AUTOZONE INC appointed new CEO

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


As previously announced, the following leadership transition will take effect on January 2, 2024 (the "Transition Date"): William C. Rhodes, III shall step down as the President and Chief Executive Officer of AutoZone, Inc. (the "Company") and assume the role of Executive Chairman of the Company, and Philip B. Daniele, III shall serve as the Company's President and Chief Executive Officer. In connection with the leadership transition, the Board of Directors of the Company (the "Board") has approved an increase in the size of the Board from ten to eleven directors and appointed Mr. Daniele to fill the newly created vacancy on the Board, both effective as of the Transition Date.

Additionally, on January 2, 2024, in connection with the leadership transition, the Company entered into an agreement with Mr. Daniele (the "Daniele Agreement"), which provides that Mr. Daniele will serve as the Company's President and Chief Executive Officer, effective as of the Transition Date. The Daniele Agreement further provides that if Mr. Daniele's employment is terminated by the Company without cause, he will receive (i) severance benefits consisting of an amount equal to 2.99 times his then-current base salary, payable in substantially equal installments over a 36-month period following his termination, (ii) a lump-sum, prorated share of any unpaid annual bonus incentive for any periods during which he was employed, and (iii) payment of an amount equal to the difference between Mr. Daniele's cost for medical, vision and dental benefits prior to termination of employment and the cost of Mr. Daniele's COBRA premiums for a period of up to 18 months to the extent such COBRA premiums exceed the amount Mr. Daniele had been paying for such coverage during his employment. The Daniele Agreement further provides that Mr. Daniele will maintain the confidentiality of the Company's proprietary information and will not compete with the Company or solicit, or seek to cause the resignation by, any of the Company's current or former employees at or above the level of director (in each case, whose service with the Company overlapped with Mr. Daniele's employment) for a three-year period after his employment with the Company terminates.

A copy of the Daniele Agreement is included as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing description of the Daniele Agreement included in this Current Report on Form 8-K is a summary, is not complete and is qualified in its entirety by reference to the terms of the Daniele Agreement filed as Exhibit 10.1 hereto, which is incorporated herein by reference.