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) March 3, 2014
 
 
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):
 
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 March 3, 2014, Cheryl Scully was appointed Executive Vice President and Chief Financial Officer of AutoNation, Inc. (the “Company”), effective as of March 3, 2014. As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on January 10, 2014, Ms. Scully was appointed Interim Chief Financial Officer (and principal financial officer) of the Company on January 7, 2014.
In connection with Ms. Scully’s appointment as Executive Vice President and Chief Financial Officer, the Compensation Committee (the “Committee”) of the Company’s Board of Directors approved a new compensation arrangement for Ms. Scully. Effective March 3, 2014, Ms. Scully will be entitled to receive an annual base salary of $475,000. In addition, Ms. Scully will participate in the 2014 annual incentive program established by the Committee under the AutoNation, Inc. Senior Executive Incentive Plan with a 2014 target award equal to $285,000 (60% of her annual base salary), based on the same performance goals approved by the Committee for the other executive officers of the Company.
Ms. Scully also received a one-time award of 3,612 shares of restricted stock and a one-time award of 44,828 stock options in connection with her promotion and to recognize her service as Interim Chief Financial Officer. She also received a 2014 annual equity award of 40,000 stock options in her role as Executive Vice President and Chief Financial Officer. All 3,612 shares of restricted stock and 51,207 options were granted on March 3, 2014. An additional 11,207 options will be granted on the first trading day of each of June, September, and December 2014. The shares of restricted stock vest in 25% annual increments on each of the first four anniversaries of June 1, 2014. The stock options have or will have an exercise price equal to the closing price per share on the applicable grant date, will vest in 25% annual increments on each of the first four anniversaries of June 1, 2014, and will expire on March 3, 2024.
The Company’s current form of stock option agreement and form of restricted stock agreement are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On March 4, 2014, the Company issued a press release announcing Ms. Scully’s appointment as Executive Vice President and Chief Financial Officer of the Company. A copy of the Company’s press release is attached hereto as Exhibit 99.1.
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 (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 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) Exhibits
10.1
Form of Stock Option Agreement under the AutoNation, Inc. 2008 Employee Equity and Incentive Plan (for grants in 2014 and thereafter).
10.2
Form of Restricted Stock Agreement under the AutoNation, Inc. 2008 Employee Equity and Incentive Plan (for grants in 2014 and thereafter).
99.1
Press Release of AutoNation, Inc. dated March 4, 2014.





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:
March 7, 2014
 
By:
/s/ Jonathan P. Ferrando
 
 
 
 
Jonathan P. Ferrando
 
 
 
 
Executive Vice President - General Counsel, Corporate Development and Human Resources





Exhibit 10.1

FORM OF AUTONATION, INC.
STOCK OPTION AGREEMENT


THIS STOCK OPTION AGREEMENT (this “Agreement”) is entered into as of _____________, by and between AUTONATION, INC., a Delaware corporation (together with its subsidiaries and affiliates, the “Company”), and ___________ (“Optionee”) who accepts the award of the Option (as defined below) made hereby, and agrees to be bound by this Agreement.

Recitals

A. The Company has established the AutoNation, Inc. 2008 Employee Equity and Incentive Plan (the “Plan”) in order to provide valued employees of the Company incentives to create and maintain long-term stockholder value; and

B. The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company has approved the grant to Optionee of a non-qualified employee stock option to purchase from the Company shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), on the terms and conditions set forth in this Agreement.

Terms of Agreement

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows:

1. Definitions . Schedule 1 sets forth a Glossary of terms that are used herein. All capitalized terms used but not defined in this Agreement shall have the meanings given to them in the Glossary or the Plan.

2. Grant of Option . Subject to the terms and conditions set forth herein and in the Plan, Optionee shall be granted under the Plan the right and option (the “Option”) to purchase from the Company all or any part of the number of shares of Common Stock set forth for Optionee in the award letter dated _________ from the Company to Optionee (the “Award Letter”). One-quarter (1/4) of the Option is hereby granted as of March _______ at the exercise price set forth in the Award Letter. Except as otherwise provided herein or in the Plan, an additional one-quarter (1/4) of the Option shall be granted to the Optionee on the first trading day of the New York Stock Exchange (“NYSE”), or the principal exchange upon which the Common Stock is listed, of each of June, September and December _____, with an exercise price equal to the fair market value of a share of Common Stock on such grant date (which shall mean the closing price of a share of the Common Stock on such grant date as reported on the principal nationally recognized stock exchange on which the Common Stock is traded on such date), subject to continuous employment by Optionee with the Company from the date hereof until such date and, except as otherwise provided by the Committee, subject to Optionee remaining at the same job grade level from the date hereof until such date. The Option shall not be treated as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended.

3. Term . The term of the Option shall commence with respect to the number of shares of Common Stock subject to the portion of the Option granted on the respective dates on which each portion of the Option is granted in accordance with Paragraph 2 of this Agreement and shall, in each case, expire ten (10) years from the date of this Agreement, subject to the terms and conditions set forth herein and in the Plan, as may be amended from time to time.

4. Vesting . Except as otherwise provided herein or in the Plan, each separately granted portion of the Option shall vest and become exercisable in four equal annual installments, 25% on June 1, ____, 25% on June 1, ____, 25% on June 1, ____, and 25% on June 1, ____, subject to continuous employment by Optionee with the Company from the date hereof until such date. Any portion of the Option may be exercised only to purchase whole shares of Common Stock, and in no case may a fraction of a share be purchased. If any fractional share of Common Stock would be deliverable upon exercise, such fraction shall be rounded down to the nearest whole number.

5. Termination of Option if Employment is Terminated Due to a Change in Ownership of Subsidiary or Affiliate or Spin-Off . For the purpose of clarification, if Optionee ceases to be an employee of the Company or any Subsidiary or Affiliate of the Company following a Change in Ownership or Spin-Off of the Subsidiary, Affiliate or business unit by which Optionee is employed (whether because of the termination of employment of Optionee or because the corporation or other




entity by which Optionee was employed ceases to be a Subsidiary or Affiliate of the Company or otherwise), such cessation shall be deemed to be a termination of employment or other service and Sections 12 and 13 of the Plan shall apply.

6. Optionee Bound by Terms of Plan . Optionee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all of the terms, conditions and provisions thereof (including, without limitation, the termination of the Option in the event of a termination of the Optionee’s employment with the Company for Cause). For the purpose of clarification, the Optionee hereby acknowledges that in the event of a termination of the Optionee’s employment with the Company for Cause at a time when the Optionee is eligible for Retirement (as such term is defined in the Plan), both the Option (including any portion thereof that has not yet been granted) and any other stock options to acquire shares of Company stock previously granted to the Optionee shall be forfeited and terminate immediately.

7. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its principles of conflict of laws. The parties agree that any action, suit or proceeding arising out of or relative to this Agreement or the relationship of Optionee and the Company shall be instituted only in the State or federal courts located in Broward County in the State of Florida, and each party waives any objection that such party may now or hereafter have to such venue or jurisdiction in any action, suit or proceeding brought in any State or federal court located in Broward County, Florida. Optionee affirms that he or she has sufficient contact with Florida such that Optionee would reasonably anticipate being hailed into said courts in Florida regarding this Agreement or any other contract or issues arising between the parties hereto. Any and all service of process and any other notice in any such action, suit or proceeding shall be effective against Optionee if given by mail (registered or certified where possible, return receipt requested), postage prepaid, mailed to Optionee at the address set forth in the Company’s records, or shall be effective against the Company if given in accordance with Paragraph 10 hereof.

8. No Right to Continued Employment . Nothing contained in this Agreement shall confer on Optionee the right to continue in the employment of the Company or otherwise shall impede the Company’s ability to terminate Optionee’s employment.

9. Severability . The invalidity or enforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

10. Notices . All notices, requests, demands, claims and other communications by Optionee with respect to the Option shall be in writing and shall be deemed given if delivered by certified or registered mail (first class postage prepaid), guaranteed overnight delivery or facsimile transmission if such transmission is confirmed by delivery by certified or registered mail (first class postage prepaid) or guaranteed overnight delivery, to the following address (or to such other addresses or telecopy numbers which the Company shall designate in writing to Optionee from time to time):
AutoNation, Inc.
200 SW 1 st Avenue
Fort Lauderdale, Florida 33301
Attention: Human Resources, Suite 1400
Telecopy: (954) 656-xxxx

with a copy to :
AutoNation, Inc.
200 SW 1 st Avenue
Fort Lauderdale, Florida 33301
Attention: General Counsel, Suite 1600
Telecopy: (954) 769-xxxx
(no copy required for notice of Option exercise)

11. Binding Effect . This Agreement shall not constitute a binding obligation of the Company or the Optionee unless it is accepted by Optionee. Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company and to Optionee’s heirs, legatees, distributees and personal representatives. No handmarked or interlineated modifications shall constitute a part of this Agreement.

12. Method of Option Exercise . To the extent permitted by the Company, the Option may be exercised by electronic submission of an exercise order in accordance with the instructions set forth thereon or otherwise in accordance with Section 9(d) of the Plan.





13. Conflict with Terms of the Plan . In the event that any provision of this Agreement conflicts with any provision of the Plan and cannot reasonably be interpreted to be a clarification of such provision of the Plan or an exercise of the authority granted to the Plan’s administrator pursuant to the Plan, the provision of the Plan shall govern and be controlling. For the purpose of clarification, Paragraph 4 and the last sentence of Paragraph 6 hereof shall govern notwithstanding any contrary provisions of the Plan.

14. Integration . Except for the provisions relating to stock options contained in that certain Restrictive Covenants and Confidentiality Agreement of even date herewith by and between the Company and Optionee, this Agreement supersedes all prior agreements and understandings between the Company and Optionee relating to the grant of the Option, whether oral or otherwise.

[Signature page follows]




IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first above written.

By:
AUTONATION, INC.
 
OPTIONEE:
 
 
 
 
 
Name:
Title:
 
 




STOCK OPTION AGREEMENT

SCHEDULE 1

GLOSSARY

The terms below shall have the following meanings when used throughout the Agreement. Capitalized terms that are used but not defined in the Agreement or this Glossary shall have the meanings given to them in the Plan.

“Affiliate” shall mean a Subsidiary or any other entity of which on the relevant date at least a majority of the Voting Securities are at the time owned directly or indirectly by the Company or any Subsidiary.

“Cause” shall have the meaning given to it in the Plan.

“Change in Ownership” A Change in Ownership shall be deemed to have occurred with respect to an Optionee if (i) as a result of a merger, consolidation, reorganization, business combination, sale, exchange or other disposition of Voting Securities or other transaction, the corporation or other entity by which Optionee is employed ceases to be a Subsidiary or Affiliate of the Company and, immediately after such transaction, the persons who were stockholders of the Company immediately before such transaction do not own at least a majority of the Voting Securities of such corporation or other entity, or (ii) there is a sale or other disposition of all or substantially all of the assets of the trade, business, corporation or other entity by which Optionee is employed and, immediately after such transaction, the Company or the persons who were stockholders of the Company immediately before such transaction do not own at least a majority of the Voting Securities of a corporation or other entity that acquires such assets or engages in such trade or business. Notwithstanding the foregoing, a Change in Ownership shall not include a Change in Control (as defined in the Plan) of the Company.

“Spin-Off” A Spin-Off shall be deemed to have occurred with respect to an Optionee if the corporation or other entity by which Optionee was employed, or the entity that succeeds to the business unit or trade by which Optionee was employed, is not a Subsidiary or Affiliate of the Company following a pro rata distribution or dividend of its capital stock to the persons who were stockholders of the Company immediately before such transaction and, immediately after such transaction, such corporation or other entity has a class of Voting Securities that is traded publicly on a national securities exchange.

“Subsidiary” shall have the meaning given to it in Section 424(f) of the Internal Revenue Code of 1986, as amended.

“Voting Securities” shall mean securities or other ownership interest having ordinary voting power (absolutely or contingently) for the election of directors or other persons performing similar functions.





Exhibit 10.2

FORM OF AUTONATION, INC.
RESTRICTED STOCK AGREEMENT


THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is entered into as of ____________________ (the “Date of Grant”), by and between AUTONATION, INC., a Delaware corporation (together with its subsidiaries and affiliates, the “Company”), and ____________ (“Grantee”) who accepts the award of Restricted Stock (as defined in Paragraph 2 below) made hereby, and agrees to be bound by this Agreement.

Recitals

A.    The Company has established the AutoNation, Inc. 2008 Employee Equity and Incentive Plan (the “Plan”) in order to provide valued employees of the Company incentives to create and maintain long-term stockholder value; and

B.    The Compensation Committee of the Board of Directors (the “Board”) of the Company has approved the grant to the Grantee of Restricted Stock on the terms and conditions set forth in this Agreement.

Terms of Agreement
NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows:
1.     Definitions . Schedule 1 sets forth a Glossary of terms that are used herein. All capitalized terms used but not defined in this Agreement shall have the meanings given to them in the Glossary or the Plan.
2.     Award of Restricted Stock Pursuant to Plan . Subject to the terms and conditions, including the restrictions and risk of forfeiture, set forth herein and in the Plan, Grantee is hereby granted under the Plan, as of the Date of Grant, an award (“Award”) of ______ shares of common stock, $0.01 per share, of the Company (the “Shares” or “Restricted Stock”).
3.      Certificate . Reasonably promptly after Grantee accepts the Award, the Company, in its sole discretion, shall either (i) issue a stock certificate, registered in the name of the Grantee evidencing the Shares and bearing an appropriate legend specifying that such Shares are not transferable and are subject to the provisions of the Plan and this Agreement, or (ii) establish and maintain, or cause a representative to establish and maintain, an account to record the Shares until such Shares become vested or are forfeited.
4.     Withholding of Shares for Taxes . The Company shall withhold an amount equal to the federal, state and local taxes due at the time the Grantee has taxable income in respect of the Shares (or, if the Grantee makes an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”) in connection with the Award, on or about the Date of Grant). Unless otherwise determined by the Company, such withholding shall be satisfied by the Company withholding Shares having a fair market value (as determined by the Company) equal to the amount of tax required to be withheld. The Grantee understands that the Grantee (and not the Company) shall be responsible for any tax liability of the Grantee that may arise as a result of the transactions contemplated by this Agreement.
5.     Rights of Ownership and Restrictions on Transfer . Unless and until the Shares are forfeited, notwithstanding the restrictions and risk of forfeiture set forth herein and in the Plan, the Grantee shall have the right to vote the Shares and, provided Grantee has accepted the Award by the Acceptance Deadline, to receive dividends on the Shares. The Shares granted hereby shall not be transferable until vesting as set forth in Paragraph 6 below, except as permitted under the Plan.
6.     Vesting . Except as otherwise provided herein or in the Plan, the Shares shall become non-forfeitable and fully transferable (shall “vest”) in four equal annual installments, 25% on June 1, _____, 25% on June 1, ____, 25% on June 1, ____, and 25% on June 1, ____ (the “Vesting Dates”), subject to the Grantee remaining continuously employed with the Company on such dates.
7.     Forfeiture of Unvested Stock on Termination of Employment . Except as otherwise provided herein or in the Plan, upon the termination of employment of the Grantee with the Company for any reason, all outstanding unvested Shares held by the Grantee at the time of such termination shall be immediately forfeited and surrendered to the Company, and any




stock certificates issued with respect to such unvested Shares shall be cancelled and such unvested Shares shall cease to remain outstanding.
8.     Termination of Restricted Stock if Employment is Terminated Due to a Change in Ownership of Subsidiary or Affiliate or Spin-Off . For the purpose of clarification, if Grantee ceases to be an employee of the Company or any Subsidiary or Affiliate of the Company following a Change in Ownership or Spin-Off of the Subsidiary, Affiliate or business unit by which Grantee is employed (whether because of the termination of employment of Grantee or because the corporation or other entity by which Grantee was employed ceases to be a Subsidiary or Affiliate of the Company or otherwise), then such cessation shall be deemed to be a termination of employment or other service and Sections 12 and 13 of the Plan shall apply.
9.     Retirement . Upon the Grantee attaining age 55 and completion of 6 years of service with the Company or a Subsidiary or an Affiliate as set forth in Section 13 of the Plan (“Retirement Eligibility”) or if the Grantee has attained Retirement Eligibility as of the Date of Grant, all Shares granted hereunder to the Grantee shall become immediately vested (and, accordingly, shall become subject to share withholding under Paragraph 4 of this Agreement), although such Shares (except for Shares to be withheld in accordance with Paragraph 4) shall remain non-transferable until the earliest of (a) the Grantee’s termination of employment, (b) the Vesting Date on which such Shares would otherwise have become vested, or (c) the occurrence of any event that would have caused acceleration of vesting under the terms of the Plan or this Agreement. For the purpose of clarification, in the event the Grantee has attained Retirement Eligibility, the vesting schedule set forth in Paragraph 6 shall apply to the number of Shares remaining after Company withholding in accordance with Paragraph 4. Notwithstanding the foregoing, for the purpose of clarification, upon a termination of the Grantee’s employment by the Company for Cause after Retirement Eligibility and prior to the earlier of the Vesting Date on which such Shares would otherwise have become vested or the occurrence of any event that would have caused acceleration of vesting under the terms of the Plan or this Agreement, the Shares that have not yet become transferable pursuant to this Paragraph shall be forfeited and surrendered to the Company, and any stock certificates issued with respect to such Shares shall be cancelled and such Shares shall cease to remain outstanding.
10.     Grantee Bound by Terms of Plan . Grantee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all of the terms, conditions and provisions thereof.
11.     Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its principles of conflict of laws. The parties agree that any action, suit or proceeding arising out of or relative to this Agreement or the relationship of the Grantee and the Company shall be instituted only in the State or federal courts located in Broward County in the State of Florida, and each party waives any objection that such party may now or hereafter have to such venue or jurisdiction in any action, suit or proceeding brought in any State or federal court located in Broward County, Florida. The Grantee affirms that he or she has sufficient contact with Florida such that Grantee would reasonably anticipate being hailed into said courts in Florida regarding this Agreement or any other contract or issues arising between the parties hereto. Any and all service of process and any other notice in any such action, suit or proceeding shall be effective against the Grantee if given by mail (registered or certified where possible, return receipt requested), postage prepaid, mailed to Grantee at the address set forth in the Company’s records, or shall be effective against the Company if given in accordance with Paragraph 14 hereof.
12.     No Right to Continued Employment . Nothing contained in this Agreement shall confer on Grantee the right to continue in the employment of the Company or otherwise shall impede the Company’s ability to terminate Grantee’s employment.
13.     Severability . The invalidity or enforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
14.     Notices . All notices, requests, demands, claims and other communications by Grantee with respect to this award of Restricted Stock shall be in writing and shall be deemed given if delivered by certified or registered mail (first class postage prepaid), guaranteed overnight delivery or facsimile transmission if such transmission is confirmed by delivery by certified or registered mail (first class postage prepaid) or guaranteed overnight delivery, to the following address (or to such other addresses or telecopy numbers which the Company shall designate in writing to the Grantee from time to time):





AutoNation, Inc.
200 SW 1 st Avenue
Fort Lauderdale, Florida 33301
Attention: Human Resources, Suite 1400
Telecopy: (954) 656-xxxx


with a copy to :
AutoNation, Inc.
200 SW 1 st Avenue
Fort Lauderdale, Florida 33301
Attention: General Counsel, Suite 1600
Telecopy: (954) 769-xxxx

15.     Binding Effect . This Agreement shall not constitute a binding obligation of the Company or the Grantee unless it is accepted by the Grantee. Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company and to Grantee’s heirs, legatees, distributees and personal representatives. No handmarked or interlineated modifications shall constitute a part of this Agreement.
16.     Conflict with Terms of the Plan . In the event that any provision of this Agreement conflicts with any provision of the Plan and cannot reasonably be interpreted to be a clarification of such provision of the Plan or an exercise of the authority granted to the Plan’s administrator pursuant to the Plan, the provision of the Plan shall govern and be controlling. For the purpose of clarification, Paragraph 9 hereof shall govern notwithstanding any contrary provisions of the Plan.
17.     Integration . Except for the provisions relating to Restricted Stock contained in that certain Restrictive Covenants and Confidentiality Agreement of even date herewith by and between the Company and Grantee, this Agreement supersedes all prior agreements and understandings between the Company and the Grantee relating to the grant of the Restricted Stock, whether oral or otherwise.

[Signature page follows]




IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first above written.

By:
AUTONATION, INC.
 
GRANTEE:
 
 
 
 
 
Name:
Title:
 
 




RESTRICTED STOCK AGREEMENT

SCHEDULE 1

GLOSSARY

The terms below shall have the following meanings when used throughout the Agreement. Capitalized terms that are used but not defined in the Agreement or this Glossary shall have the meanings given to them in the Plan.

“Affiliate” shall mean a Subsidiary or any other entity of which on the relevant date at least a majority of the Voting Securities are at the time owned directly or indirectly by the Company or any Subsidiary.

“Cause” shall have the meaning given to it in the Plan.

“Change in Ownership” A Change in Ownership shall be deemed to have occurred with respect to a Grantee if (i) as a result of a merger, consolidation, reorganization, business combination, sale, exchange or other disposition of Voting Securities or other transaction, the corporation or other entity by which Grantee is employed ceases to be a Subsidiary or Affiliate of the Company and, immediately after such transaction, the persons who were stockholders of the Company immediately before such transaction do not own at least a majority of the Voting Securities of such corporation or other entity, or (ii) there is a sale or other disposition of all or substantially all of the assets of the trade, business, corporation or other entity by which Grantee is employed and, immediately after such transaction, the Company or the persons who were stockholders of the Company immediately before such transaction do not own at least a majority of the Voting Securities of a corporation or other entity that acquires such assets or engages in such trade or business. Notwithstanding the foregoing, a Change in Ownership shall not include a Change in Control (as defined in the Plan) of the Company.

“Spin-Off” A Spin-Off shall be deemed to have occurred with respect to a Grantee if the corporation or other entity by which Grantee was employed, or the entity that succeeds to the business unit or trade by which Grantee was employed, is not a Subsidiary or Affiliate of the Company following a pro rata distribution or dividend of its capital stock to the persons who were stockholders of the Company immediately before such transaction and, immediately after such transaction, such corporation or other entity has a class of Voting Securities that is traded publicly on a national securities exchange.

“Subsidiary” shall have the meaning given to it in Section 424(f) of the Internal Revenue Code of 1986, as amended.

“Voting Securities” shall mean securities or other ownership interest having ordinary voting power (absolutely or contingently) for the election of directors or other persons performing similar functions.





Exhibit 99.1
 
 
 
Contact: Marc Cannon
(954) 769-3146
cannonm@autonation.com
 
Investor contact: Robert Quartaro
(954) 769-7342
quartaror@autonation.com

AutoNation Names Chief Financial Officer

FORT LAUDERDALE, Fla., March 4, 2014 - AutoNation, Inc. (NYSE: AN), America ’ s largest automotive retailer, announced today that it appointed Cheryl Scully to the position of Executive Vice President and Chief Financial Officer, effective March 3, 2014. In her new role, Ms. Scully will report to Mike Jackson, AutoNation ’ s Chairman and Chief Executive Officer. Ms. Scully had been serving as Interim Chief Financial Officer of the Company since January 7, 2014.

“ AutoNation is fortunate to have someone the caliber of Cheryl to assume the role of chief financial officer, ” said Jackson. “ Cheryl will be a strong addition to our senior executive team and I look forward to her leading our finance function. She brings significant financial management and capital markets experience, which when combined with her strong leadership qualities and automotive industry knowledge, will serve the company well into the future. ”

Ms. Scully has almost 20 years of finance experience at large companies. Prior to joining AutoNation, Ms. Scully served as Vice President, Treasurer of JM Family Enterprises, Inc., a diversified automotive company. She joined AutoNation in 2009 as Vice President and Treasurer responsible for overseeing the company ’ s capital markets, risk management and cash management functions, and in 2010 also assumed responsibility for the Company ’ s investor relations function.

In her role as Executive Vice President and Chief Financial Officer, Ms. Scully will oversee internal and external reporting, treasury, tax planning and compliance, internal audit, investor relations, financial planning and analysis, and the company ’ s shared service center.

About AutoNation, Inc.
AutoNation is transforming the automotive retail industry through bold leadership. We deliver a superior automotive retail experience through our customer-focused sales and service processes. Owning and operating 269 new vehicle franchises, which sell 33 new vehicle brands across 15 states, AutoNation is America ’ s largest automotive retailer, with state-of-the-art operations and the ability to leverage economies of scale that benefit the customer. As an indication of our leadership position in our industry, AutoNation is a component of the S&P 500 Index.

Please visit investors.autonation.com, www.autonation.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.

FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Words such as “ anticipates," “ expects," “ intends, ” “ goals, ” “ plans, ” “ believes, ” “ continues, ” “ may, ” “ will, ” and variations of such words and similar expressions are intended to identify such forward-looking statements. Statements regarding our expectations for the future performance of our franchises and the automotive retail industry, as well as statements that describe our objectives, goals, or plans, are forward-looking statements. Our forward-looking statements reflect our current expectations concerning future results and events, and they involve known and unknown risks, uncertainties and other factors that are difficult to predict and may cause our actual results, performance or achievements to be materially different from any future results, performance and achievements expressed or implied by these statements. These risks, uncertainties and other factors include, among others: our ability to integrate successfully acquired and awarded franchises and to attain planned sales volumes within our expected time frames; economic conditions generally; conditions in the credit markets and changes in interest rates; the success and financial viability of vehicle manufacturers and distributors with which we hold franchises; factors affecting our goodwill and other intangible asset impairment testing; natural disasters and other adverse weather events; restrictions imposed by vehicle manufacturers; the




resolution of legal and administrative proceedings; regulatory factors affecting our business; and other factors described in our news releases and filings made under the securities laws, including, among others, our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. Forward-looking statements contained in this news release speak only as of the date of this news release, and we undertake no obligation to update these forward-looking statements to reflect subsequent events or circumstances.