AutoNation, Inc. (NYSE:AN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
AutoNation, Inc. (the Company) adopted and approved the
AutoNation, Inc. 2017 Employee Equity and Incentive Plan (the
2017 Plan), subject to stockholder approval at the Companys 2017
Annual Meeting of Stockholders (the Annual Meeting). On April 19,
2017, the Companys stockholders approved the 2017 Plan at the
Annual Meeting.
performance-based restricted stock units and restricted stock,
stock options, stock appreciation rights, and other stock-based
and cash-based awards to employees and independent contractors of
the Company and its affiliates. In addition, the 2017 Plan
enables the Company to grant stock-based and cash-based awards
that satisfy the requirements of Section 162(m) of the Internal
Revenue Code of 1986, as amended. A maximum of 5.5 million shares
of the Companys common stock (subject to adjustment as described
in the 2017 Plan) may be issued to awards granted under the 2017
Plan. In connection with the adoption of the 2017 Plan, the Board
delegated to its Compensation Committee (the Compensation
Committee) all powers and authorities necessary, appropriate, or
advisable to administer the 2017 Plan in all respects. The 2017
Plan replaces the AutoNation, Inc. 2008 Employee Equity and
Incentive Plan and the AutoNation, Inc. Senior Executive
Incentive Bonus Plan.
performance-based restricted stock unit awards (referred to as
RSUs) for our named executive officers under the 2017 Plan, which
awards were issued on March 1, 2017, subject to stockholder
approval of the 2017 Plan and a one-year performance period based
on a measure of earnings. Certain RSUs vest in equal installments
over four years, and others cliff vest after three years subject
to the achievement of certain additional performance goals
measured over a three-year performance period. The additional
performance goals are based on an additional measure of earnings,
a measure of return on invested capital, and a measure of our
performance relative to certain customer satisfaction indices.
incorporated herein by reference. The RSU awards were made to the
Companys Stock Unit Awards Agreement, a form of which is filed as
Exhibit 10.2 to this report and is incorporated herein by
reference. The foregoing summaries of the 2017 Plan and the terms
of the Stock Unit Awards Agreement are qualified in their
entirety by reference to the actual terms of the 2017 Plan and
the form of Stock Unit Awards Agreement.
Stockholders. At the Annual Meeting, the Companys stockholders
voted on the following five proposals and cast their votes as set
forth below.
were elected, each for a term expiring at the next Annual Meeting
of Stockholders or until their successors are duly elected and
qualified, based upon the following votes:
|
Nominee
|
For
|
Against
|
Abstain
|
Broker
Non-Votes
|
||||
|
Mike Jackson
|
89,110,915
|
648,778
|
107,706
|
4,260,093
|
||||
|
Rick L. Burdick
|
87,345,471
|
2,499,522
|
22,406
|
4,260,093
|
||||
|
Tomago Collins
|
89,390,204
|
421,624
|
55,571
|
4,260,093
|
||||
|
David B. Edelson
|
89,733,651
|
77,785
|
55,963
|
4,260,093
|
||||
|
Karen C. Francis
|
89,733,705
|
75,380
|
58,314
|
4,260,093
|
||||
|
Robert R. Grusky
|
89,672,436
|
139,490
|
55,473
|
4,260,093
|
||||
|
Kaveh Khosrowshahi
|
89,387,958
|
423,493
|
55,948
|
4,260,093
|
||||
|
Michael Larson
|
88,112,124
|
1,699,912
|
55,363
|
4,260,093
|
||||
|
G. Mike Mikan
|
89,675,564
|
136,830
|
55,005
|
4,260,093
|
||||
|
Alison H. Rosenthal
|
89,394,137
|
417,476
|
55,786
|
4,260,093
|
||||
independent registered public accounting firm for 2017 was
approved based upon the following votes:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|
93,718,326
|
328,503
|
80,663
|
N/A
|
executive compensation was approved based upon the following
votes:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|
88,417,006
|
1,419,577
|
30,816
|
4,260,093
|
with respect to the preferred frequency for future advisory votes
on executive compensation (Proposal 4). Proposal 4 received the
following votes:
|
1 Year
|
2 Years
|
3 Years
|
Abstain
|
Broker Non-Votes
|
|
30,993,138
|
108,896
|
58,749,263
|
16,102
|
4,260,093
|
Company will include an advisory vote on executive compensation
in its proxy materials every three years until the next required
advisory vote on the frequency of the advisory vote on executive
compensation.
and Incentive Plan was approved based upon the following votes:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|
87,921,920
|
1,919,096
|
26,383
|
4,260,093
|
|
10.1
|
AutoNation, Inc. 2017 Employee Equity and Incentive Plan.
|
|
10.2
|
Form of AutoNation, Inc. Stock Unit Awards Agreement.
|
About AutoNation, Inc. (NYSE:AN)
AutoNation, Inc. is an automotive retailer in the United States. The Company offers a range of automotive products and services, including new vehicles, used vehicles, parts and service, which includes automotive repair and maintenance services, as well as wholesale parts and collision businesses, and automotive finance and insurance products, including vehicle service and other protection products, as well as the arranging of financing for vehicle purchases through third-party finance sources. It operates through three segments, including Domestic, Import and Premium Luxury. Its Domestic segment consists of retail automotive franchises that sell new vehicles manufactured by General Motors, Ford and FCA US. The Import segment consists of retail automotive franchises that sell new vehicles manufactured primarily by Toyota, Honda and Nissan. The Premium Luxury segment consists of retail automotive franchises that sell new vehicles manufactured by Mercedes-Benz, BMW, Audi and Lexus. AutoNation, Inc. (NYSE:AN) Recent Trading Information
AutoNation, Inc. (NYSE:AN) closed its last trading session down -0.85 at 42.81 with 2,235,246 shares trading hands.