Form 8-K 2012 AM


 
 
 
 
 

 
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): May 9, 2012
 
 
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))
 
 
 
 
 
 






Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously announced, on February 1, 2012, the Board of Directors (the “Board”) of AutoNation, Inc. (the “Company”) adopted, subject to stockholder approval, a new incentive bonus plan for senior officers, titled the AutoNation, Inc. Senior Executive Incentive Bonus Plan (the “Incentive Plan”). At the Company’s 2012 Annual Meeting of Stockholders (the “Annual Meeting”) held on May 9, 2012, the Company’s stockholders approved the Incentive Plan. The Incentive Plan, which is substantially identical to and is intended to replace the AutoNation, Inc. Senior Executive Incentive Bonus Plan approved by the Board and the Company’s stockholders in 2007, is designed to create a direct link between pay and performance for the Company’s executive officers and to ensure that annual cash performance bonuses payable to executive officers of the Company are tax deductible by the Company pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended. The Incentive Plan is administered by the Executive Compensation Subcommittee of the Compensation Committee of the Board.
The Incentive Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company’s Annual Meeting was held on May 9, 2012. At the Annual Meeting, the stockholders voted on the following six proposals and cast their votes as set forth below.
Proposal 1
The ten director nominees named in the Company’s 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
111,717,580

613,187

95,799

5,628,648

Robert J. Brown
112,153,401

204,949

68,216

5,628,648

Rick L. Burdick
111,433,380

877,662

115,524

5,628,648

William C. Crowley
104,245,407

8,061,996

119,163

5,628,648

David B. Edelson
112,159,863

147,367

119,336

5,628,648

Robert R. Grusky
104,182,941

8,135,877

107,748

5,628,648

Michael Larson
111,700,444

612,658

113,464

5,628,648

Michael E. Maroone
111,908,294

435,923

82,349

5,628,648

Carlos A. Migoya
111,946,469

372,420

107,677

5,628,648

Alison H. Rosenthal
112,143,134

130,087

153,345

5,628,648

Proposal 2
The proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2012 was approved based upon the following votes:
For
Against
Abstain
Broker Non-Votes
117,588,443
333,182
133,589
N/A
Proposal 3

The proposal to approve the AutoNation, Inc. Senior Executive Incentive Bonus Plan was approved based upon the following votes:
For
Against
Abstain
Broker Non-Votes
111,462,102
769,488
194,976
5,628,648





Proposal 4
The stockholder proposal regarding an independent board chairman was not approved based upon the following votes:
For
Against
Abstain
Broker Non-Votes
17,826,886
94,510,546
89,134
5,628,648
Proposal 5
The stockholder proposal regarding cumulative voting was not approved based upon the following votes:
For
Against
Abstain
Broker Non-Votes
16,932,764
95,388,224
105,578
5,628,648
Proposal 6
The stockholder proposal regarding political contributions was not approved based upon the following votes:
For
Against
Abstain
Broker Non-Votes
12,491,685
97,440,071
2,494,810
5,628,648
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1
AutoNation, Inc. Senior Executive Incentive Bonus Plan, approved by the Company’s Board of Directors on February 1, 2012 and by the Company’s stockholders on May 9, 2012 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 2, 2012).






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:
May 11, 2012
 
By:
/s/ Jonathan P. Ferrando
 
 
 
 
Jonathan P. Ferrando
 
 
 
 
Executive Vice President, General Counsel and Secretary