AutoZone (AZO)

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

December 12, 2012

(December 11, 2012)

Date of Report

(Date of earliest event reported)

AUTOZONE, INC.

(Exact name of registrant as specified in its charter)

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:

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment of Executive Deferred Compensation Plan. On December 11, 2012, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of AutoZone, Inc. (the “Company” or “AutoZone”) approved the Third Amendment to the AutoZone, Inc. Executive Deferred Compensation Plan (“Deferred Compensation Plan”). The Third Amendment is attached as Exhibit 10.1 to this Form 8-K and incorporated by reference herein.

The Third Amendment permits future compensation deferral elections up to 25% of base salary for a year and up to 75% of the amount of a bonus payable with respect to the year. Subject to the overall 75% limit on bonus deferrals, bonus deferral elections may also provide for (i) deferral of a percentage of the amount of the bonus that exceeds a specified dollar amount, or (ii) deferral of a percentage of the amount of the bonus in excess of the participant’s target bonus amount for the year. With respect to compensation deferrals for future years (i.e., beginning with plan year 2013 deferrals), an election for installment payments will be limited to a maximum of a five (5) year installment payment period.

The Third Amendment also added certain cashout rules, including a discretionary cashout (as determined by the Administrative Committee) of balances that do not exceed the annual pre-tax contribution limit applicable to 401(k) plans, which applies with respect to all Plan benefits that are subject to Code Section 409A; and mandatory cashouts that apply only with respect to account balances attributable to 2013 and later plan years’ deferrals and contributions. Under these Plan terms, installment distributions would be accelerated and cashed out as follows: (i) accounts less than $25,000 payable at the end of a deferral period; (ii) accounts less than $50,000 payable upon retirement; and (iii) accounts less than $100,000 at a participant’s death.

Item 5.07. Submission of Matters to a Vote of Security Holders.

Proposal 1: The stockholders elected eight directors, each of whom will hold office until the Annual Meeting of Stockholders to be held in 2013 and until his or her successor is duly elected and qualified. Each director received more votes cast “for” than votes cast “against” his or her election. The tabulation of votes with respect to each nominee for director was as follows:

Proposal 2: The Audit Committee’s designation of Ernst & Young LLP as AutoZone’s independent registered public accounting firm for the fiscal year ending August 31, 2013 was ratified by the stockholders. The tabulation of votes on this matter was as follows:

There were no broker non-votes for this item.

Proposal 3: The compensation of AutoZone’s named executive officers was approved, on an advisory basis, by stockholders. The tabulation of votes on this matter was as follows:

The following exhibits are filed with this Current Report pursuant to Item 5.02:

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.

Dated: December 12, 2012