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AutoNation (NYSE: AN) shareholders back 2026 equity plan but reject GHG proposal

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

AutoNation, Inc. reported results from its 2026 Annual Meeting and adoption of a new long-term incentive plan. Stockholders approved the AutoNation, Inc. 2026 Employee Equity and Incentive Plan, which authorizes equity and cash awards to employees and independent contractors and replaces the 2017 plan.

The 2026 plan allows issuance of up to 1,275,000 new shares of common stock plus 883,316 shares that were still available under the prior 2017 plan. Stockholders also re-elected nine directors, ratified KPMG LLP as independent auditor for 2026, and approved executive compensation on an advisory basis.

Two stockholder proposals, one seeking an independent board chair and another requesting a greenhouse gas (GHG) report, did not receive sufficient support and were not approved.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
New plan share pool 1,275,000 shares Maximum new shares under 2026 Employee Equity and Incentive Plan
Carryover shares from 2017 plan 883,316 shares Remaining available under 2017 plan, added to 2026 plan capacity
Auditor ratification votes for KPMG 31,482,534 votes for Ratification of KPMG LLP as 2026 independent auditor
Say-on-pay support 27,776,185 votes for Advisory approval of named executive officer compensation
Equity plan approval votes 29,066,751 votes for Approval of AutoNation, Inc. 2026 Employee Equity and Incentive Plan
Independent chair proposal support 1,799,833 votes for Stockholder proposal for independent board chairman, not approved
GHG report proposal support 4,387,899 votes for Stockholder proposal on GHG report, not approved
restricted stock units financial
"The 2026 Plan provides for the grant of time-based and performance-based restricted stock units and restricted stock"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
stock appreciation rights financial
"The 2026 Plan provides for the grant of ... stock options, stock appreciation rights, and other stock-based and cash-based awards"
Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.
broker non-votes financial
"Nominee | For | Against | Abstain | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"The proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
named executive officer compensation financial
"The proposal to approve, on an advisory basis, the resolution on named executive officer compensation was approved"
GHG report financial
"The stockholder proposal regarding a GHG report was not approved"
Understanding 8-K Material Events →
false000035069800003506982026-04-282026-04-28


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 28, 2026  
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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.01 per shareANNew 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 January 28, 2026, the Board of Directors (the “Board”) of AutoNation, Inc. (the “Company”) approved the AutoNation, Inc. 2026 Employee Equity and Incentive Plan (the “2026 Plan”), subject to stockholder approval at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”). On April 28, 2026, the Company’s stockholders approved the 2026 Plan at the Annual Meeting.
The 2026 Plan provides for the grant of time-based and performance-based restricted stock units and restricted stock, stock options, stock appreciation rights, and other stock-based and cash-based awards to employees and independent contractors of the Company and its affiliates. The maximum number of shares of Company common stock that may be issued pursuant to awards granted under the 2026 Plan is 1,275,000 shares plus 883,316 shares (representing the number of shares that remained available for grant under the AutoNation, Inc. 2017 Employee Equity and Incentive Plan (the “2017 Plan”) as of the effective date for the 2026 Plan), subject to adjustment as described in the 2026 Plan. In connection with the adoption of the 2026 Plan, the Board delegated to its Compensation Committee all powers and authorities necessary, appropriate, or advisable to administer the 2026 Plan in all respects. The 2026 Plan replaces the 2017 Plan, which has been discontinued as of April 28, 2026 (but outstanding awards under the 2017 Plan will remain in effect in accordance with their terms).
The 2026 Plan is filed as Exhibit 10.1 to this report and is incorporated herein by reference. The foregoing summary of the 2026 Plan is qualified in its entirety by reference to the actual terms of the 2026 Plan.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s stockholders voted on the following six proposals and cast their votes as set forth below.

Proposal 1
The nine director nominees 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:

NomineeForAgainstAbstainBroker Non-Votes
Rick L. Burdick28,893,764506,11613,3552,537,319
Claire Bennett29,278,48097,00337,7522,537,319
David B. Edelson28,885,072515,01513,1482,537,319
Robert R. Grusky28,928,119471,76413,3522,537,319
Norman K. Jenkins28,976,765394,65141,8192,537,319
Lisa Lutoff-Perlo29,175,196225,71012,3292,537,319
Michael Manley29,237,666162,15313,4162,537,319
G. Mike Mikan28,927,252472,37013,6132,537,319
Jacqueline A. Travisano28,311,4701,088,61213,1532,537,319

Proposal 2
The proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2026 was approved based upon the following votes:
ForAgainstAbstainBroker Non-Votes
31,482,534454,81613,204N/A




Proposal 3

The proposal to approve, on an advisory basis, the resolution on named executive officer compensation was approved based upon the following votes:

ForAgainstAbstainBroker Non-Votes
27,776,1851,616,32320,7272,537,319

Proposal 4

The proposal to approve the AutoNation, Inc. 2026 Employee Equity and Incentive Plan was approved based upon the following votes:

ForAgainstAbstainBroker Non-Votes
29,066,751330,78215,7022,537,319

Proposal 5
The stockholder proposal regarding an independent Board chairman was not approved based upon the following votes:
ForAgainstAbstainBroker Non-Votes
1,799,83327,561,65751,7452,537,319

Proposal 6
The stockholder proposal regarding a GHG report was not approved based upon the following votes:
ForAgainstAbstainBroker Non-Votes
4,387,89924,369,831655,5052,537,319

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

10.1    AutoNation, Inc. 2026 Employee Equity and Incentive Plan.
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:April 29, 2026 By: /s/ C. Coleman Edmunds
  C. Coleman Edmunds
  Executive Vice President, General Counsel and Corporate Secretary


Source: View Original Filing on SEC EDGAR

FAQ

What did AutoNation (AN) stockholders approve at the 2026 Annual Meeting?

Stockholders approved nine directors, ratified KPMG LLP as 2026 auditor, endorsed named executive officer pay on an advisory basis, and approved the 2026 Employee Equity and Incentive Plan, authorizing new equity and cash-based awards for employees and independent contractors.

What is the size of AutoNation’s 2026 Employee Equity and Incentive Plan?

The 2026 plan permits up to 1,275,000 new shares of common stock plus 883,316 shares that remained available under the 2017 plan, subject to adjustment. These shares support future equity awards such as restricted stock units, options, and other stock-based incentives.

Which director nominees were elected at AutoNation (AN)’s 2026 Annual Meeting?

Nine nominees were elected: Rick L. Burdick, Claire Bennett, David B. Edelson, Robert R. Grusky, Norman K. Jenkins, Lisa Lutoff-Perlo, Michael Manley, G. Mike Mikan, and Jacqueline A. Travisano. Each received strong majority support based on the reported vote totals.

Did AutoNation (AN) stockholders approve the say-on-pay proposal in 2026?

Yes. The advisory vote on named executive officer compensation passed with 27,776,185 votes for, 1,616,323 against, and 20,727 abstentions, plus 2,537,319 broker non-votes, indicating broad support for the company’s executive pay practices.

Were AutoNation (AN) stockholder proposals on an independent chair and GHG report approved?

No. The independent board chair proposal received 1,799,833 votes for and 27,561,657 against. The greenhouse gas (GHG) report proposal received 4,387,899 for and 24,369,831 against, so neither proposal passed at the 2026 Annual Meeting.

Who will audit AutoNation (AN)’s financial statements for 2026?

Stockholders ratified KPMG LLP as AutoNation’s independent registered public accounting firm for 2026, with 31,482,534 votes for, 454,816 against, and 13,204 abstentions. This confirms continued engagement of KPMG as the company’s external auditor.

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