Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


            Year.

On March 21, 2023, the Board of Directors (the "Board") of AutoZone, Inc. (the "Company") adopted and approved amended and restated by-laws (the "Eighth Amended and Restated By-Laws"), effective immediately. Among other things, the amendments effected by the Eighth Amended and Restated By-Laws:

· Enhance procedural mechanics and disclosure requirements in connection with

stockholder nominations of directors made in connection with annual and special

meetings of stockholders by, including, without limitation:

? Adding a requirement that any stockholder submitting a nomination notice make a

representation as to whether such stockholder intends to solicit proxies in

support of director nominees other than the Company's nominees in accordance

with Rule 14a-19 under the Securities and Exchange Act of 1934, as amended,

regarding universal proxy cards (the "Universal Proxy Rule");

? Clarifying that if any stockholder provides notice pursuant to the Universal

Proxy Rule and subsequently either (i) notifies the Company that such

stockholder no longer intends to solicit proxies in support of director

nominees other than the Company's nominees or (ii) such stockholder fails to

comply with the requirements of the Universal Proxy Rule, then such nomination

will be disregarded and no vote on such nominee proposed by such stockholder

will occur;

? Requiring additional disclosures from nominating stockholders or proposing

persons, proposed nominees and, if the nominating or proposing stockholder is

not a natural person, the natural person(s) associated with such stockholder

responsible for the decision to propose the business or nomination; and

? Requiring that, if requested by the Board or any Board committee, proposed

nominees make themselves available for interviews by the Board or such

committee within ten (10) days following the date of any reasonable request

therefor from the Board or any Board committee.

· Require any stockholders directly or indirectly soliciting proxies from other


   stockholders to use a proxy card color other than white, with the white proxy
   card being reserved for exclusive use by the Board;

· Require the Board to fix a new record date if a meeting is adjourned or


   postponed to a date that is more than 60 days later than the meeting date set
   for the original meeting;

· Clarify the Board's authority to designate the location for shareholder

meetings, which may be held by means of remote communication; and

· Make various other updates, including technical, ministerial and conforming


   changes.

The foregoing summary of the amendments effected by the Eighth Amended and Restated By-Laws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Eighth Amended and Restated By-Laws, which are filed as Exhibit 3.1 hereto and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits.



Exhibit
  No.                                      Description
  3.1        Eighth Amended and Restated By-Laws of AutoZone, Inc.
  104      Cover Page Interactive Data File (embedded within the Inline XBRL document)

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