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

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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.

On January 31, 2017, the Board of Directors (the Board) of
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.
The 2017 Plan provides for the grant of time-based and
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.
In January 2017, the Compensation Committee approved certain
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.
The 2017 Plan is filed as Exhibit 10.1 to this report and is
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.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 19, 2017, the Company held its 2017 Annual Meeting of
Stockholders. At the Annual Meeting, the Companys stockholders
voted on the following five proposals and cast their votes as set
forth below.
Proposal 1
The ten director nominees named in the Companys proxy statement
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
Proposal 2
The proposal to ratify the selection of KPMG LLP as the Companys
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
Proposal 3
The proposal to approve, on an advisory basis, the resolution on
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
Proposal 4
A majority of stockholders voted for 3 Years on the advisory vote
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
In line with the recommendation of the Companys stockholders, the
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.
Proposal 5
The proposal to approve the AutoNation, Inc. 2017 Employee Equity
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
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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.

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