Seeking Alpha
We cover over 5K calls/quarter
Profile| Send Message|
( followers)  

AutoZone, Inc (NYSE:AZO)

Annual Meeting of Stockholders

December 12, 2012 9:30 am ET

Executives

William C. Rhodes - Chairman, Chief Executive Officer and President

Thomas B. Newbern - Senior Vice President of Store Operations and Store Development

Harry L. Goldsmith - Executive Vice President, General Counsel and Secretary

William C. Rhodes

[Audio Gap]

Start every meeting with a cheer and a pledge and also an Extra Miler Story. Do we have an Extra Miler Story this morning?

Thomas B. Newbern

Indeed, we do. This is out of store 3859 in Lowell, Arkansas, not too far across the river. At this trucking [ph] store in Lowell and your manager Jason Smith. Are you guys for real? Is he for real? Listen, I came in innocently enough and only wanted some advice. Boy howdy -- obviously from Arkansas -- boy howdy, did I not realize what I was getting myself into. One simple question, just one. And before I can say -- before you can say, may I please, this man shoots out the door with me and a screwdriver, gets in my car, starts taking apart stuff, first this, then that, then back to this. I didn't ask him to. He just takes it upon himself to solve all my worries. We end up standing around and I have to buy my son a soda and spark plugs for my motor while this man's out doing [indiscernible]. I have been to $200 part stores and asked both -- in both places the same question of them that I did this man. And in each place, I was informed I needed to spend big bucks, or go to a salvage yard, or to a dealer, to fix my dang -- obviously [indiscernible]. And I didn't mind doing that, but here's a guy thinking he can fix it to save me money. And all without so much as a miss in his step on the way out the door. It was like he didn't even consider that he may not be able to do it. I'll never shop another parts store again. My name is Carl. Tell them at Lowell to post my picture and name as Customer of the Month every month because I'm going to be die-hard AutoZone fan from here on out. Sincerely, Carl Wilson [ph].

William C. Rhodes

Thanks, Tom, for that great story. There's so many of those great stories around, I love them. I'll now call the meeting to order.

First, I'd like to introduce the other members of the Board of Directors. As I introduce you, please stand. Audience, please hold your applause until the end.

Sue Gove. Ms. Gove has been a director since 2005. She's the President and Chief Executive Officer of Golfsmith International Holdings, Inc.

Earl G. Graves. Mr. Graves has been a director since 2002 and has served as our Lead Director since January 2009. He is the President and Chief Executive Officer of the Earl G. Graves Publishing Company, publisher of Black Enterprise Magazine.

Enderson Guimaraes. Mr. Guimaraes was elected a director on October 17, 2012. He is the Chief Executive Officer of PepsiCo Europe.

Pitt Hyde. Mr. Hyde is the Founder of AutoZone and has been a director since 1986. He is also the Chairman of the Board of GTx, Inc.

Andy McKenna. Mr. McKenna has been a director since 2000. He's a retired Home Depot executive.

George Mrkonic. Mr. Mrkonic has been a director since June 2006. He is the Non-executive Chairman of Paperchase Products Limited.

Luis Nieto. Mr. Nieto has been a director since September 2008. He is the President of the Nieto Advisory LLC, which provides advisory services to small consumer food companies. Please join me in thanking these wonderful individuals [ph].

I'd also like to recognize Bill Crowley and Bob Grusky, 2 of our current board members for their service over the last 4-plus years. They are not standing for reelection at this meeting. Both of these gentlemen have been invaluable contributors to the development of our strategy and have been material contributors to the overall success of our business. Please give them a round of applause today.

Now I would like to introduce our senior management team, the AutoZone Executive Committee. Now again, please stand when you are introduced and audience, please hold your applause. In addition to the titles that I will read, every AutoZoner, including these AutoZoners, has customer satisfaction in their title to remind us what we're all about.

First, Bill Giles. the AutoZoner with the longest title, Executive Vice President and Chief Financial Officer, Information Technology & ALLDATA; Harry Goldsmith, Executive Vice President, General Counsel and Secretary; Mark Finestone, Senior Vice President, Merchandising; Bill Graves, Senior Vice President, Supply Chain and International; Ron Griffin, Senior Vice President, Chief Information Officer; Tom Newbern, Senior Vice President, Store Operations and Store Development; Charlie Pleas, Senior Vice President, Controller; Larry Roesel, Senior Vice President, Commercial; and Mike Womack, Senior Vice President, Human Resources. Please give them a great round of applause.

I'd also like to take just one second to highlight 2 AutoZoners, one of which has just recently retired last Friday and another that's going to be retiring in January. And that's Lisa Kranc, our former Senior Vice President of Marketing, and Bob Olsen, our Corporate Development Officer. Both of these AutoZoners have been with us more than a decade. Bob twice, up to 17 years in service, and they both provided incredible contribution to this organization. They both will be missed. But obviously, they prepared their organizations to continue to thrive in their absence. So please join me in thanking Bob and Lisa.

I'd also like to introduce Mr. John Ruocco from Computershare, our transfer agent, who will tally the votes for us today. Thank you for being here, John.

Harry Goldsmith will now report on the giving of the Notice of the Meeting and the presence of a quorum.

Harry L. Goldsmith

Okay. I'm presenting to the meeting a complete list of the holders of record of the company's common stock on October 15, 2012, who are entitled to vote at this meeting. I've also received an affidavit from Computershare stating that on October 22, 2012, the mailing of the Notice of the Meeting, the proxy and a postage prepaid return envelope to shareholders of record at the close of the business, October 15, 2012, was commenced. The tabulation of proxy received from stockholders indicates that more than a majority of the outstanding shares are represented at this meeting and a quorum is present.

William C. Rhodes

Thank you, Harry. Before we proceed to the first order of business, if proxies have not been filed or if there's any stockholders who will be voting in person who have not registered, please file your proxies or register it with Mr. Goldsmith at this time. If you have not mailed your proxy and would like to vote by ballot, please raise your hand and a ballot will be handed to you.

In accordance with the Notice of the Meeting, the first order of business is the election of directors to serve until the next Annual Meeting of Stockholders. I'll now ask for a nomination of the slate of directors as listed in the proxy statement and sent to all stockholders.

Unknown Attendee

Bill, I nominate Sue E. Gove; Earl G. Graves, Jr.; Enderson Guimaraes; J. R. Hyde, III; W. Andrew McKenna; George R. Mrkonic, Jr.; Luis P. Nieto; William C. Rhodes, III for election to the Board of Directors.

William C. Rhodes

Thank you, Chris. Is there a second?

Unknown Attendee

I second the nomination.

William C. Rhodes

Thank you, Lisa. We've not been notified of any other nominations. Therefore, I now declare nominations closed.

The second order of business is the ratification of the appointment of Ernst & Young LLP as the registered public accounting firm for the company for the 2013 fiscal year. Ernst & Young has been selected by our Audit Committee as the company's independent registered public accounting firm. Ernst & Young is an independent registered firm of certified public accountants and they state that at no time have they had any material financial interest in or any connection with the company or its subsidiaries or its predecessor, other than as its auditors. Chuck Carver [ph] is with us here today representing Ernst & Young. Chuck, will you please stand to be recognized?

Thank you, Chuck. I'll now ask a motion on this matter.

Unknown Attendee

Bill, I move that the appointment by the company's Audit Committee of Ernst & Young as the company's independent registered public accountants for the 2013 fiscal year be hereby ratified and approved.

William C. Rhodes

Thank you. Is there a second?

Unknown Attendee

Bill, I second that motion.

William C. Rhodes

The motion to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm has been made and seconded. Is there any discussion?

The third order of business is the nonbinding vote on the approval of compensation of our principal executive officer, principal financial officer and our other 3 most highly paid executive officers. I'll now ask for a motion on this matter.

Unknown Attendee

Bill, I move that the compensation paid to AutoZone's named executive officers as disclosed in the proxy statement be approved.

William C. Rhodes

Is there a second?

Unknown Attendee

Bill, I second the motion.

William C. Rhodes

The motion to approve the compensation paid to AutoZone's named executive officers as disclosed in the proxy statement has been made and seconded. Is there any discussion? If you're voting in person, please mark your ballot. The polls are now open. Please pass your ballots to the aisle for collection. Volunteers, will you please collect the ballots of anyone voting in person. While the ballots are being tallied, I'd like to open up the floor to any questions. There being none, we will move to the tally of votes. Do we have the result of the votes?

Harry L. Goldsmith

Yes, sir. Present at this meeting in person or by proxy, 32,587,755 votes of shares in the company's common stock, representing 88.23% of the 36,931,946 million shares deemed to be outstanding as of October 15, 2012. With respect to the election of the 8 directors, the majority of the shares of common stock present at this meeting has voted in favor of the election of each of the 8 nominees. Secondly, with respect to the ratification of the appointment of Ernst & Young LLP as the company's independent registered accounting firm for the 2013 fiscal year, a majority of the shares present at this meeting have been voted in favor of this resolution. And thirdly, with respect to the stockholders' advisory vote on executive compensation, the majority of the shares present at this meeting have been voted to approve the compensation paid to AutoZone's named executive officers as disclosed in the proxy. Based upon this report, all 8 directors have been duly elected; the appointment of Ernst & Young LLP for fiscal year 2013 has been ratified; an advisory vote of the stockholders to approve the compensation paid to our named executive officers has been approved.

William C. Rhodes

Thank you, Harry. If there's no further business, I'll call for a motion to adjourn.

Unknown Attendee

Bill, I move for the meeting to be adjourned.

William C. Rhodes

Is there a second?

Unknown Attendee

Bill, I second that motion.

William C. Rhodes

The meeting is now adjourned. I'd like to thank our stockholders for your continued confidence in our mission. And I'd like to thank all of our AutoZoners across the globe now for their commitment to 1TEAM, Delivering WOW! and living our pledge. Now, let's proceed to deliver a great 2013. But before we go, we have to do it the AutoZone way. Folks, come up and close this out, please.

[Presentation]

William C. Rhodes

Thank you all.

Copyright policy: All transcripts on this site are the copyright of Seeking Alpha. However, we view them as an important resource for bloggers and journalists, and are excited to contribute to the democratization of financial information on the Internet. (Until now investors have had to pay thousands of dollars in subscription fees for transcripts.) So our reproduction policy is as follows: You may quote up to 400 words of any transcript on the condition that you attribute the transcript to Seeking Alpha and either link to the original transcript or to www.SeekingAlpha.com. All other use is prohibited.

THE INFORMATION CONTAINED HERE IS A TEXTUAL REPRESENTATION OF THE APPLICABLE COMPANY'S CONFERENCE CALL, CONFERENCE PRESENTATION OR OTHER AUDIO PRESENTATION, AND WHILE EFFORTS ARE MADE TO PROVIDE AN ACCURATE TRANSCRIPTION, THERE MAY BE MATERIAL ERRORS, OMISSIONS, OR INACCURACIES IN THE REPORTING OF THE SUBSTANCE OF THE AUDIO PRESENTATIONS. IN NO WAY DOES SEEKING ALPHA ASSUME ANY RESPONSIBILITY FOR ANY INVESTMENT OR OTHER DECISIONS MADE BASED UPON THE INFORMATION PROVIDED ON THIS WEB SITE OR IN ANY TRANSCRIPT. USERS ARE ADVISED TO REVIEW THE APPLICABLE COMPANY'S AUDIO PRESENTATION ITSELF AND THE APPLICABLE COMPANY'S SEC FILINGS BEFORE MAKING ANY INVESTMENT OR OTHER DECISIONS.

If you have any additional questions about our online transcripts, please contact us at: transcripts@seekingalpha.com. Thank you!

Source: AutoZone's CEO Hosts Annual Meeting of Stockholders (Transcript)
This Transcript
All Transcripts