Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On December 16, 2020 (the "Effective Date"), AutoZone Inc. (the "Company" or "AutoZone") held its 2020 Annual Meeting of Stockholders (the "Annual Meeting"), at which stockholders of the Company approved the AutoZone, Inc. 2020 Omnibus Incentive Award Plan (the "Plan"). As previously disclosed, the Share Limit (as defined in the Plan) is 1,200,000 less any awards granted under the Amended and Restated AutoZone, Inc. 2011 Equity Incentive Award Plan (the "Prior Plan") between October 19, 2020 and the Effective Date, as provided for the award type in the Plan. Accordingly, 1,192,011 shares of Common Stock are available for issuance under the Plan.

For a description of the terms and conditions of the Plan, see "PROPOSAL 4 - Approval of AutoZone, Inc. 2020 Omnibus Incentive Award Plan" in the Company's definitive proxy statement on Schedule 14A , filed with the U.S. Securities and Exchange Commission (the "SEC") on October 26, 2020, as amended by the Company's supplemental proxy materials on Schedule 14A , filed with the SEC on November 20, 2020 (together, the "Proxy Statement"), which descriptions are incorporated herein by reference. The descriptions of the Plan contained in the Proxy Statement are qualified in their entirety by reference to the full text of the Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Copies of the form of grant notice and award agreements for stock options, restricted stock units to officers and restricted stock units to directors are attached hereto as Exhibits 10.2, 10.3 and 10.4, respectively, and are incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The final results of each of the proposals submitted to a vote of stockholders at the Annual Meeting are set forth below. Each such proposal is further described in the Proxy Statement, which descriptions are incorporated herein by reference.

Proposal 1. The stockholders elected ten directors, each of whom will hold office until the Annual Meeting of Stockholders to be held in 2021 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. The tabulation of votes with respect to each nominee for director was as follows:




                                                                         Broker
Nominee                   Votes For     Votes Against    Abstentions    Non-Votes
Douglas H. Brooks         18,599,234          245,281         11,325    1,191,512
Michael M. Calbert        18,823,116           21,647         11,077    1,191,512
Linda A. Goodspeed        18,591,459          253,231         11,150    1,191,512
Earl G. Graves, Jr.       17,795,193        1,049,794         10,853    1,191,512
Enderson Guimaraes        18,772,714           72,439         10,687    1,191,512
D. Bryan Jordan           18,507,256          334,395         14,189    1,191,512
Gale V. King              18,562,202          251,418         42,220    1,191,512
George R. Mrkonic, Jr.    17,651,352        1,193,670         10,818    1,191,512
William C. Rhodes, III    17,081,546        1,623,078        151,216    1,191,512
Jill A. Soltau            18,778,921           64,205         12,714    1,191,512

Proposal 2. The Company's stockholders ratified the appointment of Ernst & Young LLP as AutoZone's independent registered public accounting firm for the fiscal year ending August 28, 2021. The tabulation of votes on this matter was as follows:




Votes For     Votes Against    Abstentions
19,072,377          962,625         12,350

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
17,270,051        1,565,872         19,917           1,191,512

Proposal 4. The Company's stockholders approved the Plan. The tabulation of votes on this matter was as follows:




Votes For     Votes Against    Abstentions    Broker Non-Votes
16,891,563        1,951,732         12,545           1,191,512


Item 9.01.  Financial Statements and Exhibits.

(d)     Exhibits.


Exhibit
  No.                                    Description

10.1         AutoZone, Inc. 2020 Omnibus Incentive Award Plan (as amended through
           November 20, 2020).

10.2         Form of Grant Notice and Award Agreement for Stock Options granted to
           Officers under the AutoZone, Inc. 2020 Omnibus Incentive Award Plan

10.3         Form of Grant Notice and Award Agreement for Restricted Stock Units
           granted to Officers under the AutoZone, Inc. 2020 Omnibus Incentive
           Award Plan

10.4         Form of Grant Notice and Award Agreement for Restricted Stock Units
           granted to Directors under the AutoZone, Inc. 2020 Omnibus Incentive
           Award Plan

104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document).

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