AutoNation Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$AN
Retail-Auto Dealers and Gas Stations
Consumer Discretionary
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 28, 2026
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 28, 2026, the Board of Directors (the “Board”) of AutoNation, Inc. (the “Company”) approved the AutoNation, Inc. 2026 Employee Equity and Incentive Plan (the “2026 Plan”), subject to stockholder approval at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”). On April 28, 2026, the Company’s stockholders approved the 2026 Plan at the Annual Meeting.
The 2026 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. The maximum number of shares of Company common stock that may be issued pursuant to awards granted under the 2026 Plan is 1,275,000 shares plus 883,316 shares (representing the number of shares that remained available for grant under the AutoNation, Inc. 2017 Employee Equity and Incentive Plan (the “2017 Plan”) as of the effective date for the 2026 Plan), subject to adjustment as described in the 2026 Plan. In connection with the adoption of the 2026 Plan, the Board delegated to its Compensation Committee all powers and authorities necessary, appropriate, or advisable to administer the 2026 Plan in all respects. The 2026 Plan replaces the 2017 Plan, which has been discontinued as of April 28, 2026 (but outstanding awards under the 2017 Plan will remain in effect in accordance with their terms).
The 2026 Plan is filed as Exhibit 10.1 to this report and is incorporated herein by reference. The foregoing summary of the 2026 Plan is qualified in its entirety by reference to the actual terms of the 2026 Plan.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s stockholders voted on the following six proposals and cast their votes as set forth below.
Proposal 1
The nine 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 | 28,893,764 | 506,116 | 13,355 | 2,537,319 | ||||||||||
| Claire Bennett | 29,278,480 | 97,003 | 37,752 | 2,537,319 | ||||||||||
| David B. Edelson | 28,885,072 | 515,015 | 13,148 | 2,537,319 | ||||||||||
| Robert R. Grusky | 28,928,119 | 471,764 | 13,352 | 2,537,319 | ||||||||||
| Norman K. Jenkins | 28,976,765 | 394,651 | 41,819 | 2,537,319 | ||||||||||
| Lisa Lutoff-Perlo | 29,175,196 | 225,710 | 12,329 | 2,537,319 | ||||||||||
| Michael Manley | 29,237,666 | 162,153 | 13,416 | 2,537,319 | ||||||||||
| G. Mike Mikan | 28,927,252 | 472,370 | 13,613 | 2,537,319 | ||||||||||
| Jacqueline A. Travisano | 28,311,470 | 1,088,612 | 13,153 | 2,537,319 | ||||||||||
Proposal 2
The proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2026 was approved based upon the following votes:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 31,482,534 | 454,816 | 13,204 | 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 | ||||||||
| 27,776,185 | 1,616,323 | 20,727 | 2,537,319 | ||||||||
Proposal 4
The proposal to approve the AutoNation, Inc. 2026 Employee Equity and Incentive Plan was approved based upon the following votes:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 29,066,751 | 330,782 | 15,702 | 2,537,319 | ||||||||
Proposal 5
The stockholder proposal regarding an independent Board chairman was not approved based upon the following votes:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 1,799,833 | 27,561,657 | 51,745 | 2,537,319 | ||||||||
Proposal 6
The stockholder proposal regarding a GHG report was not approved based upon the following votes:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 4,387,899 | 24,369,831 | 655,505 | 2,537,319 | ||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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 29, 2026 | By: | /s/ C. Coleman Edmunds | ||||||||||||||
| C. Coleman Edmunds | |||||||||||||||||
| Executive Vice President, General Counsel and Corporate Secretary | |||||||||||||||||