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 3, 2019, Donna Parlapiano, Executive Vice President, Franchise Network, Mergers & Acquisitions and Corporate Real Estate of AutoNation, Inc. (the “Company”), provided notice to the Company that she has elected to retire from the Company, effective as of January 3, 2019 (the “Separation Date”).
Also on January 3, 2019, the Company and Ms. Parlapiano entered into a Separation Agreement and General Release of All Claims (the “Separation Agreement”) in order to, among other things, set forth the effective date of her retirement from the Company, extend certain restrictive covenants, and set forth the following benefits that will be provided to her by the Company, subject to her non-revocation of a release of claims and compliance with certain restrictive covenants:
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a payment in the amount of $2,562,750, payable in 54 semi-monthly installments, and |
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a severance payment equal to the cost of health insurance coverage, grossed up for taxes, for an 18-month period. |
In addition, notwithstanding the terms of any applicable equity plan or award agreement, the Company agreed to treat Ms. Parlapiano as “retirement” eligible with respect to outstanding equity awards held by her as of the Separation Date. The Separation Agreement also extends her non-competition and non-solicitation covenants through the date that is 27 months following the Separation Date. The Separation Agreement is filed as Exhibit 10.1 to this report and is incorporated herein by reference. The foregoing summary of the Separation Agreement is qualified in its entirety by reference to such agreement.
On January 7, 2019, the Company announced that Lance E. Iserman, Executive Vice President and Chief Operating Officer of the Company, and Thomas M. Conophy, Executive Vice President and Chief Technology Officer of the Company, will be leaving the Company, effective as of January 7, 2019.
Item 7.01 Regulation FD Disclosure.
On January 7, 2019, the Company issued a press release announcing a cost reduction plan and the departure of Ms. Parlapiano and Messrs. Iserman and Conophy. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
AUTONATION, INC. Exhibit
EX-10.1 2 jan19ex101.htm EXHIBIT 10.1 Exhibit Exhibit 10.1SEPARATION AGREEMENTAND GENERAL RELEASE OF ALL CLAIMSThis Separation Agreement and General Release of All Claims (the “Agreement”) is entered into and effective as of January 3,…
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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.