The actual incentive amount paid depends on their annual performance. . . . On the growth side, I would just say that, look we grew gross profit dollars by 20%. Our primary focus will continue to be growing absolute gross profit dollars in total auto parts segment. .

. . . . . . .

. . . . Annual incentive awards are based on achievement of business objectives set by the Compensation Committee, but the Compensation Committee may exercise negative discretion, and if it does so, it is typically in reliance on the Chief Executive Officer's assessment of an individual's performance.

. .

. So, as you continue to take share on the commercial side, I was just curious if you could comment on how this business has changed as a result of the pandemic and whether we — you would view the double-digit growth as sustainable going forward.

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. . Brokers, banks, and others who hold our stock for beneficial owners will be reimbursed by us for their expenses related to forwarding our proxy materials to the beneficial owners. . . . During the quarter, there were certainly some geographic regions that did better than others as they are always are, but all of our regions performed well. . . . .

. . . . . . .

And they typically have slightly lower margins than the average. . . . AutoZone reviews publicly-available data from a peer group of companies to help us ensure that our overall compensation remains competitive.

In the quarter, sales to our DIFM customers represented 21.5% of our total sales and increased approximately $89 million from last year’s Q4. . . . . . . . Experience, Skills and Qualifications: The Board believes Mr. Jordan is qualified to serve as a director of the Company based on his extensive experience in the banking and financial services industry, his experience serving as the chief executive officer and the chief financial officer of public companies, his knowledge of corporate finance and management, and his owner orientation, as well as his integrity, energy, and willingness to spend time on and interest in AutoZone.

.Vanguard Group, Inc. (2). . . . . . . . . . . . We expect to maintain an elevated level of cash and cash equivalents throughout most of this new fiscal year. . . . .

Interestingly, after each of those outsized sales growth periods, they have never been followed by equivalent declines in the years that follow. . .

. These procedures are described in more detail in our Corporate Governance Principles, which are available on our corporate website Investors.AutoZone.com. . .

. . . Additionally, we sell automotive hard parts, maintenance items, accessories and non-automotive products through www.autozone.com and our commercial customers can make purchases through www.autozonepro.com. . . . Yet, the unquestionable character of our AutoZoners, customers and the communities we serve have never been so readily apparent.

. Who is eligible to participate in the Plan? . . . A written or electronic notice complying with the applicable rules established by the Administrator stating that the Option, or a portion thereof, is exercised. . . Another way to view this is that the company expanded its distribution capacity by 5% in a single quarter. More details on these elements follow throughout the Compensation Discussion and Analysis and this Proxy Statement, as appropriate. Your line is now open.

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. . Batteries, as an example, outperformed during the quarter. . . . . . . . . This structure, together with our other corporate governance practices, provides strong independent oversight of management while ensuring clear strategic alignment throughout the Company. . . . . If you hold your shares through an intermediary, such as a bank or broker or other nominee, you must register in advance to attend the Annual Meeting.

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. . . . . . .

. Unresolved Staff Comments . What is the work environment and culture like at AutoZone? . . . Your line is now open.

. . Third, we have got our stores managers to buy in to our commercial sales initiatives.

. . .

Philip B. Daniele. However, the payout cannot exceed 100% unless the EBIT target is exceeded (i.e., unless there is "excess EBIT" to fund the additional incentive payout). They are not only involved with the commercial effort but they are fully onboard with driving sales calls and improving our service to our commercial customers.

.

So that will actually, I think, reduce our risk on a long-term basis and should also find other opportunities for us to lower our acquisition cost. . . . Following the Effective Date, no further grants shall be made under the Prior Plan. Any director nominee who is not an incumbent director and who does not receive a majority vote in an uncontested election will not be elected as a director, and a vacancy will be left on the Board.

Last year did have the extra week and excluding that week, our sales were up $140.4 million, our weekly sales program were $12,250 and they were up 14.2% on a per program basis versus $10,700 per week last year. .

.

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. . . Can you update us on where that stands? . . . . We remain committed to improving the shopping experience online in order to help customers identify what they need and allow them a quicker in and out experience once they come to our stores for pickup. . . . . . . . .

. . Now let’s turn our focus to the balance of the P&L. . . .

.

. . . . . If you look back to what happens every year when tax refunds come out and it’s the DIY business, they both pick up, but the DIY business picks up even more. .

. . . . . . Yes. . . . Seong will come to us with a significant amount of experience in this area and we are excited about her joining the organization and helping the great team that we have already built overseas buying product every day, but Seong will be able to add a lot of value in that area as well. . It is possible to earn EBIT below target but exceed ROIC target to achieve 100% payout. . . . . . .

Bill? .

. Annual Report . . . . The Board recommends that the stockholders vote FOR each of these nominees. The award agreement governing an award under the Plan will specify when the award will vest, in whole or in part, and will denote any events or conditions upon which vesting is contingent or which may accelerate vesting. Regarding Brazil, we finished with 43 stores. .

. . .

. . . Upon stockholder approval of the Plan, no shares will be available for grant under the Prior Plan. . . . .

. . . .

. Now I’ll turn it over to Bill Giles.

AutoZone's compensation program is intended to support long-term focus on stockholder value, so it emphasizes long-term rewards. . . . Shares abstaining from voting and shares as to which a broker non-vote occurs are considered present for purposes of determining whether a quorum exists.

. . . As of November 23, 2020. . . . . The 2003 Director Compensation Plan and the 2003 Director Stock Option Plan were terminated in December 2010 and replaced by the 2011 Equity Plan. Whether during times of natural disasters, in the midst of a global pandemic, or as we go about our day-to-day lives, our ability to ensure that our customers can safely and responsibly operate their vehicles is and will always be essential. For more information on the consequences of refusal to consent or withdrawal of consent, Participants may contact their local human resources representative. . . . . Next, I’d like to update you on our inventory levels in total. . .

. We are very happy to report that our domestic same-store sales in August, while down some from May through July, were still up a remarkable 16.5%.

. . . The combination of these factors drove earnings per share for the quarter to $30.93, up 47.6% over the prior year’s fourth quarter excluding the extra week. . Stock purchase plans. . .

. They just stepped down a little bit. . . . . . . The commercial business lagged it, but it continued to build very methodically over the course of the quarter.

. .

. . . . .

. . This transcript is produced by AlphaStreet, Inc. . The Severance and Non-Compete Agreement further provides that the executive will not compete with AutoZone or solicit its employees for a two-year period after his or her employment with AutoZone terminates. . . . . . . . . . . . . . . . Nominees. . Unvested Stock Options .

. Over time, as the median pay levels in the competitive market change, as evidenced by the salary survey data, AutoZone will make appropriate adjustments to salary range midpoints so that on average, these midpoints are positioned at roughly 100% of the market median value for base salaries as revealed by the surveys. . Can you update us on where that stands? . . . . . . . I appreciate that. . . . . .

. . . . . Chairs Board meetings when the Chairman is not present, including presiding at all executive sessions of the Board (without management present) at every regularly scheduled Board meeting; Works with management to determine the information and materials to be provided to Board members; Approves Board meeting agendas, schedules, and other information to be provided to the Board; Consults with the Chairman on such other matters as are pertinent to the Board and the Company; Has the authority to call meetings of the independent directors; Is available for direct communication and consultation with major shareholders upon request; and. . . If you have any objections, please disconnect at this time.

. . There are provisions in the EDCP for withdrawal of all or part of the deferral account balance in the event of an extreme and unforeseen financial hardship.

Bill? . . . . . . .

. .

. . EBIT is defined as net income plus interest and taxes. . . .

. . .

. . . . Tell us about you and get an estimated calculation of how much you should be earning and insight into your career options. .

. . . .

. . AutoZoners, you truly delivered on AutoZone’s promise to provide exceptional customer service.

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. . . . . . . She is also a director of American Electric Power Co., Inc., and Darling Ingredients Inc., and was a director of Global Power Equipment Group through April 2018 and Columbus McKinnon Corp. through 2017.

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. . . . . .

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. Additionally, in the event that AutoZone or our subsidiaries or affiliates acquire or combine with a company that has shares available under a pre-existing plan approved by stockholders (and not in contemplation of such acquisition or combination), the shares available for grant pursuant to the terms of such pre-existing plan may be used for awards under the Plan in certain circumstances and will not reduce the shares authorized for grant under the Plan. He has been the President and Chief Executive Officer of Black Enterprise, publisher of Black Enterprise Magazine, since January 2006, and was President and Chief Operating Officer from 1998 to 2006. Subject to Section 9.1(b) hereof, Dividend Equivalents may be granted by the Administrator, either alone or in tandem with another Award, based on dividends declared on the Common Stock, to be credited as of dividend payment dates during the period between the date the Dividend Equivalents are granted to a Participant and the date such Dividend Equivalents terminate or expire, as determined by the Administrator. . . . . . .

. .

.

A stock payment is a payment in the form of shares of our common stock or an option or other right to purchase shares, as part of a bonus, deferred compensation or other arrangement. . Such vesting may be based on service with the Company or any Affiliate, any of the Performance Criteria, or any other criteria selected by the Administrator. . . . .

. . Directors, NEOs and other senior executives are strictly prohibited from pledging our securities as collateral.



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