8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 28, 2025

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AUTOZONE, INC.

(Exact name of registrant as specified in its charter)

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123 South Front Street

Memphis, Tennessee 38103

(Address of Principal Executive Offices) (Zip Code)

(901) 495-6500

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On May 28, 2025, the Board of Directors of AutoZone, Inc. (the “Company”) appointed Constantino Spas Montesinos to the Company’s Board of Directors. Mr. Spas currently serves as the Chief Executive Officer of the Proximity Americas and Mobility Division of Fomento Económico Mexicano, S.A.B. de C.V. (FEMSA).

The Company’s Board of Directors has elected Mr. Spas to serve on its Audit and Nominating and Corporate Governance Committees.  He will be compensated according to the Company’s standard compensation policies for non-employee directors as described in the Company’s Definitive Proxy Statement for its 2024 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on October 30, 2024.

There are no arrangements or understandings between Mr. Spas and any other person pursuant to which he was appointed, there are no family relationships between him and any director or other officer of the Company, and there are no transactions in which the Company is a party and in which he has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

A copy of the press release issued by the Company announcing Mr. Spas’s appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EdgarFiling EXHIBIT 99.1

AutoZone Appoints New Board Member

MEMPHIS, Tenn., May 28, 2025 (GLOBE NEWSWIRE) --  AutoZone, Inc. (NYSE: AZO) today announced the appointment of Constantino Spas Montesinos to the AutoZone Board of Directors.

Constantino serves as the Chief Executive Officer of the Proximity Americas and Mobility Division of Fomento Económico Mexicano, S.A.B. de C.V. (FEMSA). FEMSA is a Mexican multinational beverage and retail company with presence in 18 countries, operating the largest franchise bottler of Coca-Cola products in the world by volume and the largest small-format store chain in Latin America by number of stores. Constantino joined Coca-Cola FEMSA in 2018, bringing extensive international and industry experience. At Coca-Cola FEMSA, he held senior positions in Strategic Planning, and as Chief Financial Officer. He later served as Chief Executive Officer of FEMSA Strategic Businesses.

“We welcome Constantino to our highly engaged, collaborative board.  His well-developed diverse set of skills will further enhance our discussions and debates.  Our entire team looks forward to working with him to continue to drive exceptional performance,” said Bill Rhodes, Executive Chairman, Customer Satisfaction, AutoZone.

With this addition, AutoZone has 11 board members.

About AutoZone:

As of May 10, 2025, AutoZone had 6,537 stores in the U.S., 838 in Mexico and 141 in Brazil for a total store count of 7,516.

AutoZone is the leading retailer and distributor of automotive replacement parts and accessories in the Americas. Each store carries an extensive product line for cars, sport utility vehicles, vans and light duty trucks, including new and remanufactured automotive hard parts, maintenance items, accessories, and non-automotive products. The majority of stores have a commercial sales program that provides prompt delivery of parts and other products and commercial credit to local, regional and national repair garages, dealers, service stations, fleet owners and other accounts. AutoZone also sells 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. Additionally, we sell the ALLDATA brand of automotive diagnostic, repair, collision and shop management software through www.alldata.com. We also provide product information on our Duralast-branded products through www.duralastparts.com. AutoZone does not derive revenue from automotive repair or installation services.

Contact Information: Financial: Brian Campbell at (901) 495-7005, brian.campbell@autozone.com Media: Jennifer Hughes at (901) 495-6022, jennifer.hughes@autozone.com