AUTOZONE, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

DECEMBER 18, 2019

123 South Front Street

Memphis, Tennessee

Stockholders

will vote regarding:

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ITEMS OF BUSINESS

Proposal

Board Voting Recommendation

FOR
each nominee

FOR

FOR

In addition, we will transact such other business properly brought before the meeting.

VOTING

Your vote is important. We strongly encourage you to submit your vote as promptly as possible through the Internet, by telephone or by mailing your completed and signed proxy card (or voting instruction form, if you hold your shares through a broker, bank or nominee). For more specific instructions on how to vote, please see page 58.

MEETING MATERIALS

This Proxy Statement and our 2022 Annual Report are available on the Investor Relations section of our website at investors.autozone.com. Additionally, you may access our proxy materials at www.envisionreports.com/AZO.

ATTENDING THE MEETING

We are holding the 2022 Annual Meeting at our principal executive offices in Memphis Tennessee. For additional information on how you may attend or vote at the meeting, please see page 58.

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Memphis, Tennessee
October 24, 2022

By Order of the Board of Directors,

Kristen C. Wright
Secretary

AutoZone, Inc.

123 South Front Street

Memphis, Tennessee 38103

Proxy Statement

for

Annual Meeting, please see page 58.

ABOUT THESE MATERIALS

We began mailing our Notice of Stockholders

December 18, 2019

The Meeting

TheInternet Availability of Proxy Materials (the “Notice”) to each shareholder entitled to vote at the Annual Meeting of Stockholders of AutoZone, Inc. will be held at AutoZone’s offices, the J. R. Hyde III Store Support Center, 123 South Front Street, Memphis, Tennessee, at 8:00 a.m. CST on December 18, 2019.

About this Proxy Statement

or about October 24, 2022. Our Board of Directors (the “Board”) has sent you this Proxy Statement to solicit your vote at the Annual Meeting. This Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the Meeting. Please read it carefully.

In this Proxy Statement:

AutoZone will pay all expenses incurred in this proxy solicitation. We also may make additional solicitations in person, by telephone, facsimile,e-mail, or other forms of communication. Brokers, banks, and others who hold our stock for beneficial owners will be reimbursed by us for their expenses related to forwarding our proxy materials to the beneficial owners.

This Proxy Statement is first being sent or given to security holders on or about October 28, 2019.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON DECEMBER 18, 2019. This Proxy Statement and the annual report to security holders are available at Investors.AutoZone.com.

Information about Voting

What matters will be voted on at the Annual Meeting?

At the Annual Meeting, stockholders will be asked to vote on the following proposals:

1. to elect ten directors;

2. to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2020 fiscal year; and

3. to approve an advisory vote on executive compensation.

Stockholders also will transact any other business that may be properly brought before the Meeting.

Who is entitled to vote at the Annual Meeting?

The record date for the Annual Meeting is October 21, 2019. Only stockholders of record at the close of business on that date are entitled to attend and vote at the Annual Meeting. The only class of stock that can be voted at the Meeting is our common stock. Each share of common stock is entitled to one vote on all matters that come before the Meeting. At the close of business on the record date, October 21, 2019, we had 23,827,496 shares of common stock outstanding.

How do I vote my shares?

You may vote your shares in person or by proxy:

By Proxy:    You can vote by telephone, on the Internet or by mail.We encourage you to vote by telephone or Internet, both of which are convenient, cost-effective, and reliable alternatives to returning your proxy card by mail.

1.By Telephone:    You may submit your voting instructions by telephone by following the instructions printed on the enclosed proxy card. If you submit your voting instructions by telephone, you do not have to mail in your proxy card.

2.On the Internet:    You may vote on the Internet by following the instructions printed on the enclosed proxy card. If you vote on the Internet, you do not have to mail in your proxy card.

3.By Mail:    If you properly complete and sign the enclosed proxy card and return it in the enclosed envelope, it will be voted in accordance with your instructions. The enclosed envelope requires no additional postage if mailed in the United States.

In Person:    You may attend the Annual Meeting and vote in person. If you are a registered holder of your shares (if you hold your stock in your own name), you need only to attend the Meeting. However, if your shares are held in an account by a broker, you will need to present a written consent from your broker permitting you to vote the shares in person at the Annual Meeting.

How will my vote be counted?

Your vote for your shares will be cast as you indicate on your proxy card. If you sign your card without indicating how you wish to vote, your shares will be voted FOR our nominees for director, FOR Ernst & Young LLP as independent registered public accounting firm, FOR the advisory vote on executive compensation, and in the proxies’ discretion on any other matter that may properly be brought before the Meeting or any adjournment thereof.

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Any written notice should be sent to the Secretary at 123 South Front Street, Dept. 8074, Memphis, Tennessee 38103.

How many shares must be present to constitute a quorum for the Meeting?

Holders of a majority of the shares of the voting power“Risk Factors” section contained in Item 1A under Part 1 of the Company’s stock must be present in person or by proxy in orderAnnual Report on Form 10-K for a quorum to be present. If a quorum is not present at the scheduled timeyear ended August 27, 2022. Forward-looking statements speak only as of the Annual Meeting,date made. Except as required by applicable law, we may adjournundertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

During fiscal 2019, First Horizon National Corporation did business with AutoZone in arm’s length transactions which were not, individually or cumulatively, material to either AutoZone or First Horizon National Corporation and which did not materially benefit Mr. Jordan, either directly or indirectly.

The Board also considered the fact that Mr. Brooks is a member of the board of directors of Southwest Airlines. During fiscal 2019, AutoZone purchased airline tickets from Southwest Airlines which were not, individually or cumulatively, material to either AutoZone or Southwest Airlines and which did not materially benefit Mr. Brooks, either directly or indirectly.

The Board also reviewed donations madeheld by the Company tonot-for-profit organizations with which Board memberssame person, or their immediate family members were affiliatedif the Chairman is employed by membership or service or as directors or trustees.

Based on its reviewnot independent of the above matters,AutoZone, then the Board determined that none of Messrs., Brooks, Calbert, Graves, Guimaraes, Jordan, McKenna, Mrkonic, Nieto or Mses. Goodspeed, King, or Soltau haswill select a material relationship withnon-employee director to serve as the Company and that all of them are independent within the meaning of the AutoZone Corporate Governance Principles and applicable law and listing standards. The Board also determined that Mr. Rhodes is not independent since he is an employee of the Company.Lead Director.

Board Leadership Structure

OurCurrently, our Board believes that having a combined Chairman/Chairman and CEO, independenta Lead Independent Director, Independent Committee Chairs, Independent Committee members and chairs for each90% of ourIndependent Board committees, and an independent Lead Director currentlymembers provides the best board leadershipBoard structure for AutoZone. This structure, together with our other corporate governance practices, provides strong independent oversight of management while ensuring clear strategic alignment throughout the Company. Our Lead Director isWhile we currently have anon-employee director who is elected by combined Chairman and CEO leadership structure, the Board. Earl G. Graves, Jr., a director since 2002, currently servesBoard regularly reevaluates this structure as our Lead Director.

Our Lead Director:

Lead Director

In addition, our Lead Director, Mr. Graves, serves as Chairman of the Nominating and Corporate Governance Committee which enables him to ensure the governance practices of the Board are best suited for the needs of the Company and its shareholders. In this capacity, Mr. Graves and the other independent members of the Nominating and Corporate Governance Committee oversee Board evaluations and Board refreshment, among other things.

and operating results. The Board also regularly reviews periodically with the General Counsel legal matters that may have a material adverse impact on the Company’s financial statements, the Company’s compliance with laws, and any material reports received from regulatory agencies.

Financial Risks

The Audit Committee is involved in the Board’s oversight of risk management. At each of its regular meetings, the Audit Committee reviews the Company’s major financial exposures and the steps management has taken to identify, assess, monitor, control, remediate and report such exposures. The Audit Committee, along with management, also evaluates the effectiveness of the risk avoidance and mitigation processes in place. Such risk-related information is then summarized, reported and discussed at each quarterly Board meeting.

Enterprise Risks

To assist with risk management and oversight, AutoZone has adopted the concept of Enterprise Risk Management (“ERM”) using the framework issued in 2004 by the Committee of Sponsoring Organizations of the

Are all of the members of the Audit Committee independent?

Yes, the Audit Committee consists entirely of independent directors under the standards of AutoZone’s Corporate Governance Principles, the listing standards of the New York Stock Exchange and the applicable rules of the Securities and Exchange Commission.

Does the Audit Committee have an Audit Committee Financial Expert?

The Board has determined that Mr. Calbert, Ms. Goodspeed, Mr. Jordan, Mr. McKenna, Mr. Mrkonic and Mr. Nieto each meet the qualifications of an audit committee financial expert as defined by the Securities and Exchange Commission. All members of the Audit Committee meet the New York Stock Exchange definition of financial literacy.

How many times did the Audit Committee meet during the last fiscal year?

During the 2019 fiscal year, the Audit Committee held eight meetings.

Where can I find the charter of the Audit Committee?

The Audit Committee’s charter is available on our corporate website atInvestors.AutoZone.com and is also available, free of charge, in print to any stockholder who requests it.

Audit Committee Report

The Audit Committee of the Board (the “Audit Committee”) of AutoZone, Inc. has reviewed and discussed AutoZone’s audited financial statements for the year ended August 31, 2019, with AutoZone’s management. In addition, we have discussed with Ernst & Young LLP, AutoZone’s independent registered public accounting firm, the matters required to be discussed by the Statement on Auditing Standards No.1301,Communications with Audit Committees, as amended and as adopted by the Public Company Accounting Oversight Board (“PCAOB”) in Rule 3200T, the Sarbanes-Oxley Act of 2002, and the charter of the Audit Committee.

The Audit Committee also has received the written disclosures and the letter from Ernst & Young LLP required by the applicable requirements of the PCAOB regarding the firm’s communications with the Audit Committee concerning independence, and we have discussed with Ernst & Young LLP their independence from the Company and its management. The Audit Committee has discussed with AutoZone’s management and the auditing firm such other matters and received such assurances from them as we deemed appropriate.

As a result of our review and discussions, we have recommended to the Board the inclusion of AutoZone’s audited financial statements in the annual report for the fiscal year ended August 31, 2019, onForm 10-K for filing with the Securities and Exchange Commission.

While the Audit Committee has the responsibilities and powers set forth in its charter, the Audit Committee does not have the duty to plan or conduct audits or to determine that AutoZone’s financial statements are complete, accurate, or in accordance with generally accepted accounting principles; AutoZone’s management and the independent auditor have this responsibility. Nor does the Audit Committee have the duty to assure compliance with laws and regulations and the policies of the Board.

Michael M. Calbert

Linda A. Goodspeed

D. Bryan Jordan

W. Andrew McKenna (Chair)

George R. Mrkonic, Jr.

Luis P. Nieto

Compensation Committee

What is the function of the Compensation Committee?

The Compensation Committee has the authority, based on its charter and the AutoZone Corporate Governance Principles, to:

The Compensation Committee may appoint subcommittees from time to time with such responsibilities as it may deem appropriate; however, the Compensation Committee may not delegate its authority to any other persons.

AutoZone’s processes and procedures for the consideration and determination of executive compensation, including the role of the Compensation Committee and compensation consultants, are described in the “Compensation Discussion and Analysis” on page 20.

Who are the members of the Compensation Committee?

The Compensation Committee consists of Mr. Brooks, Ms. Goodspeed, Ms. King, Mr. McKenna, and Mr. Mrkonic (Chair), all of whom are independent directors under the standards of AutoZone’s Corporate Governance Principles and the listing standards of the New York Stock Exchange.

How many times did the Compensation Committee meet during the last fiscal year?

During the 2019 fiscal year, the Compensation Committee held four meetings.

Where can I find the charter of the Compensation Committee?

The Compensation Committee’s charter is available on our corporate website atInvestors.AutoZone.com and is also available, free of charge, in print to any stockholder who requests it.

Nominating and Corporate Governance Committee

What is the function of the Nominating and Corporate Governance Committee?

The Nominating and Corporate Governance Committee ensures that:

Who are the members of the Nominating and Corporate Governance Committee?

The Nominating and Corporate Governance Committee consists of Messrs. Graves (Chair), Guimaraes, Jordan, Nieto, and Ms. Soltau, all of whom are independent directors under the standards of AutoZone’s Corporate Governance Principles and the listing standards of the New York Stock Exchange.

How many times did the Nominating and Corporate Governance Committee meet during the last fiscal year?

During the 2019 fiscal year, the Nominating and Corporate Governance Committee held six meetings.

Where can I find the charter of the Nominating and Corporate Governance Committee?

The Nominating and Corporate Governance Committee’s charter is available on our corporate website atInvestors.AutoZone.com and is also available, free of charge, in print to any stockholder who requests it.

Director Nomination Process

What is the Nominating and Corporate Governance Committee’s policy regarding consideration of director candidates recommended by stockholders? How do stockholders submit such recommendations?

The Nominating and Corporate Governance Committee’s policy is to consider director candidate recommendations from stockholders if they are submitted in writing to AutoZone’s Secretary in accordance with the procedure set forth in Article III, Section 1 of AutoZone’s Seventh Amended and RestatedBy-Laws(“By-Laws”), including biographical and business experience, information regarding the nominee and other information required by said Article III, Section 1. Copies of theBy-Laws will be provided upon written request to AutoZone’s Secretary and are also available on AutoZone’s corporate website atInvestors.AutoZone.com.

What qualifications must a nominee have in order to be recommended by the Nominating and Corporate Governance Committee for a position on the Board?Core Competencies

The Board believes each individual director should possess certain personal characteristics, and that the Board as a whole should possess certain core competencies. Such personal characteristics are integrity and accountability, informed judgment, financial literacy, mature confidence, high performance standards, and passion. They should also have demonstrated the confidence to be truly independent, as well as be business savvy, have an owner orientation and have a genuine interest in AutoZone. Core competencies of the Board as a whole, areinclude accounting and finance, business judgment, management expertise, crisis response, industry knowledge, international markets, strategy and vision. These characteristics and competencies are set forth in more detail in AutoZone’s Corporate Governance Principles, which are available on AutoZone’s corporate website atInvestors.AutoZone.com.at investors.autozone.com.

HowDirector independence

As stated in AutoZone’s Corporate Governance Principles, a substantial majority of the Board of Directors should be independent in accordance with the rules of the NYSE. The Board annually assesses director independence after reviewing relevant relationships involving such director and AutoZone.

As part of this review, the Board specifically considered the following matters, all of which were conducted in arm’s length transactions in FY22 as part of the ordinary course of business.

Board and reflects upon learnings from the Board evaluations to determine the areas of expertise and core competencies needed to enhance the functioneffectiveness of the Board. The Nominating and Corporate Governance Committee may also consider other factors such as the size of the Board, whether a candidate is independent, how many other public company directorships a candidate holds and the listing standards requirements of the New York Stock Exchange and any current guidelines and recommendations of certain proxy advisory firms.NYSE.

The Nominating and Corporate Governance Committee recognizes the importance of selecting directors from various backgrounds and professions in order to ensure that the Board as a whole has a variety of experiences and perspectives which contribute to a more effective decision-making process. TheConsistent with AutoZone’s Pledge and Values, the Board does notembraces diversity in its broadest sense and believes it is important to have a specific diversity policy, but considersdirectors with diverse thoughts, skills, knowledge and backgrounds. As stated in the Corporate Governance Principles, when evaluating candidates for nomination as new directors, the Nominating and Corporate Governance Committee will ensure that the initial list of candidates from which new director nominees are considered include candidates with diversity of race, ethnicity gender, age, cultural background and professional experiences in evaluating candidates for Board membership.or gender.

Under the Amended and Restated AutoZone, Inc. 2011 Equity2020 Omnibus Incentive Award Plan (the “Amended 2011 Equity“2020 Omnibus Incentive Plan”), and Director Compensation Program, non-employee directors receive Director Compensation in the form of immediately vested Restricted Stock Units which are contractual rights to receive in the future a share of AutoZone common stock. Upon timely delivery of an election form, a(“RSUs”). A non-employee director may elect to receive $85,000a fixed portion of the Annual Retainer plus any Additional Fees in the form of cash, paid in quarterly installments (the “Cash Election”), with the remainder of the Annual Retainer paid in the form of Restricted Stock Units.RSUs. The Cash Election during calendar year 2022 was $100,000. All Restricted Stock UnitsRSUs are granted on January 1 of the applicable calendar year.

If anon-employee director is elected to the Board, or assumes a different position, after January 1, of the applicable year, he or she will receive the Annual Retainer and/or Additional Fees, prorated based on the number of days remaining in the calendar year, for Restricted Stock UnitsRSUs, or the number of days remaining in the quarter, for cash, as appropriate.applicable.

Restricted Stock UnitsRSUs granted to non-employee directors are fully vested on the date of grant and become payable, on the earlier to occur of (1) the fifth anniversary of the grant date, or (2)are settled, on the date on which thenon-employee director ceases to be a director (the “Payment Date”)., or at the director’s election, on the first or fifth anniversary of the grant date. Upon timely delivery of an election form, anon-employee director may elect to receive payment on the date on which he or she ceases to be a director. Restricted Stock Units

OTHER INFORMATIONShareholder Engagement

Security OwnershipShareholder Outreach

We value our relationships with our shareholders, and we have a long-standing practice of Managementshareholder engagement. This engagement is a year-round process involving our senior management, investor relations and Boardlegal teams and consists of Directorsa variety of activities, such as participating in industry conferences or initiating meetings on a specific topic we believe might be of interest to our shareholders.

This table shows the beneficial ownershipDuring fiscal year 2021, our Chairman, President and CEO or other members of common stock by each director, the Principal Executive Officer, the Principal Financial Officer and the other three most highly compensated executive officers, and all current directors and executive officers as a group. Unless stated otherwiseour leadership team engaged directly with investors representing, in the notes to the table, each person named below has sole authority to vote and invest the shares shown.

Beneficial Ownership as of October 21, 2019

Security Ownership of Certain Beneficial Owners

The following entities are known by us to own more than five percentaggregate, over 30% of our outstanding common stock:

THE PROPOSALS

PROPOSAL 1 — Election of Directors

Ten directors will be elected at the Annual Meeting to serve until the next annual meeting of stockholders in 2020. Pursuant to AutoZone’s Seventh Amended and RestatedBy-Laws, in an uncontested election of directors, a nominee for director is elected to the Board if the number of votes cast for such nominee’s election exceed the number of votes cast against such nominee’s election. (If the number of nominees were to exceed the number of directors to be elected, i.e., a contested election, directors would be elected by a plurality of the votes cast at the Annual Meeting.) Pursuant to AutoZone’s Corporate Governance Principles, incumbent directors must agree to tender their resignation if they fail to receive the required number of votes forre-election, and in such event the Board will act within 90 days following certification of the shareholder vote to determine whether to accept the director’s resignation. These procedures are described in more detail in our Corporate Governance Principles, which are available on our corporate websiteInvestors.AutoZone.com. The Board may consider any factors it deems relevant in deciding whether to accept a director’s resignation. If a director’s resignation offer is not accepted by the Board, that director will continue to serve until AutoZone’s next annual meeting of stockholders or until his or her successor is duly elected and qualified, or until the director’s earlier death, resignation, or removal.

Any director nominee who is not an incumbent director and who does not receive a majority vote in an uncontested election will not be elected as a director, and a vacancy will be left on the Board. The Board, in its sole discretion, may either fill a vacancy resulting from a director nominee not receiving a majority vote pursuant to theBy-Laws or decrease the size of the Board to eliminate the vacancy.

Brokernon-votes occur when shares held by a brokerage firm are not voted with respect to a proposal because the firm has not received voting instructions from the beneficial owner of the shares and the firm does not have the authority to vote the shares in its discretion. Shares abstaining from voting and shares as to which a brokernon-vote occurs are considered present for purposes of determining whether a quorum exists but are not considered votes cast or shares entitled to vote with respect to such matter. Accordingly, abstentions and brokernon-votes will have no effect on the outcome of Proposal 1.

The Board recommends that the stockholders vote FOR each of these nominees.These nominees have consented to serve if elected. Should any nominee be unavailable to serve, your proxy will be voted for the substitute nominee recommended by the Board, or the Board may reduce the number of directors on the Board.

With the exception of Michael M. Calbert, who was appointed to the Board on May 19, 2019, each of the nominees named below was elected a director at the 2018 annual meeting. W. Andrew McKenna and Luis P. Nieto are not standing forre-election to the Board.

Nominees

The nominees are:

Douglas H. Brooks, 67, has been a director since 2013. He is retired. Until his retirement in 2013, he had held various positions with Brinker International, including serving asNon-Executive Chairman of the Board of Brinker International from January 2013 until December 2013; Chairman, President and Chief Executive Officer of Brinker from 2004 until January 2013, and President and Chief Operating Officer from 1999 to 2004. He served on the Brinker board of directors from 1999 through 2013 and on the Club Corp. board of directors from 2013 through 2017. Mr. Brooks is also a director of Southwest Airlines.

Experience, Skills and Qualifications:    The Board believes Mr. Brooks is qualified to serve as a director of the Company based on his strategic and operational business background, his knowledge of international operations, his experience as a chief executive officer of a public company, his experience managing a company with a focus on customer service, his owner orientation, and his board experiencespecifically discuss ESG matters as well as his integrity, energy, and willingnessthe 2021 stockholder proposal relating to spend time on andclimate transition plans. Since the annual meeting in December 2021, we have continued our ESG-focused engagement by inviting investors to discuss our executive compensation practices, climate transition plans or other ESG topics that may be of interest in AutoZone.