DESCRIPTION OF SECURITIES
AutoZone, Inc. (AutoZone, we or our) is incorporated in the State of Nevada. The following description of our common stock, par value $0.01 per share (Common Stock), is a summary and does not purport to be complete. The description of our Common Stock is subject to and qualified in its entirety by reference to our Restated Articles of Incorporation (the Articles), and our Seventh Amended and Restated By-Laws (the Bylaws), which are incorporated by reference as Exhibit 3.1 and Exhibit 3.2, respectively, to the Annual Report on Form 10-K of which this Exhibit 4.24 is a part. We encourage you to read the Articles, the Bylaws and the applicable provisions of the Nevada Revised Statutes, Chapter 78 (the Nevada Code), for additional information.
DESCRIPTION OF COMMON STOCK
Authorized Capital Shares. Pursuant to the Articles, our authorized capital stock consists of 200,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, par value $0.01 per share (Preferred Stock). All outstanding shares of Common Stock are fully paid and nonassessable. There are no outstanding shares of Preferred Stock.
Voting Rights. Each holder of Common Stock is entitled to one vote for each share owned of record on matters voted upon by stockholders, and a majority vote of a quorum present at a meeting of the stockholders is required for all actions to be taken by stockholders, except that, subject to certain limited exceptions, under Nevada law any director may be removed from office by the vote of stockholders representing not less than two-thirds of the voting power of the issued and outstanding Common Stock, except that a nominee for director shall be elected to the Board of Directors if the votes cast for such nominees election exceed the votes cast against such nominees election; provided, however, that directors shall be elected by a plurality of the votes cast at any meeting of the stockholders for which the Secretary of the AutoZone determines that the number of nominees exceeds the number of directors to be elected as of the record date for such meeting. If directors are to be elected by a plurality of the votes cast, stockholders shall not be permitted to vote against a nominee.
Liquidation. In the event of a liquidation, dissolution or winding-up of AutoZone, the holders of Common Stock are entitled to share equally and ratably in the assets of AutoZone, if any, remaining after the payment of all debts and liabilities of AutoZone and the liquidation preference of any outstanding preferred stock.
Other Rights and Preferences. The Common Stock has no preemptive rights, no cumulative voting rights and no redemption, sinking fund or conversion provisions.
Dividends. Holders of Common Stock are entitled to receive dividends if, as, and when declared by the Board of Directors out of funds legally available therefor, subject to the dividend and liquidation rights of any Preferred Stock that may be issued and subject to any dividend restrictions that may be contained in future credit facilities. No dividend or other distribution (including redemptions or repurchases of shares of capital stock) may be made if after giving effect to such distribution, AutoZone would not be able to pay its debts as they become due in the usual course of business, or AutoZones total assets would be less than the sum of its total liabilities plus the amount that would be needed, if AutoZone were to be dissolved at the time of distribution to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution. AutoZone does not currently pay and does not anticipate paying dividends on shares of Common Stock.