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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) May 11, 2023
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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| ☐ | 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 May 11, 2023, the Board of Directors (the “Board”) of AutoNation, Inc. (the “Company”) appointed Thomas Szlosek as Executive Vice President and Chief Financial Officer of the Company, effective as of the commencement of his employment with the Company, which is expected to be on or about August 7, 2023.
Mr. Szlosek, age 59, has served as Executive Vice President and Chief Financial Officer of Avantor, Inc., a leading global provider of mission-critical products and services to customers in the life sciences, education and government, advanced technologies and applied materials industries, since December 2018. Prior to joining Avantor, Mr. Szlosek served as the Senior Vice President and Chief Financial Officer of Honeywell International, a diversified technology and manufacturing company, from April 2014 to August 2018.
On May 9, 2023, the Company entered into a letter agreement (the “Letter Agreement”) with Mr. Szlosek, subject to and conditioned upon the approval by the Board of his appointment as an executive officer, which was obtained on May 11, 2023. The Letter Agreement provides that, upon commencement of employment with the Company, Mr. Szlosek will:
•receive an annual base salary of $825,000,
•participate in the Company’s annual incentive compensation program with a target award level equal to 100% of his annual base salary,
•receive a one-time sign-on cash payment in the amount of $1,000,000, a one-time sign-on grant of time-based restricted stock units with a grant date value of $1,500,000, and a one-time sign-on grant of performance-based restricted stock units with a grant date value of $1,000,000, and
•be eligible for an annual grant of time-based and performance-based restricted stock units, with a target opportunity equal to $2,500,000 in aggregate grant date value, commencing in 2024.
The one-time sign-on cash payment for Mr. Szlosek is payable in two equal installments. The first installment will be paid as soon as administratively feasible following his first day of employment with the Company, and the second installment will be paid as soon as administratively feasible following the first anniversary of such date. If Mr. Szlosek resigns from the Company or he is terminated for cause before the second anniversary of his first day of employment with the Company, he will be required to pay back the amount he received from the Company, prorated based on the number of months employed with the Company. The one-time sign-on grant of time-based restricted stock units will vest in one-third annual increments over three years, and the one-time sign-on grant of performance-based restricted stock units will be subject to a three-year performance period based on performance goals approved by the Compensation Committee of the Board.
The Letter Agreement is filed as Exhibit 10.1 to this report and is incorporated herein by reference. The foregoing summary of the Letter Agreement is qualified in its entirety by reference to such agreement.
In addition, on May 11, 2023, Joseph Lower agreed to continue as the Company’s Executive Vice President and Chief Financial Officer of the Company until Mr. Szlosek’s first day of employment with the Company, at which time he will transition to a new role overseeing business transformation initiatives for the Company.
Item 7.01 Regulation FD Disclosure.
On May 16, 2023, the Company issued a press release announcing the appointment of Mr. Szlosek as the Company’s Executive Vice President and Chief Financial Officer and Mr. Lower’s transition to a new role. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
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, as amended (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, as amended, 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)
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.
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| | | AUTONATION, INC. |
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| Date: | May 16, 2023 | | By: | /s/ C. Coleman Edmunds |
| | | | C. Coleman Edmunds |
| | | | Executive Vice President, General Counsel and Corporate Secretary |
Exhibit 10.1
[AutoNation Letterhead]
May 9, 2023
Mr. Thomas Szlosek
[Address]
Dear Tom:
It is my pleasure to extend an offer of employment for you to join the AutoNation team! The terms of your employment offer are as follows:
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• Position Title: | EVP & Chief Financial Officer |
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• Reporting To: | Mike Manley, Chief Executive Officer |
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• Commencement Date: | August 7, 2023 |
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• Base Rate of Pay: | $825,000.00 |
• Target Bonus (100% of base rate): | $825,000.00 |
• Total Target Cash Compensation: | $1,650,000.00 |
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• Annual Equity: | $2,500,000.00 |
• Total Direct Compensation: | $4,150,000.00 |
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• Sign-On Compensation: | |
| • Sign-on Cash Bonus: | $1,000,000.00 |
| • Sign-On Equity Grant: | $2,500,000.00 |
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• Car Allowance: | $15,600.00 |
•Bonus Eligibility: You will be eligible for the 2023 bonus plan applicable to Corporate Associates and payable in 2024. This plan will target 100% of your annual base rate of pay and is based on overall company performance. For 2023, your bonus target will be prorated based on your hire date. Future years’ bonus eligibility, percentage, and metrics will be at the level commensurate with your position in effect at that time as determined by the Compensation Committee (the “Committee”) of Board of Directors of AutoNation, Inc. (the “Board”).
•Equity Plan: You will be eligible for a 2024 grant of restricted stock units with a grant date closing value of $2,500,000. Equity awards are subject to the terms and conditions of the equity plan and corresponding grant agreements. While terms and conditions of the plan are subject to approval of the Committee, the 2024 grant for you is expected to consist of:
•RSUs: Forty percent (40%) of the equity award will be in the form of restricted stock units that will vest over a three-year period, one third per year during your term of employment.
•PBRSUs: Sixty percent (60%) of the equity award will be in the form of performance-based restricted stock units that are subject to three-year performance conditions as established by the Committee.
•Sign-on Cash Bonus: You will be paid a cash sign-on bonus totaling $1,000,000, payable in two equal installments. The first installment will be paid as soon as administratively feasible following your Commencement Date. The second installment will be paid as soon as administratively feasible following the
first anniversary of your Commencement Date. If you resign from the Company or are terminated for cause before the second anniversary of your Commencement Date, you will be required to pay back the amount you received from the Company, less applicable taxes and withholdings, prorated based on the number of months employed (e.g., if you resign after having been employed for 18 months you would owe $250,000.) Repayment must be made within thirty days following your last day of employment with the Company.
•Sign-on Equity Grant:
•Subject to approval of the Committee, you will receive a one-time grant of restricted stock units with a grant date Fair Market Value of $1,500,000. The closing price of AutoNation stock on your Commencement Date will be used to determine the number of shares granted, rounded down to the nearest whole number. Equity awards are subject to the terms and conditions of the equity plan and corresponding grant agreements. Your sign-on equity grant will vest over a three-year period, one third per year during your term of employment.
•Subject to approval of the Committee, you will be eligible for a one-time grant of performance-based restricted stock units with a grant date Fair Market Value of $1,000,000. The closing price of AutoNation stock on your Commencement Date will be used to determine the number of shares granted, rounded down to the nearest whole number. Performance-based restricted stock units are subject to three-year performance conditions as established by the Committee.
•Car Allowance: As provided for within the Executive Vehicle Allowance Program policy, you will be eligible for an annual vehicle allowance of $15,600 or a demonstrator vehicle. You can choose to receive your vehicle allowance as an annual lump sum or paid semi-monthly. Your vehicle allowance will be prorated based on your hire date.
•Relocation: You will be required to relocate to the Company’s headquarters in Fort Lauderdale, Florida, as soon as practicable and no later than December 31, 2023. The Company will provide you with relocation assistance in moving you and your personal property to South Florida, which may be utilized one time within the first year of your employment, subject to your signing the Company’s Relocation Policy Acknowledgement Form. Attached for your review is a copy of the Executive Relocation Benefits. Your contact for relocation will be [Name]. [Name] can be reached at (954) 769-xxxx. Your travel expenses to and from Fort Lauderdale, Florida, prior to the earlier of your relocation and December 31, 2023, including coach airfare on commercial flights, will be paid by the Company, subject to the Company’s travel and expense policy.
•Severance: You will be covered by the Executive Officer Severance Plan.
•401(k) Plan: You will be immediately eligible to participate in the AutoNation 401(k) Plan (Plan). The Plan offers both pre-tax and Roth after-tax savings, a broad range of investments, and many financial wellness tools to help you save for your future. Approximately one week after your date of hire, you may enroll in the Plan administered by Voya by clicking on the 401(k) Retirement Plan button on AutoNation’s internal website, DealerCentral. In 2023 you will be eligible for a 401(k) match at 50% for the first 5% of eligible earnings.
•Deferred Compensation Plan: Associates hired on or before October 1st will be eligible to participate in the Deferred Compensation Plan (“DCP”) the following calendar year. Associates hired October 2nd – December 31st will be eligible to participate in the DCP in the calendar year following one year of employment. The DCP is a complement to our 401(k) Plan, is limited to a select group of management Associates, and allows you to defer a larger percentage of your income toward your retirement savings than the 401(k) Plan. The DCP also offers the flexibility to save for retirement and financial needs prior to, at, and after retirement such as college tuition or other major expenses. In addition, AutoNation offers a matching contribution, the amount is determined annually and is subject to a vesting schedule. The DCP matching contribution is in lieu of a matching contribution under the AutoNation 401(k) Plan. Enrollment materials will be sent to you prior to the applicable Annual Enrollment date.
•Benefit Eligibility: Prior to becoming eligible for benefits, you will receive notification that you can enroll online at www.KnowYourBenefits.org. On the website you will find your benefit options, cost, plan comparison information and your enrollment deadline. You will also receive information on how to earn healthy credits to substantially reduce your (and your spouse’s) medical, life, and critical illness insurance premiums. The elections you make will be effective the first day of the month following one month of regular, Full-Time employment. However, if you are hired on the first day of a month, your coverage will be effective on the first day of the following month. If you are planning to enroll dependents in AutoNation’s health, dental or vision insurance plans you will be required to submit proof of dependency for those dependents by the end of the month in which your benefits become effective. Proof of dependency includes marriage and/or birth certificates. Failure to provide dependent certification by the deadline will result in those dependents not being eligible for health, dental or vision insurance benefits until the next annual enrollment period, or as a result of a qualifying life event during the year.
•Fitness Center Membership: You will be invited to use the AutoNation Body Shop exercise facility located in the AutoNation headquarters building. You will have free access to the fitness center which includes free weights, cardio and weight equipment, as well as private changing rooms.
•Vacation Benefit: Associates accrue vacation time on a per pay period basis at a rate commensurate with their length of service with the Company. You will be eligible for 17 days of vacation per year. Future years vacation eligibility will be determined by the Company’s policy in effect at that time.
•Drug Screening: This offer is contingent upon the successful completion of the Company’s drug screening process.
•Background Verification: This offer is contingent upon the successful completion of the Company’s background verification process. Once you accept this offer, you will be invited to complete the background consent form online. Confidentiality, No-Solicit/No-Hire & Non-Compete Agreement and Arbitration Agreement: This offer is contingent upon your electronic signature to be obtained on the first day of employment.
•At-Will Employment: This letter is not a guarantee of continued employment nor does it in any way abridge the employment-at-will relationship that exists between the Company and its employees, nor does it create a contractual relationship. Management retains the right to terminate employment of any associate with or without notice and with or without reason. Similarly, the associate also has the right to terminate employment with or without notice and with or without reason.
•Employment Eligibility Verification: This offer is contingent upon your ability to produce acceptable documents that establish identity and employment eligibility (U.S. Department of Justice Form I-9). The Company requires you to produce these documents on your first day of employment.
Should you have any questions, please feel free to call me. We look forward to having you join the AutoNation team!
This offer is effective upon the later of the date of the last party to sign and your appointment as an executive officer by the Board.
Sincerely, Accepted:
/s/ Lisa Esparza 5/9/2023 /s/ Thomas Szlosek 5/9/2023
Lisa Esparza, EVP & CHRO Date Thomas Szlosek Date
Exhibit 99.1
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| | | | Contact: Lisa Rhodes Ryans (954) 769-4186 ryansl@autonation.com
Investor Contact: Derek Fiebig (954) 769-2227 fiebigd@autonation.com |
AutoNation Hires Thomas Szlosek as Executive Vice President and Chief Financial Officer
Joe Lower to Transition to New Business Transformation Role
FORT LAUDERDALE, Fla., May 16, 2023 - AutoNation, Inc. (NYSE: AN), America’s most admired automotive retailer, announced Thomas Szlosek as its new Executive Vice President (EVP) and Chief Financial Officer (CFO), effective as of the commencement of his employment with the Company, which is expected to be on or about August 7, 2023. Mr. Szlosek will report to CEO Mike Manley and serve as a member of the senior leadership team, overseeing Accounting, Treasury, Tax, Audit, Business Analysis and Planning, Investor Relations, Finance Operations, Risk Management and Real Estate Services.
“I am excited to welcome a best-in-class Fortune 500 CFO and business leader like Tom to the AutoNation Team. He has delivered outstanding results across multiple industries,” said CEO Mike Manley. “A proven CFO who has helped drive change and innovation, Tom has a great track record not only for being instrumental in helping to drive significant growth in the organizations he has been associated with but also for building and developing deep talent on his teams. His efforts have helped generate significant shareholder returns through disciplined capital deployment to support growth and managing operating performance to strengthen financial returns.”
Mr. Szlosek has served as Executive Vice President and Chief Financial Officer at Avantor Inc. since 2018. Avantor is involved in providing products and services to biopharma, healthcare, education and government, and advanced technologies and applied materials industries. Mr. Szlosek oversees Accounting; Business Support; Financial Planning and Analysis; Treasury; M&A; Investor Relations; Internal Audit; and Tax Functions at Avantor. Prior to Avantor, Mr. Szlosek served in progressive financial leadership roles with five years as Senior Vice President and Chief Financial Officer at Honeywell International, where he executed $8 billion in acquisitions.
“I am excited to join an industry-leading company like AutoNation,” said Mr. Szlosek. “AutoNation's drive to be the best is evidenced in their track record of growth and innovation which has led to numerous record-breaking results.”
Joe Lower will continue as Executive Vice President and Chief Financial Officer of the Company until Mr. Szlosek joins the Company. At that time, he will transition to a newly created role, reporting to Mr. Manley, overseeing all business transformation initiatives for the Company.
“AutoNation continues to be at the forefront of evolving industry and transportation dynamics. We have a clear focus on growth, continuing to achieve scale, scope, and density in our core businesses while we expand our product and service offerings to deepen the relationship with our customers,” said Mr. Lower. “I now have the opportunity to take a leading role in many of our business transformation projects.”
About AutoNation, Inc.
AutoNation, a provider of personalized transportation services, is driven by innovation and transformation. As one of America's most admired companies, AutoNation delivers a peerless Customer experience recognized by data-driven consumer insight leaders, Reputation, and J.D. Power. Through its bold leadership and brand affinity, the AutoNation Brand is synonymous with "DRVPNK" and "What Drives You, Drives Us." AutoNation has a singular focus on personalized transportation services that are easy, transparent, and Customer-centric.
Please visit www.autonation.com, investors.autonation.com, and www.twitter.com/AutoNation, where AutoNation discloses additional information about the Company, its business, and its results of operations. Please also visit www.autonationdrive.com, AutoNation's automotive blog, for information regarding the AutoNation community, the automotive industry, and current automotive news and trends.
