8-K
AUTOZONE INC (AZO)
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): April 21, 2025
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AUTOZONE, INC.
(Exact name of registrant as specified in its charter)
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| Nevada | 1-10714 | 62-1482048 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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)
_______________________________
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | AZO | New York Stock Exchange |
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 April 21, 2025, the Board of Directors of AutoZone, Inc. (the “Company”) appointed Claire Rauh McDonough to the Company’s Board of Directors. Ms. McDonough currently serves as Chief Financial Officer of Rivian Automotive, Inc.
The Company’s Board of Directors has elected Ms. McDonough to serve on its Audit and Compensation Committees. She 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 Ms. McDonough and any other person pursuant to which she was promoted, there are no family relationships between her and any director or other officer of the Company, and there are no transactions in which the Company is a party and in which she 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 on Ms. McDonough announcing her appointment 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 April 23, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| AUTOZONE, INC. | ||
|---|---|---|
| Date: April 23, 2025 | By: | /s/ Jenna M. Bedsole |
| Jenna M. Bedsole | ||
| Senior Vice President, General Counsel and Secretary |
EdgarFiling EXHIBIT 99.1
AutoZone Appoints New Board Member
MEMPHIS, Tenn., April 23, 2025 (GLOBE NEWSWIRE) -- AutoZone, Inc. (NYSE: AZO) today announced the appointment of Claire Rauh McDonough to the AutoZone Board of Directors.
Claire serves as the Chief Financial Officer of Rivian, an American automotive manufacturer that develops and builds category-defining electric vehicles as well as software and services that address the entire lifecycle of the vehicle. Prior to joining Rivian in 2021, she was a Managing Director in Investment Banking and co-head of the Disruptive Commerce Group at J.P. Morgan. Claire is a board member of Rivian and Volkswagen Group Technology LLC.
“We are excited to welcome Claire to our talented, highly engaged board. The unique skills she brings to our board will further enhance our perspectives and deliberations. The board and management team look forward to working with her in this new capacity,” said Bill Rhodes, Executive Chairman, AutoZone, Customer Satisfaction.
With this addition, AutoZone has 10 board members.
About AutoZone:
As of February 15, 2025, AutoZone had 6,483 stores in the U.S., 813 in Mexico and 136 in Brazil for a total store count of 7,432.
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