AUTOZONE, INC.

Item 8.01. Other Events.

On or about October 26, 2020, AutoZone, Inc. (the "Company") mailed a definitive
proxy statement (the "Proxy Statement") to its stockholders describing the
matters to be voted on at the Company's annual meeting of stockholders to be
held on December 16, 2020 (the "2020 Annual Meeting"), including the approval of
the AutoZone, Inc. 2020 Omnibus Incentive Award Plan (the "Plan"), which is
attached as Appendix A to the Proxy Statement. On November 20, 2020, the Board
of Directors of the Company approved an amendment to the Plan (collectively, the
"Plan Amendment") to (i) reduce the Share Limit (as defined in the Plan) under
the terms of the Plan from 1,400,000 to 1,200,000, and (ii) adjust the
computation of the Share Limit under the Plan, whereby awards granted under the
Amended and Restated AutoZone, Inc. 2011 Equity Incentive Award Plan between
October 19, 2020 and the date that the Plan is approved by the Company's
stockholders shall reduce the Share Limit, as provided for the award type
therein. On November 20, 2020, the Company filed supplemental proxy materials
with the Securities and Exchange Commission (the "SEC") to provide stockholders
information about the Plan Amendment, to amend and restate the "Share Overhang
and Availability Table" that is included in the Proxy Statement to provide
supplemental disclosure and provide additional information regarding virtual
meeting attendance and participation. The Plan, as amended, will be presented
for stockholder approval at the 2020 Annual Meeting.

Additional information about the Plan, as well as the Company's other proposals
submitted to the Company's stockholders for approval, can be found in the Proxy
Statement, filed with the SEC on October 26, 2020, which is available on the
Company's website at Investors.AutoZone.com, and on the SEC's website at
www.sec.gov, and can be obtained at no charge on these websites.

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