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
February
15, 2008
(February
13, 2008)
Date of
Report
(Date of
earliest event reported)
AUTOZONE,
INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
(State
or other jurisdiction of incorporation or organization)
|
1-10714
(Commission
File Number)
|
62-1482048
(IRS
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
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)
|
|
[
]
|
Precommencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
[
]
|
Precommencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
1.01 Entry Into a Material Definitive Agreement.
AutoZone, Inc. Enhanced
Severance Pay Plan
On
February 13, 2008, the Compensation Committee of the Board of Directors of
AutoZone, Inc. (“AutoZone”) adopted the AutoZone, Inc. Enhanced Severance
Pay Plan (the “Plan”).
The
purpose of the Plan is to provide severance pay to key AutoZone employees who
have executed a non-compete agreement with AutoZone and whose employment
subsequently is terminated without cause (as defined in the non-compete
agreement), other than as a result of death, total disability, or any voluntary
resignation or termination; provided such employee is not eligible for severance
benefits under any other AutoZone plan or agreement and that he or she executes
a release satisfactory in form and substance to AutoZone at the time of
termination.
Under the
Plan, a participating employee is eligible to receive periodic severance
payments in the form of salary continuation for a period of time determined by
his or her position and years of service at the time of
termination. Executive officers are eligible to receive periodic
severance payments for 12 to 24 months, vice presidents for 6 to 12 months, and
other key employees for 3 to 9 months, depending in each case upon their years
of service.
The
foregoing description is qualified in its entirety by reference to the
provisions of the Plan which is filed as Exhibit 99.1 to this report and
incorporated herein by reference.
Executive Officer
Non-Compete and
Non-Solicitation Agreements
On
February 14, 2008, ten of the executive officers of AutoZone entered into a
non-compete and non-solicitation agreement (“Executive Officer Agreement”) with
the Company. The executive officers who entered into an Executive Officer
Agreement are Jon A. Bascom, Timothy W. Briggs, Mark A. Finestone, William T.
Giles, William W. Graves, Lisa R. Kranc, Thomas B. Newbern, Charlie Pleas III,
Larry M. Roesel and James A. Shea.
The
Executive Officer Agreement provides that, during the executive’s employment
with AutoZone and for a period of two years thereafter, the executive shall not
(a) directly or indirectly own or work for any business that competes with
AutoZone, (b) solicit, divert or influence (or attempt to solicit, divert or
influence) any customer of AutoZone, or (c) solicit or attempt to solicit the
employees of AutoZone or seek to cause them to resign their employment with
AutoZone. The Executive Officer Agreement also includes provisions
precluding the executive from disclosing confidential information belonging to
AutoZone.
In the
event the executive’s employment is terminated by AutoZone without cause (as
defined in the Executive Officer Agreement), and provided that at that time, the
executive executes a release of all claims against AutoZone accrued as of the
date of such release, the executive will be entitled to certain severance
benefits. The executive will not be entitled to the severance
benefits in the event of his or her voluntary resignation, including retirement,
death or disability. Such severance benefits consist of periodic
severance pay in accordance with the Plan, continuation of medical, vision and
dental insurance coverage during the severance period (up to a maximum of 18
months) at the same cost to the executive as he or she was paying prior to
termination, a lump-sum, prorated share of any bonus incentives earned during
the period prior to the executive’s termination to be paid when such incentives
are paid generally to similarly-situated employees, and an appropriate level of
outplacement services as determined by AutoZone. The executive’s
applicable Stock Option Agreements govern treatment of stock options upon
termination of employment.
The
foregoing description is qualified in its entirety by reference to the
provisions of the form of Executive Officer Agreement which is filed as Exhibit
99.2 to this report and incorporated herein by reference.
Officer Non-Compete and
Non-Solicitation Agreements
On
February 13, 2008, the Compensation Committee of the Board of Directors of
AutoZone approved a form of non-compete and non-solicitation agreement (“Officer
Agreement”) to be entered into by non-executive officers of
AutoZone.
The
Officer Agreement provides that, during the officer’s employment with AutoZone
and for a period of one year thereafter, the officer shall not (a) directly or
indirectly own or work for any business that competes with AutoZone, (b)
solicit, divert or influence (or attempt to solicit, divert or influence) any
customer of AutoZone, or (c) solicit or attempt to solicit the employees of
AutoZone or seek to cause them to resign their employment with
AutoZone. The Officer Agreement also includes provisions precluding
the officer from disclosing confidential information belonging to
AutoZone.
In the
event the officer’s employment is terminated by AutoZone without cause (as
defined in the Officer Agreement), and provided that at that time, the officer
executes a release of all claims against AutoZone accrued as of the date of such
release, the officer will be entitled to certain severance
benefits. The officer will not be entitled to the severance benefits
in the event of his or her voluntary resignation, including retirement; death or
disability. Such severance benefits consist of periodic severance pay
in accordance with the Plan, continuation of medical, vision and dental
insurance coverage during the severance period (up to a maximum of 18 months) at
the same cost to the officer as he or she was paying prior to termination, a
lump-sum, prorated share of any bonus incentives earned during the period prior
to the officer’s termination to be paid when such incentives are paid generally
to similarly-situated employees, and an appropriate level of outplacement
services as determined by AutoZone. The officer’s applicable Stock
Option Agreements govern treatment of stock options upon termination of
employment.
The
foregoing description is qualified in its entirety by reference to the
provisions of the form of Officer Agreement which is filed as Exhibit 99.3 to
this report and incorporated herein by reference.
Non-Compete and
Non-Solicitation Agreement with Mr. Rhodes
On
February 14, 2008, William C. Rhodes, III, Chairman, President and Chief
Executive Officer of AutoZone entered into a non-compete and non-solicitation
agreement (“CEO Agreement”) with AutoZone. The CEO Agreement provides
that, during Mr. Rhodes’ employment with AutoZone and for a period of three
years thereafter, Mr. Rhodes shall not (a) directly or indirectly own or work
for any business that competes with AutoZone, (b) solicit, divert or influence
(or attempt to solicit, divert or influence) any customer of AutoZone, or (c)
solicit or attempt to solicit the employees of AutoZone or seek to cause them to
resign their employment with AutoZone. The CEO Agreement also
includes provisions precluding Mr. Rhodes from disclosing confidential
information belonging to AutoZone.
In the
event Mr. Rhodes’ employment is terminated by AutoZone without cause (as defined
in the CEO Agreement), and provided that at that time, Mr. Rhodes executes a
release of all claims against AutoZone accrued as of the date of such release,
he will be entitled to certain severance benefits. Mr. Rhodes will
not be entitled to the severance benefits in the event of his voluntary
resignation, including retirement; death or disability. Such
severance benefits consist of an amount equal to 2.99 times his then-current
base salary, continuation of medical, vision and dental insurance coverage up to
a maximum of 18 months at the same cost as he was paying prior to termination, a
lump-sum, prorated share of any bonus incentives earned during the period prior
to his termination to be paid when such incentives are paid generally to
similarly-situated employees, and an appropriate level of outplacement services
as determined by AutoZone. Mr. Rhodes’ applicable Stock Option
Agreements govern treatment of stock options upon termination of his
employment.
The
foregoing description is qualified in its entirety by reference to the
provisions of the CEO Agreement which is filed as Exhibit 99.4 to this report
and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
|
99.1
|
AutoZone,
Inc. Enhanced Severance Pay Plan
|
|
99.2
|
Form
of non-compete and non-solicitation Agreement signed by each of the
following executive officers: Jon A. Bascom, Timothy W. Briggs,
Mark A. Finestone, William T. Giles, William W. Graves, Lisa R. Kranc,
Thomas B. Newbern, Charlie Pleas III, Larry M. Roesel and James A. Shea;
and by AutoZone, Inc., with an effective date of February 14, 2008,
for each.
|
|
99.3
|
Form
of non-compete and non-solicitation Agreement approved by AutoZone’s
Compensation Committee for execution by non-executive
officers.
|
|
99.4
|
Agreement
dated February 14, 2008, between AutoZone, Inc. and William C. Rhodes,
III
|
SIGNATURES
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.
By: /s/ Harry L.
Goldsmith
Harry L.
Goldsmith
Executive
Vice President,
General
Counsel & Secretary
Dated: February
15, 2008
EXHIBIT
INDEX
|
99.1
|
AutoZone,
Inc. Enhanced Severance Pay Plan
|
|
99.2
|
Form
of non-compete and non-solicitation Agreement signed by each of the
following executive officers: Jon A. Bascom, Timothy W. Briggs,
Mark A. Finestone, William T. Giles, William W. Graves, Lisa R. Kranc,
Thomas B. Newbern, Charlie Pleas III, Larry M. Roesel and James A. Shea;
and by AutoZone, Inc., with an effective date of February 14, 2008,
for each.
|
|
99.3
|
Form
of non-compete and non-solicitation Agreement approved by AutoZone’s
Compensation Committee for execution by non-executive
officers.
|
|
99.4
|
Agreement
dated February 14, 2008, between AutoZone, Inc. and William C. Rhodes,
III
|