved Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal 2024 at the 2023-12-20 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-12-20
  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 2024 fiscal year.
  evidence_url: https://www.sec.gov/Archives/edgar/data/866787/000117184323007646/0001171843-23-007646-index.htm
- Shareholder Votes
  AUTOZONE INC shareholders approved Advisory approval of named executive officer compensation at the 2023-12-20 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-12-20
  source text: Proposal 3 . The Company’s stockholders approved, on an advisory, non-binding basis, the compensation of AutoZone’s named executive officers.
  evidence_url: https://www.sec.gov/Archives/edgar/data/866787/000117184323007646/0001171843-23-007646-index.htm

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