AutoZone, Inc. (NYSE:AZO) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 19, 2018, the Board of Directors (the “Board”) of AutoZone, Inc. (the “Company”) amended and restated the Company’s by-laws (the “Restated By-Laws”) to implement “proxy access.” The Restated By-Laws became effective March 19, 2018.
The proxy access provisions in the Restated By-Laws are set forth in Article II, Section 10. These provisions allow for an individual eligible stockholder or group of up to twenty (20) eligible stockholders to nominate and include in the Company’s proxy materials candidates for election to the Board, as long as such stockholder or the stockholder group, as applicable, continuously owns 3% or more of the outstanding shares of Company common stock for at least three (3) years. The maximum number of proxy access nominees permitted cannot be more than the greater of two (2) or 20% of the Board (rounded down to the closest whole number), provided that the stockholder(s) and the nominee(s) satisfy the requirements further described in Article II, Section 10 of the Restated By-Laws.
This process is subject to additional eligibility, procedural and disclosure requirements set forth in the Restated By-Laws, including the requirement that proxy access notice must be delivered to the Company no earlier than the close of business one-hundred twenty (120) and no later than the close of business ninety (90) days before the first anniversary of the preceding year’s annual meeting for regularly scheduled annual meetings. Further, Article II, Section 10 adds certain requirements that all nominees for directors and nominating stockholder(s) provide certain information, representations and agreements to the Company in order to be eligible for election.
The foregoing is only a summary of the Restated By-Laws and is qualified in its entirety by reference to the Restated By-Laws, which are filed as Exhibit 3.1 to this current report on Form 8-K and incorporated into this Item 5.03 by reference.
Item 8.01. Other Events.
On March 20, 2018, the Company issued a press release announcing that its Board of Directors has authorized the repurchase of an additional $1.0 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 |
| 3.1 | Seventh Amended and Restated By-Laws of AutoZone, Inc. |
| 99.1 | Press Release dated March 20, 2018 |
AUTOZONE INC ExhibitEX-3.1 2 exh_31.htm EXHIBIT 3.1 EdgarFiling Exhibit 3.1 SEVENTH AMENDED AND RESTATED BY-LAWS OF AUTOZONE,…To view the full exhibit click here
About AutoZone, Inc. (NYSE:AZO)
Autozone, Inc. is a retailer and distributor of automotive replacement parts and accessories in the United States. The Company operates through the Auto Parts Locations segment. The Auto Parts Locations segment is a retailer and distributor of automotive parts and accessories. As of August 27, 2016, the Company operated through 5,814 locations in the United States, Puerto Rico, Mexico and Brazil. The Company’s stores carry product lines for cars, sport utility vehicles, vans and light trucks, including new and remanufactured automotive hard parts, maintenance items, accessories and non-automotive products. The Company’s other operating segments include ALLDATA, which produces, sells and maintains diagnostic and repair information software used in the automotive repair industry; E-commerce, which includes direct sales to customers through www.autozone.com, and AutoAnything, which includes direct sales to customers through www.autoanything.com.
