AutoZone 2011 Annual Report Download - page 27

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The Board of Directors recommends that the stockholders vote FOR each of these nominees. These
nominees have consented to serve if elected. Should any nominee be unavailable to serve, your proxy will be
voted for the substitute nominee recommended by the Board of Directors, or the Board of Directors may reduce
the number of directors on the Board.
Each of the nominees named below was elected a director at the 2010 annual meeting. Theodore W. Ullyot
is not standing for re-election to the Board.
Nominees
The nominees are:
William C. Crowley, 54, has been a director since 2008. Mr. Crowley has been President and Chief
Operating Officer of ESL Investments, Inc., a private investment firm, since January 1999. He served as
Executive Vice President of Sears Holdings Corporation, a broadline retailer, from March 2005 until
January 2011, and was a director from March 2005 until May 2010. Additionally, he served as Chief
Administrative Officer of Sears Holdings Corporation from September 2005 until August 2010.
Mr. Crowley also served as the Chief Financial Officer of Sears Holdings Corporation from March 2005
until September 2006 and from January 2007 until October 2007. Mr. Crowley has served as a director of
Sears Canada, Inc. since March 2005 and as the Chairman of the Board of Sears Canada, Inc. since
December 2006. From May 2003 until March 2005, Mr. Crowley served as director and Senior Vice
President, Finance of Kmart Holding Corporation. Mr. Crowley is also a director of AutoNation, Inc. and
Orchard Supply Hardware.
Experience, Skills and Qualifications: The Board believes Mr. Crowley is qualified to serve as a
director of the Company based on his experience in retail operations, his background in corporate finance
and investment banking, his knowledge of the automotive aftermarket industry, his board experience and
his owner orientation, as well as his integrity, energy, and willingness to spend time on and interest in
AutoZone.
Sue E. Gove, 53, has been a director since 2005. She has been the Executive Vice President and Chief
Operating Officer of Golfsmith International Holdings, Inc. since September 2008 and has been Chief
Financial Officer since March 2009. Ms. Gove previously had been a self-employed consultant since April
2006, serving clients in specialty retail and private equity. Ms. Gove was a consultant for Prentice Capital
Management, LP from April 2007 to March 2008. She was a consultant for Alvarez and Marsal Business
Consulting, L.L.C. from April 2006 to March 2007. She was Executive Vice President and Chief Operating
Officer of Zale Corporation from 2002 to March 2006 and a director of Zale Corporation from 2004 to
2006. She was Executive Vice President, Chief Financial Officer of Zale Corporation from 1998 to 2002
and remained in the position of Chief Financial Officer until 2003.
Experience, Skills and Qualifications: The Board believes Ms. Gove is qualified to serve as a
director of the Company based on her experience in executive retail operations and finance roles, her
knowledge of accounting, financial reporting, and financial systems, her executive management skills, her
owner orientation, and her board experience, as well as her integrity, energy, and willingness to spend time
on and interest in AutoZone.
Earl G. Graves, Jr., 49, has been a director since 2002 and was elected Lead Director in January 2009.
He has been the President and Chief Executive Officer of Earl G. Graves Publishing Company, publisher of
Black Enterprise Magazine, since January 2006, and was President and Chief Operating Officer from 1998
to 2006. Mr. Graves has been employed by the same company in various capacities since 1988.
Experience, Skills and Qualifications: The Board believes Mr. Graves is qualified to serve as a
director of the Company based on his business, management and strategic planning experience, his
knowledge of advertising and marketing, his owner orientation, and his board experience, as well as his
integrity, energy, and willingness to spend time on and interest in AutoZone.
17
Proxy