Executive Change · Shareholder Vote

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) April 21, 2020     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)) 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           Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 21, 2020, the Board of Directors of AutoNation, Inc. (the “Company”) promoted James R. Bender from his position as the Company’s Executive Vice President and Chief Operating Officer to the position of President and Chief Operating Officer of the Company, effective as of April 22, 2020. Mike Jackson will continue to serve as the Company’s Chairman and Chief Executive Officer. Biographical information for Mr. Bender can be found in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 18, 2020, and is incorporated herein by reference. Item 5.07 Submission of Matters to a Vote of Security Holders. On April 22, 2020, the Company held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the following four proposals and cast their votes as set forth below. Proposal 1 The ten director nominees named in the Company’s 2020 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 77,294,702 749,221 118,980 4,965,232 Thomas J. Baltimore, Jr. 65,699,736 12,390,660 72,507 4,965,232 Rick L. Burdick 76,810,337 1,188,456 164,110 4,965,232 David B. Edelson 77,557,580 584,224 21,099 4,965,232 Steven L. Gerard 77,960,328 130,919 71,656 4,965,232 Robert R. Grusky 77,525,010 616,291 21,602 4,965,232 Lisa Lutoff-Perlo 78,000,589 91,135 71,179 4,965,232 G. Mike Mikan 77,513,854 627,875 21,174 4,965,232 Cheryl Miller 77,679,968 462,402 20,533 4,965,232 Jacqueline A. Travisano 77,786,039 305,444 71,420 4,965,232 Proposal 2 The proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2020 was approved based upon the following votes: For Against Abstain Broker Non-Votes 82,597,232 493,958 36,945 N/A Proposal 3 The proposal to approve, on an advisory basis, the resolution on executive compensation was approved based upon the following votes: For Against Abstain Broker Non-Votes 76,350,930 1,778,260 33,713 4,965,232 Proposal 4 The stockholder proposal regarding special meetings was not approved based upon the following votes: For Against Abstain Broker Non-Votes 28,668,515 49,401,308 93,080 4,965,232 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: April 23, 2020   By:   /s/ C. Coleman Edmunds           C. Coleman Edmunds           Executive Vice President, General Counsel and Corporate Secretary