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AUTOZONE INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and AUTOZONE INC.’s Form 8-K (Item 5.07 on EDGAR). Page generated 04 October 2026.

  • 23Reported items
  • 898Asset managers
  • 11,334Fund votes
  • 2024-12-18Meeting date

Proxy season: 2023-2024 2024-2025 2025-2026

Explore AUTOZONE INC. in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by AUTOZONE INC.

These tallies are AUTOZONE INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

AUTOZONE INC. — official shareholder meeting results, meeting held 2024-12-18
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Elect Director: Philip B. Daniele, III 13,787,507415,29220,084 --934,793 Majority: yes
Elect Director: Michael A. George 14,108,92391,81422,146 --934,793 Majority: yes
Elect Director: Linda A. Goodspeed 13,441,261759,61222,010 --934,793 Majority: yes
Elect Director: Earl G. Graves, Jr. 12,814,2981,384,02724,558 --934,793 Majority: yes
Elect Director: Brian P. Hannasch 14,029,853170,01423,016 --934,793 Majority: yes
Elect Director: Gale V. King 14,055,219145,02422,640 --934,793 Majority: yes
Elect Director: George R. Mrkonic, Jr. 13,164,3421,036,13122,410 --934,793 Majority: yes
Elect Director: William C. Rhodes, III 13,332,045870,92619,912 --934,793 Majority: yes
Elect Director: Jill A. Soltau 13,534,228666,06522,590 --934,793 Majority: yes
Proposal 2 . The Company's shareholders ratified the appointment of Ernst & Young LLP as AutoZone's independent registered public accounting firm for the 2025 fiscal year. 13,823,8461,312,94220,888 ---- Majority: yes
Proposal 3 . The Company's shareholders approved, on an advisory, non-binding basis, the compensation of AutoZone's named executive officers. 12,708,6841,474,93939,260 --934,793 Majority: yes
Proposal 4 . The Company's shareholders approved, on an advisory, non-binding basis, a reduction in the ownership threshold to call a special meeting of shareholders to 25%. 12,792,0601,415,79915,024 --934,793 Majority: yes
Proposal 5 (Shareholder Proposal) . The Company's shareholders did not approve, on an advisory, non-binding basis, a reduction in the ownership threshold to call a special meeting of shareholders to 10%. 6,313,2597,889,32720,297 --934,793 Majority: no

Source: AUTOZONE INC., Form 8-K — read the filing on EDGAR.

How asset managers voted at the AUTOZONE INC. 2024-2025 meeting

Each item below shows how the 898 asset managers that disclosed a AUTOZONE INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of AUTOZONE INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Approval of an advisory vote on the compensation of named executive officers

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2024-12-18.

Combines 17 wordings of this item as funds reported it.

90% Majority: yes · of votes cast

FOR 90%10%
FOR: 12,708,684AGAINST: 1,474,939

AUTOZONE INC.’s own tally for this item (“Proposal 3 . The Company's shareholders approved, on an advisory, non-binding basis, the compensation of AutoZone's named executive officers.”): 12,708,684 for, 1,474,939 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 16,782,160 outstanding shares: 76% for, 9% against (85% of the company cast a for/against vote).

The 852 asset managers below cast 92% of the shares they voted on this item FOR. Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

FOR 91%8%
FOR: 91.1%AGAINST: 8.2%ABSTAIN: 0.8%NOT VOTED: 0.0%
Largest asset managers voting on “Approval of an advisory vote on the compensation of named executive officers” at AUTOZONE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard1,797,2820 00For
JPMorgan1,580,3340 00For
BlackRock975,608145 00For
Fidelity770,3660 00For
State Street554,6970 00For
Parnassus501,5070 00For
T. Rowe Price448,5330 00For
GEODE CAPITAL MANAGEMENT, LLC424,3130 00For
Fiera Capital Corp375,7260 00For
John Hancock291,226541 00For
FIRST MANHATTAN CO. LLC.234,1560 00For
Morgan Stanley582216,859 00Against
Charles Schwab213,3880 00For
RBC Global Asset Management (U.S.)193,8900 00For
PineStone Asset Management Inc.184,0480 00For
Northern Trust179,1760 00For
AllianceBernstein151,1470 00For
NORDEA INVESTMENT MANAGEMENT AB1,441135,125 00Against
Mitsubishi UFJ Asset Management Co., Ltd.128,1560 00For
Invesco0127,406 00Against
Union Investment Privatfonds GmbH0126,799 00Against
Robeco Institutional Asset Management B.V.103,4880 00For
MARSHFIELD ASSOCIATES46,2640 41,6920For
SEI86,1960 00For
BROWN ADVISORY INC84,8410 00For

Showing the 25 largest of 852 asset managers. See all 852 in the interactive database.

2. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2025 fiscal year

AUDIT-RELATEDMajority of the votes cast: yes

Meeting held 2024-12-18.

Combines 6 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%9%
FOR: 13,823,846AGAINST: 1,312,942

AUTOZONE INC.’s own tally for this item (“Proposal 2 . The Company's shareholders ratified the appointment of Ernst & Young LLP as AutoZone's independent registered public accounting firm for the 2025 fiscal year.”): 13,823,846 for, 1,312,942 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 16,782,160 outstanding shares: 82% for, 8% against (90% of the company cast a for/against vote).

The 169 asset managers below cast 99.5% of the shares they voted on this item FOR (4,842,609 for, 19,759 against).

FOR 99.5%
FOR: 4,842,609 (99.5%)AGAINST: 19,759 (0.4%)ABSTAIN: 3,515 (0.1%)
Largest asset managers voting on “Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for ” at AUTOZONE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard1,683,4419,989 00For
Fidelity578,4240 00For
BlackRock444,7340 00For
JPMorgan416,4680 00For
Parnassus238,2520 00For
John Hancock201,9840 00For
State Street145,4294 00For
T. Rowe Price123,4090 00For
Charles Schwab105,2170 00For
Jackson National59,1040 00For
Invesco56,7070 00For
Hartford48,52812 00For
TIAA42,6620 00For
AMANA MUTUAL FUNDS TRUST40,0000 00For
SEI37,0010 00For
Dimensional31,6200 00For
Ultimus Managers Trust28,7120 00For
Waddell & Reed27,9170 00For
MASTER INVESTMENT PORTFOLIO27,0040 00For
Bridge Builder Trust26,1920 00For
Equitable21,853500 00For
FRANKLIN STRATEGIC SERIES18,8780 00For
Prudential/PGIM18,5890 00For
FENIMORE ASSET MANAGEMENT TRUST18,2650 00For
Pacific Life17,8170 00For

Showing the 25 largest of 169 asset managers. See all 169 in the interactive database.

3. Election of Directors: Philip B. Daniele, III

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-12-18.

Combines 6 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 13,787,507AGAINST: 415,292

AUTOZONE INC.’s own tally for this item (“Elect Director: Philip B. Daniele, III”): 13,787,507 for, 415,292 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 16,782,160 outstanding shares: 82% for, 2% against (85% of the company cast a for/against vote).

The 169 asset managers below cast 99.9% of the shares they voted on this item FOR (4,866,260 for, 1,394 against).

FOR 99.8%
FOR: 4,866,260 (99.9%)AGAINST: 1,394 (0.0%)ABSTAIN: 3,515 (0.1%)
Largest asset managers voting on “Election of Directors: Philip B. Daniele, III” at AUTOZONE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard1,693,4300 00For
Fidelity578,4240 00For
BlackRock444,7340 00For
JPMorgan416,4680 00For
Parnassus238,2520 00For
John Hancock201,9840 00For
State Street145,4294 00For
T. Rowe Price123,4090 00For
Charles Schwab105,2170 00For
Jackson National59,1040 00For
Invesco56,7070 00For
Hartford48,5400 00For
TIAA42,6620 00For
AMANA MUTUAL FUNDS TRUST40,0000 00For
SEI37,0010 00For
Dimensional31,6200 00For
Ultimus Managers Trust28,7120 00For
Waddell & Reed27,9170 00For
MASTER INVESTMENT PORTFOLIO27,0040 00For
Bridge Builder Trust25,632560 00For
Equitable22,3530 00For
FRANKLIN STRATEGIC SERIES18,8780 00For
Prudential/PGIM18,5890 00For
FENIMORE ASSET MANAGEMENT TRUST18,2650 00For
Pacific Life17,8170 00For

Showing the 25 largest of 169 asset managers. See all 169 in the interactive database.

4. Election of Directors: Michael A. George

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-12-18.

Combines 6 wordings of this item as funds reported it.

99.3% Majority: yes · of votes cast

FOR 99.3%
FOR: 14,108,923AGAINST: 91,814

AUTOZONE INC.’s own tally for this item (“Elect Director: Michael A. George”): 14,108,923 for, 91,814 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 16,782,160 outstanding shares: 84% for, 0.6% against (85% of the company cast a for/against vote).

The 169 asset managers below cast 99.9% of the shares they voted on this item FOR (4,867,577 for, 77 against).

FOR 99.9%
FOR: 4,867,577 (99.9%)AGAINST: 77 (0.0%)ABSTAIN: 3,515 (0.1%)
Largest asset managers voting on “Election of Directors: Michael A. George” at AUTOZONE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard1,693,4300 00For
Fidelity578,4240 00For
BlackRock444,7340 00For
JPMorgan416,4680 00For
Parnassus238,2520 00For
John Hancock201,9840 00For
State Street145,4276 00For
T. Rowe Price123,4090 00For
Charles Schwab105,2170 00For
Jackson National59,1040 00For
Invesco56,7070 00For
Hartford48,5400 00For
TIAA42,6620 00For
AMANA MUTUAL FUNDS TRUST40,0000 00For
SEI37,0010 00For
Dimensional31,6200 00For
Ultimus Managers Trust28,7120 00For
Waddell & Reed27,9170 00For
MASTER INVESTMENT PORTFOLIO27,0040 00For
Bridge Builder Trust26,1920 00For
Equitable22,3530 00For
FRANKLIN STRATEGIC SERIES18,8780 00For
Prudential/PGIM18,5890 00For
FENIMORE ASSET MANAGEMENT TRUST18,2650 00For
Pacific Life17,8170 00For

Showing the 25 largest of 169 asset managers. See all 169 in the interactive database.

5. Election of Directors: Linda A. Goodspeed

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-12-18.

Combines 6 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 13,441,261AGAINST: 759,612

AUTOZONE INC.’s own tally for this item (“Elect Director: Linda A. Goodspeed”): 13,441,261 for, 759,612 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 16,782,160 outstanding shares: 80% for, 5% against (85% of the company cast a for/against vote).

The 169 asset managers below cast 99.9% of the shares they voted on this item FOR (4,865,813 for, 1,858 against).

FOR 99.8%
FOR: 4,865,813 (99.9%)AGAINST: 1,858 (0.0%)ABSTAIN: 3,498 (0.1%)
Largest asset managers voting on “Election of Directors: Linda A. Goodspeed” at AUTOZONE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard1,693,4300 00For
Fidelity578,4240 00For
BlackRock444,7340 00For
JPMorgan416,4680 00For
Parnassus238,2520 00For
John Hancock201,9840 00For
State Street145,42211 00For
T. Rowe Price123,4090 00For
Charles Schwab105,2170 00For
Jackson National59,1040 00For
Invesco56,7070 00For
Hartford48,5400 00For
TIAA42,6620 00For
AMANA MUTUAL FUNDS TRUST40,0000 00For
SEI37,0010 00For
Dimensional31,6200 00For
Ultimus Managers Trust28,7120 00For
Waddell & Reed27,9170 00For
MASTER INVESTMENT PORTFOLIO27,0040 00For
Bridge Builder Trust25,632560 00For
Equitable22,3530 00For
FRANKLIN STRATEGIC SERIES18,8780 00For
Prudential/PGIM18,5890 00For
FENIMORE ASSET MANAGEMENT TRUST18,2650 00For
Pacific Life17,8170 00For

Showing the 25 largest of 169 asset managers. See all 169 in the interactive database.

6. Election of Directors: Earl G. Graves, Jr.

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-12-18.

Combines 6 wordings of this item as funds reported it.

90% Majority: yes · of votes cast

FOR 90%10%
FOR: 12,814,298AGAINST: 1,384,027

AUTOZONE INC.’s own tally for this item (“Elect Director: Earl G. Graves, Jr.”): 12,814,298 for, 1,384,027 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 16,782,160 outstanding shares: 76% for, 8% against (85% of the company cast a for/against vote).

The 169 asset managers below cast 95% of the shares they voted on this item FOR (4,614,348 for, 253,323 against).

FOR 95%
FOR: 4,614,348 (94.7%)AGAINST: 253,323 (5.2%)ABSTAIN: 3,498 (0.1%)
Largest asset managers voting on “Election of Directors: Earl G. Graves, Jr.” at AUTOZONE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard1,693,4300 00For
Fidelity578,4240 00For
BlackRock444,7340 00For
JPMorgan416,4680 00For
Parnassus0238,252 00Against
John Hancock201,443541 00For
State Street145,41320 00For
T. Rowe Price123,4090 00For
Charles Schwab105,2170 00For
Jackson National59,1040 00For
Invesco56,7070 00For
Hartford48,5400 00For
TIAA42,6620 00For
AMANA MUTUAL FUNDS TRUST40,0000 00For
SEI37,0010 00For
Dimensional31,6200 00For
Ultimus Managers Trust28,7120 00For
Waddell & Reed27,9170 00For
MASTER INVESTMENT PORTFOLIO27,0040 00For
Bridge Builder Trust25,632560 00For
Equitable22,3530 00For
FRANKLIN STRATEGIC SERIES18,8780 00For
Prudential/PGIM18,5890 00For
FENIMORE ASSET MANAGEMENT TRUST18,2650 00For
Pacific Life17,8170 00For

Showing the 25 largest of 169 asset managers. See all 169 in the interactive database.

7. Election of Directors: Brian P. Hannasch

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-12-18.

Combines 6 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 14,029,853AGAINST: 170,014

AUTOZONE INC.’s own tally for this item (“Elect Director: Brian P. Hannasch”): 14,029,853 for, 170,014 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 16,782,160 outstanding shares: 84% for, 1% against (85% of the company cast a for/against vote).

The 169 asset managers below cast 99.9% of the shares they voted on this item FOR (4,866,599 for, 454 against).

FOR 99.9%
FOR: 4,866,599 (99.9%)AGAINST: 454 (0.0%)ABSTAIN: 4,116 (0.1%)
Largest asset managers voting on “Election of Directors: Brian P. Hannasch” at AUTOZONE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard1,693,4300 00For
Fidelity578,4240 00For
BlackRock444,7340 00For
JPMorgan416,4680 00For
Parnassus238,2520 00For
John Hancock201,9840 00For
State Street145,4276 00For
T. Rowe Price123,4090 00For
Charles Schwab105,2170 00For
Jackson National59,1040 00For
Invesco56,7070 00For
Hartford48,5400 00For
TIAA42,6620 00For
AMANA MUTUAL FUNDS TRUST40,0000 00For
SEI37,0010 00For
Dimensional31,6200 00For
Ultimus Managers Trust28,7120 00For
Waddell & Reed27,9170 00For
MASTER INVESTMENT PORTFOLIO27,0040 00For
Bridge Builder Trust26,1920 00For
Equitable22,3530 00For
FRANKLIN STRATEGIC SERIES18,8780 00For
Prudential/PGIM18,5890 00For
FENIMORE ASSET MANAGEMENT TRUST18,2650 00For
Pacific Life17,8170 00For

Showing the 25 largest of 169 asset managers. See all 169 in the interactive database.

8. Election of Directors: Gale V. King

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-12-18.

Combines 6 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 14,055,219AGAINST: 145,024

AUTOZONE INC.’s own tally for this item (“Elect Director: Gale V. King”): 14,055,219 for, 145,024 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 16,782,160 outstanding shares: 84% for, 0.9% against (85% of the company cast a for/against vote).

The 169 asset managers below cast 99.9% of the shares they voted on this item FOR (4,866,600 for, 453 against).

FOR 99.9%
FOR: 4,866,600 (99.9%)AGAINST: 453 (0.0%)ABSTAIN: 4,116 (0.1%)
Largest asset managers voting on “Election of Directors: Gale V. King” at AUTOZONE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard1,693,4300 00For
Fidelity578,4240 00For
BlackRock444,7340 00For
JPMorgan416,4680 00For
Parnassus238,2520 00For
John Hancock201,9840 00For
State Street145,4276 00For
T. Rowe Price123,4090 00For
Charles Schwab105,2170 00For
Jackson National59,1040 00For
Invesco56,7070 00For
Hartford48,5400 00For
TIAA42,6620 00For
AMANA MUTUAL FUNDS TRUST40,0000 00For
SEI37,0010 00For
Dimensional31,6200 00For
Ultimus Managers Trust28,7120 00For
Waddell & Reed27,9170 00For
MASTER INVESTMENT PORTFOLIO27,0040 00For
Bridge Builder Trust26,1920 00For
Equitable22,3530 00For
FRANKLIN STRATEGIC SERIES18,8780 00For
Prudential/PGIM18,5890 00For
FENIMORE ASSET MANAGEMENT TRUST18,2650 00For
Pacific Life17,8170 00For

Showing the 25 largest of 169 asset managers. See all 169 in the interactive database.

9. Election of Directors: George R. Mrkonic, Jr.

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-12-18.

Combines 6 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%7%
FOR: 13,164,342AGAINST: 1,036,131

AUTOZONE INC.’s own tally for this item (“Elect Director: George R. Mrkonic, Jr.”): 13,164,342 for, 1,036,131 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 16,782,160 outstanding shares: 78% for, 6% against (85% of the company cast a for/against vote).

The 169 asset managers below cast 99.9% of the shares they voted on this item FOR (4,863,957 for, 3,714 against).

FOR 99.8%
FOR: 4,863,957 (99.9%)AGAINST: 3,714 (0.1%)ABSTAIN: 3,498 (0.1%)
Largest asset managers voting on “Election of Directors: George R. Mrkonic, Jr.” at AUTOZONE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard1,693,4300 00For
Fidelity578,4240 00For
BlackRock444,7340 00For
JPMorgan416,4680 00For
Parnassus238,2520 00For
John Hancock201,9840 00For
State Street145,42211 00For
T. Rowe Price123,4090 00For
Charles Schwab105,2170 00For
Jackson National59,1040 00For
Invesco56,7070 00For
Hartford48,5400 00For
TIAA42,6620 00For
AMANA MUTUAL FUNDS TRUST40,0000 00For
SEI37,0010 00For
Dimensional31,6200 00For
Ultimus Managers Trust28,7120 00For
Waddell & Reed27,9170 00For
MASTER INVESTMENT PORTFOLIO27,0040 00For
Bridge Builder Trust25,632560 00For
Equitable22,3530 00For
FRANKLIN STRATEGIC SERIES18,8780 00For
Prudential/PGIM18,5890 00For
FENIMORE ASSET MANAGEMENT TRUST18,2650 00For
Pacific Life17,8170 00For

Showing the 25 largest of 169 asset managers. See all 169 in the interactive database.

10. Election of Directors: William C. Rhodes, III

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-12-18.

Combines 6 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%
FOR: 13,332,045AGAINST: 870,926

AUTOZONE INC.’s own tally for this item (“Elect Director: William C. Rhodes, III”): 13,332,045 for, 870,926 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 16,782,160 outstanding shares: 79% for, 5% against (85% of the company cast a for/against vote).

The 169 asset managers below cast 99.7% of the shares they voted on this item FOR (4,854,602 for, 13,052 against).

FOR 99.6%
FOR: 4,854,602 (99.7%)AGAINST: 13,052 (0.3%)ABSTAIN: 3,515 (0.1%)
Largest asset managers voting on “Election of Directors: William C. Rhodes, III” at AUTOZONE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard1,693,4300 00For
Fidelity578,4240 00For
BlackRock444,7340 00For
JPMorgan416,4680 00For
Parnassus238,2520 00For
John Hancock201,443541 00For
State Street145,42211 00For
T. Rowe Price123,4090 00For
Charles Schwab105,2170 00For
Jackson National59,1040 00For
Invesco56,7070 00For
Hartford48,5400 00For
TIAA42,6620 00For
AMANA MUTUAL FUNDS TRUST40,0000 00For
SEI36,95744 00For
Dimensional31,6200 00For
Ultimus Managers Trust28,7120 00For
Waddell & Reed27,9170 00For
MASTER INVESTMENT PORTFOLIO27,0040 00For
Bridge Builder Trust25,632560 00For
Equitable21,853500 00For
FRANKLIN STRATEGIC SERIES18,8780 00For
Prudential/PGIM18,5890 00For
FENIMORE ASSET MANAGEMENT TRUST18,2650 00For
Pacific Life17,8170 00For

Showing the 25 largest of 169 asset managers. See all 169 in the interactive database.

11. Election of Directors: Jill A. Soltau

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-12-18.

Combines 6 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 13,534,228AGAINST: 666,065

AUTOZONE INC.’s own tally for this item (“Elect Director: Jill A. Soltau”): 13,534,228 for, 666,065 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 16,782,160 outstanding shares: 81% for, 4% against (85% of the company cast a for/against vote).

The 169 asset managers below cast 95% of the shares they voted on this item FOR (4,620,623 for, 246,413 against).

FOR 95%
FOR: 4,620,623 (94.9%)AGAINST: 246,413 (5.1%)ABSTAIN: 4,133 (0.1%)
Largest asset managers voting on “Election of Directors: Jill A. Soltau” at AUTOZONE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard1,693,4300 00For
Fidelity578,4240 00For
BlackRock444,7340 00For
JPMorgan416,4680 00For
Parnassus0238,252 00Against
John Hancock201,443541 00For
State Street145,41716 00For
T. Rowe Price123,4090 00For
Charles Schwab105,2170 00For
Jackson National59,1040 00For
Invesco56,7070 00For
Hartford48,5400 00For
TIAA42,6620 00For
AMANA MUTUAL FUNDS TRUST40,0000 00For
SEI37,0010 00For
Dimensional31,6200 00For
Ultimus Managers Trust28,7120 00For
Waddell & Reed27,9170 00For
MASTER INVESTMENT PORTFOLIO27,0040 00For
Bridge Builder Trust26,1920 00For
Equitable22,3530 00For
FRANKLIN STRATEGIC SERIES18,8780 00For
Prudential/PGIM18,5890 00For
FENIMORE ASSET MANAGEMENT TRUST18,2650 00For
Pacific Life17,8170 00For

Showing the 25 largest of 169 asset managers. See all 169 in the interactive database.

12. Approval of an advisory vote on reducing the ownership threshold to call a special meeting of shareholders

SHAREHOLDER RIGHTS AND DEFENSES

Meeting held 2024-12-18.

Combines 2 wordings of this item as funds reported it.

96% fund support · no official result

FOR 96%

The 163 asset managers below cast 96% of the shares they voted on this item FOR (4,634,385 for, 175,305 against).

FOR: 4,634,385 (96.3%)AGAINST: 175,305 (3.6%)ABSTAIN: 3,515 (0.1%)
Largest asset managers voting on “Approval of an advisory vote on reducing the ownership threshold to call a special meeting of shareholders” at AUTOZONE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard1,687,5545,876 00For
Fidelity578,4240 00For
BlackRock444,7340 00For
JPMorgan416,4680 00For
Parnassus238,2520 00For
John Hancock201,9840 00For
State Street145,4330 00For
T. Rowe Price123,4090 00For
Charles Schwab105,2170 00For
Jackson National59,1040 00For
Invesco56,7070 00For
Hartford1248,528 00Against
TIAA42,6620 00For
AMANA MUTUAL FUNDS TRUST40,0000 00For
SEI4436,957 00Against
Dimensional31,6200 00For
Waddell & Reed27,9170 00For
MASTER INVESTMENT PORTFOLIO27,0040 00For
Bridge Builder Trust26,1920 00For
Equitable22,3530 00For
FRANKLIN STRATEGIC SERIES018,878 00Against
Prudential/PGIM18,5890 00For
FENIMORE ASSET MANAGEMENT TRUST018,265 00Against
Pacific Life17,8170 00For
AIG/SunAmerica15,6510 00For

Showing the 25 largest of 163 asset managers. See all 163 in the interactive database.

13. Shareholder Proposal regarding Special Shareholder Meeting improvement

CORPORATE GOVERNANCEMajority of the votes cast: no

Meeting held 2024-12-18.

Combines 3 wordings of this item as funds reported it.

44% Majority: no · of votes cast

FOR 44%AGAINST 56%
FOR: 6,313,259AGAINST: 7,889,327

AUTOZONE INC.’s own tally for this item (“Proposal 5 (Shareholder Proposal) . The Company's shareholders did not approve, on an advisory, non-binding basis, a reduction in the ownership threshold to call a special meeting of shareholders to 10%.”): 6,313,259 for, 7,889,327 against, per its Form 8-K (Item 5.07). FOR was not more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 16,782,160 outstanding shares: 38% for, 47.0% against (85% of the company cast a for/against vote).

The 163 asset managers below cast 18% of the shares they voted on this item FOR (878,477 for, 3,931,212 against).

FOR 18%AGAINST 82%
FOR: 878,477 (18.3%)AGAINST: 3,931,212 (81.7%)ABSTAIN: 3,515 (0.1%)
Largest asset managers voting on “Shareholder Proposal regarding Special Shareholder Meeting improvement” at AUTOZONE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard5,8761,687,554 00Against
Fidelity5,942572,482 00Against
BlackRock0444,734 00Against
JPMorgan0416,468 00Against
Parnassus238,2520 00For
John Hancock201,614370 00For
State Street52145,381 00Against
T. Rowe Price0123,409 00Against
Charles Schwab0105,217 00Against
Jackson National1,90457,200 00Against
Invesco56,7070 00For
Hartford48,5400 00For
TIAA042,662 00Against
AMANA MUTUAL FUNDS TRUST040,000 00Against
SEI37,0010 00For
Dimensional031,620 00Against
Waddell & Reed027,917 00Against
MASTER INVESTMENT PORTFOLIO027,004 00Against
Bridge Builder Trust17,7178,475 00For
Equitable9,82812,525 00Against
FRANKLIN STRATEGIC SERIES18,8780 00For
Prudential/PGIM4,68813,901 00Against
FENIMORE ASSET MANAGEMENT TRUST018,265 00Against
Pacific Life2,11315,704 00Against
AIG/SunAmerica15,6510 00For

Showing the 25 largest of 163 asset managers. See all 163 in the interactive database.

14. Section 14a Executive Compensation

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2024-12-18.

90% Majority: yes · of votes cast

FOR 90%10%
FOR: 12,708,684AGAINST: 1,474,939

AUTOZONE INC.’s own tally for this item (“Proposal 3 . The Company's shareholders approved, on an advisory, non-binding basis, the compensation of AutoZone's named executive officers.”): 12,708,684 for, 1,474,939 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 16,782,160 outstanding shares: 76% for, 9% against (85% of the company cast a for/against vote).

The 14 asset managers below cast 21% of the shares they voted on this item FOR (1,964 for, 7,259 against).

FOR 20%AGAINST 75%
FOR: 1,964 (20.2%)AGAINST: 7,259 (74.8%)ABSTAIN: 450 (4.6%)NOT VOTED: 35 (0.4%)
Largest asset managers voting on “Section 14a Executive Compensation” at AUTOZONE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vancity Investment Management Ltd07,200 00Against
Focus Partners Wealth1,55159 00For
Aristides Capital LLC00 4500Abstain
MATTERN CAPITAL MANAGEMENT, LLC1480 00For
Baker Avenue Asset Management, LP790 00For
Claret Asset Management Corp700 00For
Inlet Private Wealth, LLC560 00For
Wallington Asset Management, LLC450 00For
LEAVELL INVESTMENT MANAGEMENT, INC.00 00Not Voted
EAGLE GLOBAL ADVISORS LLC110 00For
River Street Advisors LLC30 00For
Moisand Fitzgerald Tamayo, LLC10 00For
Evergreen Wealth Management, LLC00 00--
SCHOLTZ & COMPANY, LLC00 00--

15. Provide Right to Call a Special Meeting at a 10 Percent Ownership Threshold

SHAREHOLDER RIGHTS AND DEFENSES

Meeting held 2024-12-18.

44% fund support · no official result

FOR 44%AGAINST 56%

The 7 asset managers below cast 44% of the shares they voted on this item FOR (22,467 for, 28,347 against).

FOR: 22,467 (44.2%)AGAINST: 28,347 (55.8%)
Largest asset managers voting on “Provide Right to Call a Special Meeting at a 10 Percent Ownership Threshold” at AUTOZONE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Ultimus Managers Trust028,347 00Against
Erste Asset Management GmbH16,0000 00For
GuideStone3,0910 00For
Empower2,2130 00For
HC CAPITAL TRUST6190 00For
AGF Investments Trust4100 00For
CLEARWATER INVESTMENT TRUST1340 00For

16. Reduce Ownership Threshold for Shareholders to Call Special Meeting to 25%

SHAREHOLDER RIGHTS AND DEFENSES

Meeting held 2024-12-18.

100% fund support · no official result

FOR 100%

The 7 asset managers below cast 100% of the shares they voted on this item FOR (50,814 for, 0 against).

FOR: 50,814 (100.0%)
Largest asset managers voting on “Reduce Ownership Threshold for Shareholders to Call Special Meeting to 25%” at AUTOZONE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Ultimus Managers Trust28,3470 00For
Erste Asset Management GmbH16,0000 00For
GuideStone3,0910 00For
Empower2,2130 00For
HC CAPITAL TRUST6190 00For
AGF Investments Trust4100 00For
CLEARWATER INVESTMENT TRUST1340 00For

17. Approval of an advisory vote on the compensation of named executive officers

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2023-12-20 (outside the 2024-2025 season's 1 July to 30 June window; reported in this season's filings).

Combines 2 wordings of this item as funds reported it.

79% Majority: yes · of votes cast

FOR 79%AGAINST 21%
FOR: 11,797,526AGAINST: 3,211,270

AUTOZONE INC.’s own tally for this item (“Proposal 3 . The Company's stockholders approved, on an advisory, non-binding basis, the compensation of AutoZone's named executive officers.”): 11,797,526 for, 3,211,270 against, per its Form 8-K filed 2023-12-20 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 16,782,160 outstanding shares: 70% for, 19% against (89% of the company cast a for/against vote).

The 4 asset managers below cast 3% of the shares they voted on this item FOR (7 for, 199 against).

AGAINST 97%
FOR: 7 (3.4%)AGAINST: 199 (96.6%)
Largest asset managers voting on “Approval of an advisory vote on the compensation of named executive officers” at AUTOZONE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
COLDSTREAM CAPITAL MANAGEMENT INC0179 00Against
VAUGHAN DAVID INVESTMENTS LLC/IL020 00Against
Americana Partners, LLC70 00For
Echo45 Advisors LLC00 00--

18. Ratification of Auditor

AUDIT-RELATED

Meeting held 2024-12-18.

8% fund support · no official result

8%AGAINST 92%

The 3 asset managers below cast 8% of the shares they voted on this item FOR (431 for, 4,878 against).

FOR: 431 (8.1%)AGAINST: 4,878 (91.9%)
Largest asset managers voting on “Ratification of Auditor” at AUTOZONE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Cardano Risk Management B.V.04,878 00Against
Investment Managers Series Trust II4080 00For
NORTHERN LIGHTS FUND TRUST III230 00For

19. Approval vote on the frequency of future advisory votes on named executive officer compensation

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2023-12-20 (outside the 2024-2025 season's 1 July to 30 June window; reported in this season's filings).

100% fund support · no official result

1 YEAR 97%

The 3 asset managers below cast 100% of the shares they voted on this item FOR (7 for, 0 against).

FOR: 7 (3.4%)1 YEAR: 199 (96.6%)
Largest asset managers voting on “Approval vote on the frequency of future advisory votes on named executive officer compensation” at AUTOZONE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
COLDSTREAM CAPITAL MANAGEMENT INC00 001 Year
VAUGHAN DAVID INVESTMENTS LLC/IL00 001 Year
Americana Partners, LLC70 00For

20. ADVISORY VOTE ON EXECUTIVE COMPENSATION - "SAY-ON-PAY"

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2024-12-18.

Combines 2 wordings of this item as funds reported it.

90% Majority: yes · of votes cast

FOR 90%10%
FOR: 12,708,684AGAINST: 1,474,939

AUTOZONE INC.’s own tally for this item (“Proposal 3 . The Company's shareholders approved, on an advisory, non-binding basis, the compensation of AutoZone's named executive officers.”): 12,708,684 for, 1,474,939 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 16,782,160 outstanding shares: 76% for, 9% against (85% of the company cast a for/against vote).

The 2 asset managers below cast 100% of the shares they voted on this item FOR (19 for, 0 against).

FOR 100%
FOR: 19 (100.0%)
Largest asset managers voting on “ADVISORY VOTE ON EXECUTIVE COMPENSATION - "SAY-ON-PAY"” at AUTOZONE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
THOR INVESTMENT MANAGEMENT INC /OH/ /ADV190 00For
Trivant Custom Portfolio Group, LLC00 00--

21. Say on pay

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2024-12-18.

Combines 2 wordings of this item as funds reported it.

90% Majority: yes · of votes cast

FOR 90%10%
FOR: 12,708,684AGAINST: 1,474,939

AUTOZONE INC.’s own tally for this item (“Proposal 3 . The Company's shareholders approved, on an advisory, non-binding basis, the compensation of AutoZone's named executive officers.”): 12,708,684 for, 1,474,939 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 16,782,160 outstanding shares: 76% for, 9% against (85% of the company cast a for/against vote).

The 2 asset managers below cast 100% of the shares they voted on this item FOR (108 for, 0 against).

FOR 100%
FOR: 108 (100.0%)
Largest asset managers voting on “Say on pay” at AUTOZONE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Empower1030 00For
Gibson Capital, LLC50 00For

22. Reduce Ownership Threshold for Shareholders to Call Special Meetings

SHAREHOLDER RIGHTS AND DEFENSES

Meeting held 2024-12-18.

8% fund support · no official result

8%AGAINST 92%

The 2 asset managers below cast 8% of the shares they voted on this item FOR (408 for, 4,878 against).

FOR: 408 (7.7%)AGAINST: 4,878 (92.3%)
Largest asset managers voting on “Reduce Ownership Threshold for Shareholders to Call Special Meetings” at AUTOZONE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Cardano Risk Management B.V.04,878 00Against
Investment Managers Series Trust II4080 00For

23. Shareholder Proposal Regarding Right to Call Special Meeting

SHAREHOLDER RIGHTS AND DEFENSESMajority of the votes cast: no

Meeting held 2024-12-18.

44% Majority: no · of votes cast

FOR 44%AGAINST 56%
FOR: 6,313,259AGAINST: 7,889,327

AUTOZONE INC.’s own tally for this item (“Proposal 5 (Shareholder Proposal) . The Company's shareholders did not approve, on an advisory, non-binding basis, a reduction in the ownership threshold to call a special meeting of shareholders to 10%.”): 6,313,259 for, 7,889,327 against, per its Form 8-K (Item 5.07). FOR was not more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 16,782,160 outstanding shares: 38% for, 47.0% against (85% of the company cast a for/against vote).

The 2 asset managers below cast 100% of the shares they voted on this item FOR (5,286 for, 0 against).

FOR 100%
FOR: 5,286 (100.0%)
Largest asset managers voting on “Shareholder Proposal Regarding Right to Call Special Meeting” at AUTOZONE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Cardano Risk Management B.V.4,8780 00For
Investment Managers Series Trust II4080 00For

Largest AUTOZONE INC. shareholders voting in 2024-2025

Ranked by the number of AUTOZONE INC. shares each manager voted on the most widely held ballot item of the 2024-2025 meeting, shown as a share of the 16,782,160 shares outstanding at the time of that meeting.

Top AUTOZONE INC. shareholders by shares voted, 2024-2025
#Asset manager % of shares outstanding
1Vanguard 10.71%
2JPMorgan 9.42%
3BlackRock 5.81%
4Fidelity 4.59%
5State Street 3.31%
6Parnassus 2.99%
7T. Rowe Price 2.67%
8GEODE CAPITAL MANAGEMENT, LLC 2.53%
9Fiera Capital Corp 2.24%
10John Hancock 1.74%

Reported AUTOZONE INC. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

AUTOZONE INC. beneficial owners on record for the 2024-2025 proxy season
Holder % outstanding Disclosure
Vanguard Group 10.49% 13F
BlackRock 7.49% 13F
JPMorgan Chase 5.58% 13F
State Street 4.19% 13F
Morgan Stanley 2.54% 13F
T. Rowe Price 2.08% 13F
FMR (Fidelity) 1.69% 13F
Norges Bank 1.51% 13F
Northern Trust 1.19% 13F
William C. Rhodes, III 0.07% DEF14A

Percentages above are of 16,782,160 shares outstanding, as reported by AUTOZONE INC. on its Form 10-Q dated 2024-12-13 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from AUTOZONE INC.’s 10-Q dated 2024-12-13. This page is a static snapshot rebuilt weekly on 04 October 2026; a live search always shows the current data.

At AUTOZONE INC.'s shareholder meeting held 2024-12-18, in the 2024-2025 proxy season, 898 asset managers reported how they voted in their SEC Form N-PX filings, covering 11,334 separate fund positions. Their filings are grouped here into 23 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — Approval of an advisory vote on the compensation of named executive officers — FOR was 90% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: AUTOZONE INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission (filing date not recorded for this item).

AUTOZONE INC. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.