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 OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 17, 2018, AutoNation, Inc. (the “Company”) and Michael J. Jackson, Chairman, Chief Executive Officer and President of the Company, entered into an amended employment agreement (the “Amended Employment Agreement”) in connection with his anticipated transition to the role of Executive Chairman of the Company’s Board of Directors (the “Board”) in 2019. The Amended Employment Agreement provides that:
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Mr. Jackson will continue to serve as Chairman, Chief Executive Officer and President of the Company until the date a new chief executive officer commences employment with the Company (the “Transition Date”). |
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As of the Transition Date, Mr. Jackson will serve as Executive Chairman of the Board through December 31, 2021. |
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Through December 31, 2020, Mr. Jackson’s annual base salary will be $1.3 million, and his target annual incentive award will be 200% of his annual base salary. From January 1, 2021 through December 31, 2021, Mr. Jackson’s annual base salary will be $1.0 million, and his target annual incentive award will be 150% of his annual base salary. |
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Mr. Jackson will be granted equity-based awards with an aggregate grant date fair value equal to $9.1 million, $5.0 million, and $3.0 million in 2019, 2020, and 2021, respectively. |
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If the Company terminates Mr. Jackson’s employment without “cause” or if he resigns for “good reason” (in each case, as defined in the Amended Employment Agreement), then, provided he is in compliance with all applicable restrictive covenants and he signs a mutually acceptable severance agreement, Mr. Jackson will be entitled to receive the equity awards described above and an amount equal to the sum of (i) his remaining base salary to be paid through December 31, 2021, (ii) the annual incentive award for the year of his termination of employment based on actual performance, and (iii) the target annual incentive award for each calendar year remaining under the Amended Employment Agreement that has not yet commenced. |
The other terms of the Amended Employment Agreement remained substantially the same as Mr. Jackson’s prior employment agreement. The Amended Employment Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing summary of the Amended Employment Agreement is qualified in its entirety by reference to such agreement.
In connection with Mr. Jackson’s anticipated transition to the role of Executive Chairman in 2019, the Board has engaged an executive search firm to assist in identifying candidates to succeed Mr. Jackson.
Item 5.02 Regulation FD Disclosure.
On September 19, 2018, the Company issued a press release announcing Mr. Jackson’s anticipated transition to the role of Executive Chairman in 2019 and the engagement of an executive search firm to assist the Board in identifying candidates to succeed Mr. Jackson. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 5.02 Financial Statements and Exhibits.
(d) Exhibits
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99.1 |
Press Release of AutoNation, Inc. dated September 19, 2018.
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AUTONATION, INC. ExhibitEX-10.1 2 f8kex.htm EXHIBIT 10.1 Exhibit Exhibit 10.1AMENDED AND RESTATEDEMPLOYMENT AGREEMENTThis Amended and Restated Employment Agreement (this “Agreement”) is entered into as of September 17,…To view the full exhibit click here
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.