AutoNation Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
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Retail-Auto Dealers and Gas Stations
Consumer Discretionary
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) July 8, 2024
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 8, 2024, the Board of Directors (the “Board”) of AutoNation, Inc. (the “Company”) increased the size of the Board to nine directors and appointed Claire Bennett as a member of the Board, effective immediately. The Board determined that Ms. Bennett qualifies as independent under the director independence standards set forth in the Company’s Corporate Governance Guidelines and the applicable listing standards of the New York Stock Exchange.
Ms. Bennett will participate in the Company’s non-employee director compensation program, pursuant to which she will receive an annual Board retainer of $50,000 for service on the Board. For 2024, the Board retainer will be prorated based on time served during the year. Ms. Bennett will also be entitled to receive expense reimbursement in connection with meeting attendance. As a non-employee director, she will be eligible to receive equity awards in the future under the AutoNation, Inc. 2024 Non-Employee Director Equity Plan.
As of the date of this report, the Board has not determined Ms. Bennett’s Board committee assignment(s). In accordance with Instruction 2 to Item 5.02 of Form 8-K, the Company intends to file an amendment to this report when such information is available.
Item 7.01 Regulation FD Disclosure.
On July 11, 2024, the Company issued a press release announcing Ms. Bennett’s appointment as a member of the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d)
99.1 Press Release of AutoNation, Inc., dated July 11, 2024, announcing the appointment of Claire Bennett as a member of AutoNation, Inc.’s Board of Directors.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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: | July 11, 2024 | By: | /s/ C. Coleman Edmunds | |||||||||||
| C. Coleman Edmunds | ||||||||||||||
| Executive Vice President, General Counsel and Corporate Secretary | ||||||||||||||