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 4, 2011

 

 

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 5.07 Submission of Matters to a Vote of Security Holders.

The 2011 Annual Meeting of Stockholders (the “Annual Meeting”) of AutoNation, Inc. (the “Company”) was held on May 4, 2011. 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

  137,199,329        335,927   45,951   6,989,337

Robert J. Brown

  137,315,182        201,872   64,153   6,989,337

Rick L. Burdick

  136,339,244     1,179,146   62,817   6,989,337

William C. Crowley

  127,464,458   10,055,671   61,078   6,989,337

David B. Edelson

  136,170,335     1,331,495   79,377   6,989,337

Robert R. Grusky

  137,304,707        203,209   73,291   6,989,337

Michael Larson

  137,132,549        387,035   60,823   6,989,337

Michael E. Maroone

  137,328,778        207,485   44,944   6,989,337

Carlos A. Migoya

  137,063,462        457,339   60,406   6,989,337

Alison H. Rosenthal

  137,307,209        204,676   69,322   6,989,337

Proposal 2

The proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2011 was approved based upon the following votes:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

144,201,615   290,832   78,097   N/A

Proposal 3

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

 

For

 

Against

 

Abstain

 

Broker Non-Votes

132,570,600   2,518,440   2,492,167   6,989,337

Proposal 4

The proposal on the frequency of the advisory vote on executive compensation received the following votes:

 

1 Year

 

2 Years

 

3 Years

 

Abstain

 

Broker Non-Votes

12,948,485   146,538   122,075,515   2,410,669   6,989,337

In line with the recommendation of the Company’s stockholders, the Company will include an advisory vote on executive compensation in its proxy materials every three years until the next required advisory vote on the frequency of the advisory vote on executive compensation.

Proposal 5

The stockholder proposal regarding special meetings was not approved based upon the following votes:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

22,540,532   114,921,261   119,414   6,989,337

Proposal 6

The stockholder proposal regarding cumulative voting was not approved based upon the following votes:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

20,075,993   117,367,742   137,472   6,989,337


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 5, 2011   By:  

/s/ Jonathan P. Ferrando

    Jonathan P. Ferrando
    Executive Vice President, General Counsel and Secretary