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UNITED STATES
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
Date Of Report (Date Of Earliest Event Reported) April 24, 2024
 
AUTONATION, INC.
(Exact name of registrant as specified in its charter)
   
Delaware 1-13107 73-1105145
(State or other jurisdiction
of incorporation)
(Commission     
File Number)     
(IRS Employer
Identification No.)
200 SW 1st Ave
Fort Lauderdale, Florida 33301
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (954) 769-6000
 
(Former name or former address, if changed since last report)
 
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 (see General Instruction A.2. below):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, par value $0.01 per share AN New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o On April 24, 2024, AutoNation, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the following six proposals and cast their votes as set forth below.



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

Proposal 1
The eight director nominees 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
Rick L. Burdick 34,586,439 945,085 80,997 2,333,700
David B. Edelson 34,983,043 548,483 80,995 2,333,700
Robert R. Grusky 33,996,046 1,535,480 80,995 2,333,700
Norman K. Jenkins 35,391,638 133,854 87,029 2,333,700
Lisa Lutoff-Perlo 34,210,337 1,322,138 80,046 2,333,700
Michael Manley 35,181,407 338,442 92,672 2,333,700
G. Mike Mikan 35,033,964 486,014 92,543 2,333,700
Jacqueline A. Travisano 31,743,722 3,789,161 79,638 2,333,700

Proposal 2
The proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2024 was approved based upon the following votes:
For Against Abstain Broker Non-Votes
37,390,691 475,757 79,773 N/A

Proposal 3

The proposal to approve, on an advisory basis, the resolution on named executive officer compensation was approved based upon the following votes:

For Against Abstain Broker Non-Votes
34,730,203 797,406 84,912 2,333,700

Proposal 4

The proposal to approve and adopt an Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation was approved based upon the following votes:

For Against Abstain Broker Non-Votes
32,730,331 2,799,231 82,959 2,333,700




Proposal 5

The proposal to approve the AutoNation, Inc. 2024 Non-Employee Director Equity Plan was approved based upon the following votes:

For Against Abstain Broker Non-Votes
34,242,205 1,318,996 51,320 2,333,700

Proposal 6
The stockholder proposal regarding political contributions was not approved based upon the following votes:
For Against Abstain Broker Non-Votes
9,611,160 25,048,983 952,378 2,333,700




SIGNATURES
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.

  AUTONATION, INC.
Date: April 25, 2024   By: /s/ C. Coleman Edmunds
  C. Coleman Edmunds
  Executive Vice President, General Counsel and Corporate Secretary