Independent
Tenure on this board
35.1 yrs
Also a director at
Cbiz Inc (CBZ)
9 nominees · 6 ballot items.
Election of nine directors; ratification of KPMG as independent auditor; advisory say-on-pay on named executive officer compensation; approval of the AutoNation, Inc. 2026 Employee Equity and Incentive Plan; and two stockholder proposals (Independent Board Chairman and GHG report) to be voted at the 2026 Annual Meeting.
Elect nine director nominees named in the proxy statement, each for a one-year term until the next annual meeting or until their successors are duly elected and qualified.
Ratify the selection of KPMG LLP as AutoNation’s independent registered public accounting firm for 2026.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, compensation tables, and related narrative.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s 2025 executive compensation disclosures, including the Compensation Discussion and Analysis and the compensation tables. Management seeks this advisory approval to confirm stockholder support for the design and implementation of its pay programs, which emphasize a large performance-based mix (annual performance bonuses and multi-year performance-based RSUs including relative TSR and ROIC measures) and retention incentives such as time-based RSUs and a one-time CEO PSU tied to five-year stock price appreciation. Key context includes robust pay-for-performance features: challenging performance grids, multi-year cliff vesting for PBRSUs, a capital charge included in incentive metrics, and an explicit recoupment (clawback) policy; the Committee also uses an independent consultant in setting pay. Although the vote is advisory, the Board and Compensation Committee will review results and consider them when making future compensation decisions. The Board recommends FOR because it believes the programs align management incentives with long-term shareholder returns and retention needs in a competitive market for automotive executives. The proposal is not a regulatory requirement; it is an annual governance practice that provides a governance signal to the Board on compensation approach and alignment. Given the Company’s recent strong performance metrics and the Committee’s use of multi-metric, long-term performance awards, management argues that continued approval supports consistent execution of compensation philosophy. Investors evaluating the proposal should consider the potential trade-offs between retention-driven special awards (including the CEO’s one-time PSU) and shareholder dilution/cost, and weigh past shareholder approval history and disclosed pay versus performance metrics when forming a view.
Approve the AutoNation, Inc. 2026 Employee Equity and Incentive Plan (the 2026 Plan), which, if approved, will replace the 2017 Plan and authorize a new share reserve and updated governance features for equity and cash incentive awards.
Proposal 4 seeks shareholder approval for a new omnibus incentive plan (the 2026 Plan) that would replace the legacy 2017 Plan and provide up to an aggregate share reserve (1,275,000 new shares plus remaining 2017 Plan availability) to grant options, RSUs, performance units and cash-based awards to employees and select independent contractors. Management is pursuing shareholder approval to refresh the plan authority because it is the vehicle through which the Company grants long-term equity incentives used for retention, pay-for-performance alignment, and CEO/NEO incentives; without approval the Company would not be able to grant new awards under a successor plan. Notable governance features are emphasized by management: no repricing or reloads without shareholder approval, explicit clawback subject to the Company policy, minimum 12‑month vesting for most awards (with limited exceptions), limits on individual annual awards, no evergreen replenishment, and limits on shares deliverable as incentive stock options—features intended to address common investor concerns about dilution, governance and pay alignment. The Board’s recommendation FOR is supported by analysis of historical burn rate, dilution and overhang metrics and a view that the plan’s design balances competitive equity grants against shareholder interests. Investors should consider the plan’s share reserve size relative to historical grant usage, the potential dilution over time, and the plan’s provisions for performance metrics (e.g., TSR, ROIC) that will govern future award pay‑outs before voting. Approving the plan preserves the Company’s ability to attract and retain talent via equity awards while retaining shareholder protections; rejecting it would constrain future equity grant flexibility and require alternative retention/compensation approaches.
Stockholder proposal requesting the Board adopt a policy that separates the roles of Chairman and CEO so the Chairman is an independent director (Lead Director not a substitute), with allowance for an interim non-independent chair while seeking a permanent independent chairman.
Stockholder proposal requesting an annual report disclosing AutoNation’s greenhouse gas emissions and any targets for reduction, prepared at reasonable cost and updated annually; the proponent suggests including emissions from vehicles sold or rented.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Brave Warrior Advisors, LLC | 4.63% | 1,547,728 | $302M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.35% | 1,456,851 | $284M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.20% | 1,403,982 | $274M |
| 4 | BlackRock, Inc. | 4.06% | 1,358,126 | $265M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 4.04% | 1,350,188 | $264M |
| 6 | Alyeska Investment Group, L.P. | 2.66% | 890,738 | $174M |
| 7 | STATE STREET CORP | 2.65% | 886,376 | $173M |
| 8 | AQR CAPITAL MANAGEMENT LLC | 2.44% | 816,114 | $159M |
| 9 | BlackRock, Inc. | 2.32% | 776,900 | $152M |
| 10 | Invesco Ltd. | 1.62% | 542,184 | $106M |
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