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