AutoNation Inc.

04/25/2024 | Press release | Distributed by Public on 04/25/2024 14:56

Submission of Matters to a Vote of Security Holders - Form 8-K

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