AUTOZONE INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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AutoZone, Inc.

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Dear Stockholders,

In connection with our 2026 Annual Meeting of Stockholders to be held at the J.R. Hyde III, Store Support Center in downtown Memphis on December 16 th, 2026, it is my honor to address you, our owners, on key corporate governance developments at AutoZone.

In 2024 for the first time in nearly two decades, our Board of Directors (“Board”) elected a new Chief Executive Officer (“CEO”). The Board conducted a rigorous and robust succession planning process that lasted over three years and culminated in the selection of Phil Daniele as AutoZone’s fifth CEO in our rich history. As part of the succession planning process, the Board had requested that I assume the role of Executive Chairman, in which I continued to work with Phil and our talented Executive Committee (the senior most leaders of the management team). In this capacity, my role was to serve as an advisor, coach, sounding board and mentor – Phil, in his role as President and CEO, was the ultimate decision maker. These changes resulted in us splitting the roles of Chairman and CEO for the first time since 2007.

Today, we continue to believe the split role of Chairman and CEO is the best leadership structure for AutoZone. I have thoroughly enjoyed working with Phil in the beginning of his CEO tenure and know he is the strong and capable CEO we all expected him to be. Accordingly, the Board approved my transition from the role of Executive Chairman to Chairman, effective this past January. Our Board believes in optimizing the structure based on the talents and capabilities of the leadership at the time. This is the final planned step in our leadership transition plan we announced in June of 2023.

Another focus of the Board has been prioritizing board succession planning and refreshment, given that our overall tenure in recent years was increasing. We believe a balance in board tenures is important. Our business is complex and having long-standing directors who have been through various cycles, strategies and developments is important, just as we believe in having long-tenured AutoZoners (employees). But, we also believe in fresh perspectives, new ideas, objectivity and independence. At the 2024 annual meeting, two of our longer-tenured Board members decided to not stand for re-election. Following their decisions, we began a formal search process led by a third party to identify two new independent directors, which resulted in the successful appointment of two outstanding new directors, Claire McDonough and Constantino Spas Montesinos, who have brought uniquely valuable perspectives and impressive professional experiences to our Board. Upon onboarding our new directors, we also rotated Committee appointments and Board leadership positions, including naming Brian Hannasch as our Lead Independent Director and Linda Goodspeed as our Audit Committee Chair. These changes over the last couple of years have refreshed our Board leadership and structure, while maintaining high standards of corporate governance to support our growing business.

In October, Ms. McDonough communicated to the Board her decision not to stand for reelection at the Company’s 2026 Annual Meeting of Stockholders. Ms. McDonough recently accepted a new executive role with a different company, and that company’s key events calendar conflicts with several of AutoZone’s future board meetings. Although the AutoZone Board would have preferred a different outcome, it expresses its sincere gratitude to Ms. McDonough for her wise counsel, valued insights, and meaningful contributions during her tenure. The Board wishes her continued success in all her future endeavors. In light of Ms. McDonough’s decision, we have elected to reduce the size of the Board to ten.

Over the course of the last few months, we have held off-season engagement discussions with you, our owners, to discuss recent changes and also to listen to your thoughts and ideas. We thank you for sharing and continue to take your feedback to heart. As always, we strive to execute changes in a thoughtful and disciplined manner.

On behalf of the Board, I invite you to join us for our 2026 Annual Meeting of Stockholders and as always, we appreciate your investment in us and your continued support.

Sincerely,

Bill Rhodes

Chairman

PROXY SUMMARY

This Proxy Summary provides general information about AutoZone and highlights information contained elsewhere in this Proxy Statement. As it is only a summary, please refer to the entire Proxy Statement and the Annual Report on Form 10-K for the fiscal year ended August 29, 2026 (“FY26”) before you vote. In this Proxy Statement, we use the term “AutoZone,” “we,” “us,” “our” and “the Company” to refer to AutoZone, Inc.

MEETING INFORMATION

ITEMS OF BUSINESS

VOTING

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), even if you plan to attend the Annual Meeting.

For more specific instructions on how to vote as well as how to attend the Annual Meeting, please see page 77.

ABOUT THESE MATERIALS

We began mailing our Notice of Internet Availability of Proxy Materials (the “Notice”) to each stockholder entitled to vote at the Annual Meeting on or about October 27, 2026. Our Board of Directors (the “Board”) has sent you this Proxy Statement to solicit your vote at the Annual Meeting or any adjournment thereof.

** Information reflected as of, and for the fiscal year ended, August 29, 2026, as applicable*

Disclaimer: The contents of any websites, reports or other materials are not incorporated by reference into this proxy statement and do not constitute a part of this proxy statement.

Forward Looking Statements:* *Certain statements contained in this proxy statement, including statements about our estimates, expectations, beliefs, intentions or strategies, constitute forward-looking statements that are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These are based on assumptions and assessments made by our management in light of experience and perception of historical trends, current conditions, expected future developments and other factors that we believe to be appropriate. These forward-looking statements are subject to a number of risks and uncertainties, some of which are discussed in more detail in the “Risk Factors” section contained in Item 1A under Part 1 of the Company’s FY26 Form 10-K. Forward-looking statements speak only as of the date made. Except as required by applicable law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Board of Directors Nominees

The following tables do not include information about Claire McDonough, who has notified the Company of her decision not to stand for reelection.

*** indicates Committee Chairperson

** M indicates Committee Member*

“Lead” indicates Lead Independent Director

BOARD Skills

BOARD COMPOSITION

Executive Committee AT-A-Glance

AutoZone is committed to continuing to build a diverse organization that represents our customers and the communities in which we serve, because when our store teams mirror the communities they serve, we perform better. This commitment to diversity begins at the top, and we are proud of the quality, strength, experience, tenure and racial, ethnic and gender diversity of both our Board and our Executive Committee.