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) February 4, 2008
(Exact Name Of Registrant As Specified In Its Charter)
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| DELAWARE
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1-13107
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73-1105145 |
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(State Or Other Jurisdiction
Of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
110 S.E. 6th Street
Ft. 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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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.
Retirement of Director
On February 5, 2008, Robert J. Brown, who has served as a director of AutoNation, Inc. (the
“Company”) since May 1997, informed the Board of Directors (the “Board”) that he plans to retire
from the Board and that therefore he will not stand for re-election to the Board at the Annual
Meeting of Stockholders in May 2008 (the “2008 Annual Meeting”). Mr. Brown will continue to serve
as a member of the Board and the Board’s Audit Committee, Compensation Committee, Executive
Compensation Subcommittee, Corporate Governance Committee and Nominating Subcommittee until the
2008 Annual Meeting. On February 5, 2008, the Board of Directors nominated the remaining seven
directors to stand for re-election at the 2008 Annual Meeting.
Compensatory Arrangements of Certain Officers
On February 4, 2008, the Executive Compensation Subcommittee (the “Subcommittee”) of the
Compensation Committee of the Board selected the participants in the AutoNation, Inc. Senior
Executive Incentive Bonus Plan (the “Executive Bonus Plan”) for 2008, established specific
objective annual performance goals and set target awards for participants in the Executive Bonus
Plan for 2008.
The Subcommittee selected the following senior executive officers to participate in the
Executive Bonus Plan for 2008: the Company’s Chairman and Chief Executive Officer, President and
Chief Operating Officer, Executive Vice President and Chief Financial Officer, and Executive Vice
President, General Counsel & Secretary. The performance goals under the Executive Bonus Plan for
2008 that were established by the Subcommittee are based upon the achievement of specified levels
of adjusted operating income per share (minus a charge for capital deployed for acquisitions or
share repurchases) and adjusted operating income as a percentage of gross profit for the Company
during 2008.
The performance goals established under the Executive Bonus Plan for 2008 also constitute the
performance goals that have been established for bonus-eligible corporate employees of the Company
to ensure that the corporate management team is fully aligned to achieve improved operating
performance for our existing business and to deploy capital effectively and profitably.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 5, 2008, the Board approved and adopted Amended and Restated By-Laws (the
“By-Laws”) of the Company. The only change effected by the adoption of the new By-Laws was an
amendment to Article V to make clear that the Company is authorized to issue and transfer its
shares in uncertificated form in order to comply with new New York Stock Exchange listing
requirements. The By-Laws as amended and restated became effective immediately upon their approval
by the Board.
The foregoing description of the amendments to the By-Laws is qualified in its entirety by
reference to the full text of the By-Laws, a copy of which is being filed as Exhibit 3.1 to this
Report on Form 8-K and incorporated herein by reference.
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