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) February 19, 2016
AutoNation, Inc.
(Exact name of registrant as specified in its charter)
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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):
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 19, 2016, the Board of Directors (the “Board”) of AutoNation, Inc. (the “Company”) increased the size of the Board to 11 directors and appointed Karen C. Francis as a member of the Board, effective immediately. The Board determined that Ms. Francis 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. The Board also appointed Ms. Francis to its Audit Committee, effective February 19, 2016.
Ms. Francis 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. The annual Board retainer will be pro-rated based on the number of months served during the year and will be paid in cash. Ms. Francis will also be entitled to receive expense reimbursement in connection with meeting attendance. As a non-employee director, Ms. Francis is eligible to receive equity awards in the future under the AutoNation, Inc. 2014 Non-Employee Director Equity Plan.
A copy of the press release issued by the Company announcing the appointment of Ms. Francis as a member of the Board is attached as Exhibit 99.1 to this report and incorporated herein by reference.
Item 8.01 Other Events.
On February 19, 2016, the Company also issued a press release announcing that its Board of Directors has authorized the repurchase of up to an additional $250 million of the Company’s common stock under the Company’s share repurchase program. A copy of the press release is attached as Exhibit 99.2 to this report and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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99.1 | Press Release of AutoNation, Inc. dated February 19, 2016 announcing the appointment of Karen C. Francis to AutoNation’s Board of Directors. |
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99.2 | Press Release of AutoNation, Inc. dated February 19, 2016 regarding the Company’s share repurchase program. |
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.
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| | | AUTONATION, INC. |
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Date: | February 19, 2016 | | By: | /s/ Jonathan P. Ferrando |
| | | | Jonathan P. Ferrando |
| | | | Executive Vice President - General Counsel, Corporate Development and Human Resources |
Exhibit 99.1
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| | | | Contact: Marc Cannon
(954) 769-3146
cannonm@autonation.com
Investor contacts: Andrew Wamser
(954) 769-7023
wamsera@autonation.com
Robert Quartaro
(954) 769-7342
quartaror@autonation.com |
AutoNation Names Karen C. Francis to Board of Directors
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• | Robert J. Brown to retire from Board of Directors following 2016 Annual Meeting of Stockholders |
FORT LAUDERDALE, Fla., February 19, 2016 - AutoNation, Inc. (NYSE: AN), America’s largest automotive retailer, today announced that its Board of Directors appointed Karen C. Francis to the AutoNation Board, effective February 19, 2016. Ms. Francis will serve as an independent director.
“We are pleased to have Karen join the AutoNation Board,” said Mike Jackson, AutoNation’s Chairman, Chief Executive Officer and President. “We look forward to the experience and insight that she will bring to the Board.”
Karen Francis is Executive Chairman of AcademixDirect, Inc., a technology marketing company serving the education industry. Ms. Francis served as Executive Chairman and CEO of AcademixDirect, Inc. from 2009 to 2014. From 2004 to 2007, Ms. Francis was Chairman and CEO of Publicis & Hal Riney, an advertising agency based in San Francisco. From 2001 to 2002, she served as Vice President of Ford Motor Company, where she was responsible for global technology strategies, customer relationship management, global export operations, and Ford Direct, the company’s online sales initiative structured as a joint venture with Ford dealers. From 1996 to 2000, Ms. Francis held several positions with General Motors, including serving as Regional Manager of the Chevrolet division responsible for all dealer operations in eleven states, as well as General Manager of the Oldsmobile division overseeing dealership operations nationwide. Ms. Francis also serves as a director of The Hanover Insurance Group, Inc.
AutoNation also announced that Robert J. Brown will retire from the AutoNation Board effective upon completion of AutoNation’s 2016 Annual Meeting of Stockholders, which is expected to be held on May 12, 2016.
“Bob served as a member of our Board for 17 years, and we thank him for his years of valuable service on the Board,” said Mike Jackson.
About AutoNation, Inc.
AutoNation is America’s largest automotive retailer, currently owning and operating 373 new vehicle franchises from coast to coast. AutoNation sold its 10 millionth vehicle in 2015, the first automotive retailer to reach this milestone. AutoNation is also the only automotive retailer to guarantee every vehicle retailed is recall-free. A commitment to delivering a peerless experience through customer-focused sales and service processes is what drives AutoNation’s success. AutoNation is transforming the automotive industry through bold leadership, technology and innovation.
Please visit investors.autonation.com, www.autonation.com, www.autonationdrive.com, www.twitter.com/autonation, www.twitter.com/CEOMikeJackson, www.facebook.com/autonation, and www.facebook.com/CEOMikeJackson, where AutoNation discloses additional information about the Company, its business, and its results of operations.
Exhibit 99.2
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| | | | Contact: Marc Cannon
(954) 769-3146
cannonm@autonation.com
Investor contacts: Andrew Wamser
(954) 769-7023
wamsera@autonation.com
Robert Quartaro
(954) 769-7342
quartaror@autonation.com |
AutoNation Authorizes Additional $250 Million for Share Repurchase
FORT LAUDERDALE, Fla., February 19, 2016 - AutoNation, Inc. (NYSE: AN), America’s largest automotive retailer, today announced that its Board of Directors has authorized the repurchase of up to an additional $250 million of AutoNation’s common stock. With the increased authorization, AutoNation has approximately $250 million total Board authorization remaining for share repurchases as of February 19, 2016. AutoNation has approximately 104 million shares outstanding as of February 18, 2016.
About AutoNation, Inc.
AutoNation is America’s largest automotive retailer, currently owning and operating 373 new vehicle franchises from coast to coast. AutoNation sold its 10 millionth vehicle in 2015, the first automotive retailer to reach this milestone. AutoNation is also the only automotive retailer to guarantee every vehicle retailed is recall-free. A commitment to delivering a peerless experience through customer-focused sales and service processes is what drives AutoNation’s success. AutoNation is transforming the automotive industry through bold leadership, technology and innovation.
Please visit investors.autonation.com, www.autonation.com, www.autonationdrive.com, www.twitter.com/autonation, www.twitter.com/CEOMikeJackson, www.facebook.com/autonation, and www.facebook.com/CEOMikeJackson, where AutoNation discloses additional information about the Company, its business, and its results of operations.
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