Form 8-K
0000866787 False 0000866787 2020-08-27 2020-08-27 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  August 27, 2020

_______________________________

AUTOZONE, INC.

(Exact name of registrant as specified in its charter)

_______________________________

Nevada1-1071462-1482048
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

123 South Front Street

Memphis, Tennessee 38103

(Address of Principal Executive Offices) (Zip Code)

(901) 495-6500

(Registrant's telephone number, including area code)

 

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value 0000866787 2020-08-27 2020-08-27 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  August 27, 2020

_______________________________

AUTOZONE, INC.

(Exact name of registrant as specified in its charter)

_______________________________

Nevada1-1071462-1482048
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

123 South Front Street

Memphis, Tennessee 38103

(Address of Principal Executive Offices) (Zip Code)

(901) 495-6500

(Registrant's telephone number, including area code)

 

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareAZONew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On August 27, 2020, William T. Giles, Executive Vice President and Chief Financial Officer, Finance, Information Technology and Store Development, Customer Satisfaction, notified AutoZone, Inc. (the "Company") of his intention to retire, effective December 31, 2020.

The Board of Directors of the Company intends to appoint Jamere Jackson as Executive Vice President and CFO-Elect, effective September 14, 2020, and Executive Vice President and Chief Financial Officer, Finance and Store Development, Customer Satisfaction, effective January 1, 2021.

Item 8.01. Other Events.

The Company also announced the retirement of Bill Hackney, Senior Vice President, Merchandising, Customer Satisfaction, effective December 31, 2020.

On August 27, 2020, the Company issued a press release announcing Mr. Giles' and Mr. Hackney's retirements and the expected appointments of their successors. The press release announcing these transitions is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1        Press Release dated August 27, 2020

104         Cover Page Interactive Data File (embedded within the Inline XBRL document)

 
 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 AUTOZONE, INC.
   
  
Date: August 27, 2020By: /s/ Kristen C. Wright        
  Kristen C. Wright
  Senior Vice President, General Counsel and Secretary
  AZONew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On August 27, 2020, William T. Giles, Executive Vice President and Chief Financial Officer, Finance, Information Technology and Store Development, Customer Satisfaction, notified AutoZone, Inc. (the "Company") of his intention to retire, effective December 31, 2020.

The Board of Directors of the Company intends to appoint Jamere Jackson as Executive Vice President and CFO-Elect, effective September 14, 2020, and Executive Vice President and Chief Financial Officer, Finance and Store Development, Customer Satisfaction, effective January 1, 2021.

Item 8.01. Other Events.

The Company also announced the retirement of Bill Hackney, Senior Vice President, Merchandising, Customer Satisfaction, effective December 31, 2020.

On August 27, 2020, the Company issued a press release announcing Mr. Giles' and Mr. Hackney's retirements and the expected appointments of their successors. The press release announcing these transitions is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1        Press Release dated August 27, 2020

104         Cover Page Interactive Data File (embedded within the Inline XBRL document)

 
 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 AUTOZONE, INC.
   
  
Date: August 27, 2020By: /s/ Kristen C. Wright        
  Kristen C. Wright
  Senior Vice President, General Counsel and Secretary
  

 

EdgarFiling

EXHIBIT 99.1

AutoZone Announces Executive Changes

MEMPHIS, Tenn., Aug. 27, 2020 (GLOBE NEWSWIRE) -- AutoZone, Inc. (NYSE: AZO), today announced that Bill Giles, Executive Vice President and Chief Financial Officer, Finance, Information Technology and Store Development, and Bill Hackney, Senior Vice President, Merchandising will retire at the end of December 2020.

“I give special thanks to Bill Giles and Bill Hackney for their many contributions and years of exceptional service to our organization, their fellow AutoZoners and customers,” said Bill Rhodes, Chairman, President and Chief Executive Officer. “In his 14-year AutoZone career, Bill Giles has driven innovation, provided insightful guidance and leadership, and worked tirelessly to further strengthen our financial position.  Bill Hackney has been an AutoZoner for 37 years and led multiple areas and teams across the Company during his remarkable career.  His passion for and deep understanding of our culture, customers and businesses are unparalleled.  While we will certainly miss them both, they have built organizations that are well prepared to continue moving our company forward into the future. I wish them and their families the very best in their retirements,” said Rhodes.

Additionally, Jamere Jackson will join the Company as Executive Vice President and Chief Financial Officer-Elect, Finance and Store Development, and Seong Ohm will join as Senior Vice President, Merchandising.

Jamere will come to AutoZone from Hertz Global Holdings, Inc. (Hertz) where he was most recently Executive Vice President and Chief Financial Officer.  Before joining Hertz, Jamere served as Chief Financial Officer of Nielsen Holdings.  Prior to joining Nielsen Holdings, he was Vice President and Chief Financial Officer of a division of General Electric Oil and Gas.  Throughout his career, Jamere has also held several roles in finance, mergers and acquisitions and strategic planning.

Seong will join AutoZone from the Dairy Farm Group, where she was the Group Commercial Development Officer supporting development, sourcing, branding and packaging for private-label and exclusive brands in 7,000 retail outlets across 11 Southeast Asian countries. She was also the Chief Commercial Officer for Home Plus, the second largest retailer in Korea and led their merchandising, sourcing and planning teams. Prior to these roles, Seong was Senior Vice President (SVP), General Merchandise Manager for both Walmart and Sam’s Club and VP/Divisional Merchandise Manager, Technology for Walmart Stores, Inc. Seong began her career with General Electric in marketing, planning, brand management and strategy development.

Seong will report to Mark Finestone, Executive Vice President, Merchandising, Marketing, Supply Chain and E-Commerce. Jamere will report to Bill Rhodes. Both will be members of the Company’s Executive Committee.

“We are very excited to have Jamere and Seong join AutoZone. Jamere’s strong business acumen and experiences at Hertz, Nielsen, and GE are well-suited for this position and contributing to the ongoing success of our Company. Seong’s extensive leadership experience in the retail industry, including merchandising and global sourcing, will provide added depth to our talented management team,” said Rhodes.

About AutoZone:
As of May 9, 2020, the Company had 5,836 stores in the U.S., 610 stores in Mexico and 38 stores in Brazil for a total store count of 6,484. AutoZone is the leading retailer and a leading distributor of automotive replacement parts and accessories in the United States. Each AutoZone store carries an extensive product line for cars, sport utility vehicles, vans and light trucks, including new and remanufactured automotive hard parts, maintenance items, accessories, and non-automotive products.  Many stores also have a commercial sales program that provides commercial credit and prompt delivery of parts and other products to local, regional and national repair garages, dealers, service stations, and public sector accounts.  AutoZone also sells the ALLDATA brand diagnostic and repair software through www.alldata.com. Additionally, AutoZone sells automotive hard parts, maintenance items, accessories, and non-automotive products through www.autozone.com and our commercial customers can make purchases through www.autozonepro.com.  AutoZone does not derive revenue from automotive repair or installation.

Media: David McKinney at (901) 495-7951, david.mckinney@autozone.com 
Financial: Brian Campbell at (901) 495-7005, brian.campbell@autozone.com

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