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) November 18, 2005
AUTONATION, INC.
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On November 18, 2005, the Company established the AutoNation, Inc. Deferred Compensation
Plan (the “Plan”), effective December 1, 2005, a copy of which is attached as Exhibit 10.1 hereto
and incorporated herein by reference. The Plan is a non-qualified, deferred compensation plan
available to a select group of management and highly-compensated employees of the Company and its
subsidiaries and affiliates, including executive officers of the Company, to enable them to defer
receipt of up to 75% of their base salary and up to 90% of their
compensation other than base salary each year. The Plan also allows for discretionary contributions by the Company on
behalf of participants. On November 18, 2005, the Company’s Deferred Compensation Committee, which
administers the Plan, approved matching contributions for fiscal year 2006 (and thereafter unless
modified by the Deferred Compensation Committee) for persons who participate in the Plan in the
amount of 50% of contributions up to $8,000. Such matching contributions will vest one-third upon
contribution by the Company to the participant’s account and one-third on each anniversary
thereafter. The deferred compensation obligations of the Company (the “Obligations”) are
considered unsecured general obligations of the Company to pay the deferred compensation in the
future in accordance with the terms of the Plan.
The amounts of the Obligations include compensation deferred by participants, Company
discretionary contributions (if any), and deemed investment returns, positive or negative, thereon
that are credited to the accounts in accordance with the terms of the Plan. The deemed investment
returns for each participant are based on investment allocation elections that each participant
makes from the deemed investment options (which are based on investment funds representing a broad
range of asset classes) made available under the Plan. Each Obligation is payable in cash either in
a lump sum distribution or in installments following a participant’s retirement, termination of
employment, death, disability or other dates selected by the participant at the time of his or her
compensation deferral election. In the event of an unforeseeable emergency, a participant may be
permitted an earlier cash distribution.
The Plan may be amended, modified or terminated at any time, provided that such amendment,
modification or termination may not adversely affect benefits already accrued without the consent
of the affected participants.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
10.1 AutoNation, Inc. Deferred Compensation Plan.
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