Form PX14A6G - Notice of exempt solicitation submitted by non-management
01 November 2024 - 12:49AM
Edgar (US Regulatory)
AutoZone, Inc. (AZO)
Shareholder Alert
Voluntary submission by John Chevedden, POB 2673, Redondo Beach, CA
90278
AutoZone Shareholder since 2021
Important to Vote for Proposal 5 and Against the Bait-and-Switch
Proposal 4
Both Are Advisory Proposals on the Special Shareholder Meeting Topic
The vague management Proposal 4 has the potential to be a bait-and-switch
proposal. The vague Proposal 4 fails to include any specific conditions or restrictions that are always added when a company formally
adopts a shareholder right to call a special shareholder meeting.
Thus after the AutoZone annual meeting the AutoZone Board can potentially
claim victory for its Proposal 4 and then add decapitating restrictions regarding which shares can be excluded from participating in the
25% stock ownership threshold that would be required to call for a special shareholder meeting.
One decapitating restriction is to exclude all shares owned for less
than one continuous year from participating in calling for a special shareholder meeting. AutoZone was asked multiple times to clarify
whether AutoZone would take advantage of its vague proposal and add a one-year restriction to Proposal 4 if it was approved by shareholders.
Each time AutoZone was asked – AutoZone dodged the question.
Thus a group of shareholders who attempt to show they own 25% of properly
aged AutoZone stock could determine that they own 40% of all AutoZone shares when length of stock ownership is factored out. Thus the
nominal 25% stock ownership requirement translates into a potential 40% stock ownership requirement.
A 40% threshold would make it almost impossible for AutoZone shareholders
to call for a special shareholder meeting. There is no point in giving shareholders a so-called right that is almost impossible to use.
Proposal 4 should have a warning label that in order for shareholders
to meet the 25% requirement in Proposal 4 shareholders may need to own 40% of AutoZone shares.
AutoZone shareholders, who have diversified portfolios, can consider
whether the AutoZone Governance Committee members, Earl Graves, Jr. and Jill Soltau, who are responsible for the potential bait-and-switch
Proposal 4, are qualified to serve on the Governance Committee of any other company.
The reason to vote for Proposal 5 is that it does not call for the
exclusion of all shares owned for less than one continuous year.
Important to Vote for Proposal 5 and Against the Bait-and-Switch
Proposal 4
Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated
under the Securities Exchange Act of 1934.*
*Submission is not required of this filer under the terms of the Rule,
but is made voluntarily in the interest of public disclosure and consideration of these important issues.
This is not a solicitation of authority to vote your proxy. Please
DO NOT send me your proxy card; the shareholder is not able to vote your proxies, nor does this communication contemplate such an event.
The shareholder asks all shareholders to vote by following the procedural
instructions provided in the proxy materials.
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