Form 8-K 2014 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 6, 2014
 

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.
On May 6, 2014, AutoNation, Inc. (the “Company”) held its 2014 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 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
99,740,471

1,426,228

222,112

5,998,152

Robert J. Brown
101,016,308

143,757

228,746

5,998,152

Rick L. Burdick
100,772,926

395,818

220,067

5,998,152

David B. Edelson
101,043,134

126,290

219,387

5,998,152

Robert R. Grusky
98,984,847

2,187,087

216,877

5,998,152

Michael Larson
97,454,442

3,718,414

215,955

5,998,152

Michael E. Maroone
100,973,362

206,212

209,237

5,998,152

Carlos A. Migoya
100,822,306

342,505

224,000

5,998,152

G. Mike Mikan
99,631,178

1,547,462

210,171

5,998,152

Alison H. Rosenthal
101,029,658

134,500

224,653

5,998,152

Proposal 2
The proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2014 was approved based upon the following votes:
For
Against
Abstain
Broker Non-Votes
106,391,721
716,772
278,470
N/A
Proposal 3
The proposal to approve an advisory resolution on executive compensation was approved based upon the following votes:
For
Against
Abstain
Broker Non-Votes
99,428,721
377,632
1,582,458
5,998,152
Proposal 4
The proposal to approve the AutoNation, Inc. 2014 Non-Employee Director Equity Plan was approved based upon the following votes:
For
Against
Abstain
Broker Non-Votes
93,529,609
7,590,528
268,674
5,998,152
Proposal 5
The stockholder proposal regarding an independent Board chairman was not approved based upon the following votes:
For
Against
Abstain
Broker Non-Votes
27,943,337
73,150,399
295,075
5,998,152




Proposal 6
The stockholder proposal regarding political contributions was not approved based upon the following votes:
For
Against
Abstain
Broker Non-Votes
20,122,083
74,758,864
6,507,864
5,998,152









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 8, 2014
 
By:
/s/ Jonathan P. Ferrando
 
 
 
 
Jonathan P. Ferrando
 
 
 
 
Executive Vice President - General Counsel, Corporate Development and Human Resources