Form 8-K - Current report

false000035069800003506982024-07-082024-07-08

 

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

 

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 [phone]

 

(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))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

AN

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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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.

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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

Exhibit 99.1

Contact: Lisa Rhodes Ryans [phone] [e-mail] Investor Contact: Derek Fiebig [phone] [e-mail]

AutoNation Names Claire Bennett to Board of Directors

FORT LAUDERDALE, Fla., (July 11, 2024) — AutoNation, Inc. (NYSE: AN), a provider of personalized transportation services and America’s most admired automotive retailer, today announced that its Board of Directors appointed Claire Bennett to the AutoNation Board, effective July 8, 2024. Ms. Bennett will serve as an independent director.

“We are pleased to have Claire join the AutoNation Board,” said Rick Burdick, AutoNation’s Board Chairman. “We look forward to the experience and insight she will bring to the Board.”

Ms. Bennett is a tenured global leader with an extensive customer experience, general management and consumer services background. She has worked as a senior executive to help drive significant transformation in large, complex organizations through periods of dynamic industry, customer, and technological change. Her experience spans multiple industries, including consumer packaged goods, technology, financial services, and hospitality.

Ms. Bennett recently served as the Global Chief Customer Officer for Intercontinental Hotels Group (“IHG”) where she was a member of the Executive Committee from 2017 through 2023. During her tenure there she was responsible for driving B2C/B2B customer experience and growth across a portfolio of multinational brands. Prior to joining IHG, Ms. Bennett was the General Manager of Global Consumer Travel and Lifestyle at American Express, where she held various senior executive roles from 2006 through 2017.

Ms. Bennett also currently serves on the board of Samsonite International S.A.

About AutoNation, Inc.

AutoNation is one of the largest automotive retailers in the United States, offering innovative products, exceptional services, and comprehensive solutions, empowering our customers to make the best decisions for their needs. With a network of dealerships nationwide strengthened by a recognized brand, we offer a wide variety of new and used vehicles, customer financing, parts, and provide expert maintenance and repair services. Through DRV PNK, we have raised over $40 million for cancer-related causes, demonstrating our commitment to making a positive difference in the lives of our Associates, Customers, and the communities we serve.

Please visit www.autonation.com, investors.autonation.com, and www.twitter.com/AutoNation, where AutoNation discloses additional information about the Company, its business, and its results of operations. Please also visit www.autonationdrive.com, AutoNation's automotive blog, for information regarding the AutoNation community, the automotive industry, and current automotive news and trends.

Document and Entity Information Document	Jul. 08, 2024
Document And Entity Information [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 08, 2024
Entity Registrant Name	AUTONATION, INC.
Entity Incorporation, State or Country Code	DE
Entity Central Index Key	0000350698
Entity File Number	1-13107
Entity Tax Identification Number	73-1105145
Entity Address, Address Line One	200 SW 1st Ave
Entity Address, City or Town	Fort Lauderdale
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33301
City Area Code	954
Local Phone Number	769-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	AN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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