TABLE OF CONTENTS for AutoNation (AN)

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This excerpt taken from the AN DEF 14A filed Mar 23, 2009.

TABLE OF CONTENTS


		Page


Questions and Answers About Our Annual Meeting		1

Proposal 1: Election of Directors		5

Corporate Governance		8

Director Compensation		15

Security Ownership of Certain Beneficial Owners and Management		17

Section 16(a) Beneficial Ownership Reporting Compliance		18

Compensation Discussion and Analysis		19

Compensation Committee and Executive Compensation Subcommittee Report		28

Executive Compensation		29

Summary Compensation Table		29

Grants of Plan-Based Awards in Fiscal 2008		30

Outstanding Equity Awards at Fiscal Year-End 2008		32

Option Exercises and Stock Vested in Fiscal 2008		33

Equity Compensation Plans		33

Non-Qualified Deferred Compensation in Fiscal 2008		33

Potential Payments Upon Termination or Change in Control		34

Compensation Committee Interlocks and Insider Participation		42

Employment Agreements		42

Audit Committee Report		44

Independent Registered Public Accounting Firm		46

Proposal 2: Ratification of the Selection of Our Independent Registered Public Accounting Firm		47

Proposal 3: Stockholder Proposal		48

Proposal 4: Stockholder Proposal		51

Other Matters		53

Stockholder Proposals for Next Year’s Annual Meeting		53

Householding; Availability of Annual Report and Proxy Statement		53


		AUTONATION, INC. AutoNation Tower 110 S.E. 6th Street Fort Lauderdale, FL 33301

This excerpt taken from the AN DEF 14A filed Mar 27, 2008.

TABLE OF CONTENTS


Questions and Answers About Our Annual Meeting			1
Proposal 1: Election of Directors			5
Corporate Governance			8
Audit Committee Report			13
Independent Registered Public Accounting Firm			15
Proposal 2: Ratification of the Selection of Our Independent Registered Public Accounting Firm			16
Compensation Discussion and Analysis			17
Compensation Committee and Executive Compensation Subcommittee Report on Executive Compensation			24
Executive Compensation			25
Summary Compensation Table			25
Grants of Plan-Based Awards			27
2007 Outstanding Equity Awards at Fiscal Year-End			29
2007 Option Exercises and Stock Vested			30
2007 Non-Qualified Deferred Compensation			30
Potential Payments Upon Termination or Change in Control			32
Compensation Committee Interlocks and Insider Participation			39
Employment Agreements			39
Director Compensation			41
2007 Director Compensation			41
Stock Ownership Information			43
Security Ownership of Certain Beneficial Owners and Management			43
Section 16(a) Beneficial Ownership Reporting Compliance			44
Equity Compensation Plan Information			45
Proposal 3: Approval of AutoNation, Inc. 2008 Employee Equity and Incentive Plan			46
Proposal 4: Stockholder Proposal			52
Proposal 5: Stockholder Proposal			54
Other Matters			56
Stockholder Proposals for Next Year’s Annual Meeting			56
Exhibit A – AutoNation, Inc. 2008 Employee Equity and Incentive Plan			A-1


		AUTONATION, INC. AutoNation Tower 110 S.E. Sixth Street Fort Lauderdale, FL 33301

This excerpt taken from the AN DEF 14A filed Apr 5, 2007.

TABLE OF CONTENTS


Questions and Answers About Our Annual Meeting			1
Election of Directors (Proposal 1)			6
Nominees for Our Board of Directors			7
Corporate Governance			9
Audit Committee Report			15
Independent Auditor			17
Audit Fees			17
Statement Regarding Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services			17
Ratification of the Appointment of our Independent Auditor (Proposal 2)			18
Executive Compensation			19
Compensation Discussion & Analysis			19
Compensation Committee and Executive Compensation Subcommittee Report on Executive Compensation			27
2006 Summary Compensation Table			28
2006 Grants of Plan-Based Awards			30
2006 Outstanding Equity Awards at Fiscal Year-End			31
2006 Option Exercises and Stock Vested			33
2006 Non-Qualified Deferred Compensation			34
Potential Payments Upon Termination or Change in Control			34
2006 Director Compensation			42
Compensation Committee Interlocks and Insider Participation			43
Employment Agreements			44
Stock Ownership Information			46
Section 16(a) Beneficial Ownership Reporting Compliance			46
Security Ownership of Certain Beneficial Owners and Management			46
Equity Compensation Plan Information			48
Proposal to Approve AutoNation, Inc. 2007 Non-Employee Director Stock option plan (Proposal 3)			49
Proposal to Approve AutoNation, Inc. Senior Executive Incentive Bonus Plan (Proposal 4)			52
Stockholder Proposal (Proposal 5)			55
Exhibit A — AutoNation, Inc. 2007 Non-Employee Director Stock Option Plan			A-1
Exhibit B — AutoNation, Inc. Senior Executive Incentive Bonus Plan			B-1

This excerpt taken from the AN DEF 14A filed Apr 28, 2006.

TABLE OF CONTENTS


Questions and Answers About Our Annual Meeting			1
Election of Directors (Proposal 1)			6
Nominees for Our Board of Directors			7
Board Governance			9
Audit Committee Report			15
Independent Auditor			16
Audit Fees			16
Statement Regarding Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services			16
Ratification of the Appointment of our Independent Auditor (Proposal 2)			16
Executive Compensation			17
Compensation Committee Report on Executive Compensation			17
Summary Compensation Table			22
Option Grants in Last Fiscal Year			23
Aggregated Option Exercises in Year Ended December 31, 2005 and Year-End Option Values			23
Performance Graph			24
Compensation Committee Interlocks and Insider Participation			25
Employment Agreements			25
Stock Ownership Information			27
Section 16(a) Beneficial Ownership Reporting Compliance			27
Security Ownership of Certain Beneficial Owners and Management			27
Stockholder Proposal (Proposal 3)			29
Other Matters			32
Stockholder Proposals For Next Year’s Annual Meeting			32
Exhibit A — AutoNation, Inc. Corporate Governance Guidelines			A-1
Exhibit B — AutoNation, Inc. Audit Committee Charter			B-1
Exhibit C — AutoNation, Inc. Corporate Governance Committee Charter			C-1
Exhibit D — AutoNation, Inc. Nominating Subcommittee Charter			D-1

AutoNation, Inc.
AutoNation Tower
110 S.E. Sixth Street
Fort Lauderdale, Florida 33301

EXCERPTS ON THIS PAGE:

DEF 14A	Mar 23, 2009

DEF 14A	Mar 27, 2008

DEF 14A	Apr 5, 2007

DEF 14A	Apr 28, 2006

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AutoNation (AN)

AN » Topics » TABLE OF CONTENTS

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