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, held December 15, 2021, 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 nine directors, each of whom will hold office until the Annual Meeting of Stockholders to be held in 2022 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        17,328,846         321,996        12,447   1,142,970
Linda A. Goodspeed       17,122,962         531,440         8,887   1,142,970
Earl G. Graves, Jr.      16,611,599       1,041,688        10,002   1,142,970
Enderson Guimaraes       17,552,443          99,245        11,601   1,142,970
D. Bryan Jordan          17,207,025         444,637        11,627   1,142,970
Gale V. King             17,308,120         325,711        29,458   1,142,970
George R. Mrkonic, Jr.   16,378,926       1,269,085        15,278   1,142,970
William C. Rhodes, III   15,970,689       1,578,926       113,674   1,142,970
Jill A. Soltau           17,571,979          80,304        11,006   1,142,970

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 27, 2022. The tabulation of votes on this matter was as follows:





Votes For    Votes Against   Abstentions
17,435,905     1,360,667        9,687

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 15,224,025 2,415,167 24,097 1,142,970

Proposal 4. The Company's stockholders voted in favor of the proposal on Climate Transition Plan Reporting. The tabulation of votes on this matter was as follows:





Votes For    Votes Against   Abstentions   Broker Non-Votes
12,371,115     5,190,877       101,197        1,142,970


Item 8.01.  Other Events

On December 15, 2021, AutoZone, Inc. issued a press release announcing that its Board of Directors has authorized the repurchase of an additional $1.5 billion of the Company's common stock in connection with its ongoing share repurchase program. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.




Item 9.01.  Financial Statements and Exhibits.



(d)    Exhibits.



Exhibit
  No.                                      Description
  99.1       Press Release dated December 15, 2021
104        Cover Page Interactive Data File (embedded within the Inline XBRL document).

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