Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On September 13, 2020, the Board of Directors of AutoZone, Inc. (the "Company")
appointed Jamere Jackson as Executive Vice President and Chief Financial
Officer-Elect, effective upon his commencement of employment, and Executive Vice
President and Chief Financial Officer, Finance and Store Development, Customer
Satisfaction, effective January 1, 2021.
Mr. Jackson, age 51, served as Executive Vice President and Chief Financial
Officer of Hertz Global Holdings, Inc., a worldwide vehicle rental company,
since 2018. From 2014 to 2018, Mr. Jackson served as Chief Financial Officer of
Nielsen Holdings plc, an information, data and measurement company. Prior to
2014, Mr. Jackson held a variety of leadership roles at General Electric
Company, including Vice President and Chief Financial Officer of a division of
General Electric Oil and Gas. Mr. Jackson has served on the board of directors
for Hibbett Sports, Inc, since May 2020, where he serves on the Audit Committee,
and Eli Lilly & Co, since October 2016, where he serves on the audit and finance
committees.
Concurrent with his appointment, the Compensation Committee of the Board of
Directors approved the offer letter extended by the Company to Mr. Jackson
("Offer Letter") providing for an annual base salary of $700,000, an annual
bonus target equal to 75% of his base salary and a one-time cash signing bonus
of $1,200,000 (subject to repayment in full if Mr. Jackson voluntarily
terminates his employment or his employment is terminated for cause prior to the
second anniversary of the payout date). Upon commencement of employment or
shortly thereafter, Mr. Jackson will receive a one-time sign-on award consisting
of 2,962 non-qualified stock options vesting ratably over four years, as well as
a long-term incentive award for fiscal year 2021 consisting of non-qualified
stock options with an estimated grant date fair value of $2,280,000. Mr. Jackson
will also be eligible for other benefits and perquisites on terms substantially
similar to those that apply for other executive officers of the Company,
including executive relocation benefits, enhanced severance benefits in the form
of salary continuation for 12-24 months, participation in the executive physical
program and the Company's health, welfare and other benefit plans and
participation in the Company's 401(k) plan, Executive Deferred Compensation Plan
and stock purchase plans.
There are no arrangements or understandings between Mr. Jackson and any other
person pursuant to which Mr. Jackson was selected as an officer, there are no
family relationships between Mr. Jackson and any director or other officer of
the Company, and there are no transactions in which the Company is a party and
in which Mr. Jackson has a material interest subject to disclosure under Item
404(a) of Regulation S-K.
The foregoing is a brief description of the material terms of the Offer Letter,
which is attached hereto as Exhibit 10.1 and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Offer letter dated August 5, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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AUTOZONE, INC. 
