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This excerpt taken from the AN DEF 14A filed Mar 23, 2009. Beneficial
Owners
If you are a beneficial owner of shares (your shares are held in
the name of a brokerage firm, bank, or a trustee) and you wish
to vote in person at the Annual Meeting, you must obtain a valid
proxy from the organization that holds your shares. If you do
not wish to vote in person or you will not be attending the
Annual Meeting, you may vote by proxy. You may vote by proxy
over the Internet by following the instructions provided in the
Notice, or, if you receive printed copies of the proxy materials
by mail, you can also vote by mail or telephone by following the
instructions provided on the proxy card. Please also refer to
the instructions you receive from your brokerage firm, bank, or
trustee on how to vote your shares.
Can I
change my vote after I have voted?
You may revoke your proxy and change your vote at any time
before the final vote at the meeting. You may vote again on a
later date on the Internet or by telephone (only your latest
Internet or telephone proxy submitted prior to the meeting will
be counted), or by signing and returning a new proxy card with a
later date, or by attending the meeting and voting in person.
However, your attendance at the Annual Meeting will not
automatically revoke your proxy unless you vote again at the
meeting or specifically request in writing that your prior proxy
be revoked.
What
vote is required to elect directors or take other action at the
Annual Meeting?
In order to be approved, any proposal that comes before the
Annual Meeting, including the proposal to elect directors, the
proposal to ratify the selection of our independent registered
public accounting firm, and each of the stockholder proposals,
must receive the affirmative vote of a majority of the shares
present in person or by proxy and entitled to vote at the
Table of Contents
Annual Meeting with respect to such proposal. If you mark your
proxy or vote instruction card “withhold” with respect
to any director or “abstain” with respect to any other
proposal, you will effectively be voting against the election of
such director or against the approval of such proposal. If your
shares are not voted by your brokerage firm or nominee with
respect to a particular proposal, or if you direct your proxy
holder not to vote all or a portion of your shares with respect
to a particular proposal, such shares will not be considered to
be present at the Annual Meeting for purposes of considering
such proposal and will not be counted.
How
does the Board recommend I vote on the proposals?
The Board recommends that you vote FOR the election of
the director nominees (see “Proposal 1: Election of
Directors”), FOR ratification of the selection of
our independent registered public accounting firm (see
“Proposal 2: Ratification of the Selection of Our
Independent Registered Public Accounting Firm”), and
AGAINST the two stockholder proposals (see
“Proposal 3: Stockholder Proposal” and
“Proposal 4: Stockholder Proposal”).
How
will the persons named as proxies vote?
If you complete and submit a proxy, the persons named as proxies
will follow your instructions. If you submit a proxy but do not
provide instructions or if your instructions are unclear, the
persons named as proxies will vote your shares as follows:
FOR the election of the director nominees, FOR
ratification of the selection of our independent registered
public accounting firm, and AGAINST each of the
stockholder proposals. With respect to any other proposal that
properly comes before the Annual Meeting, the persons named as
proxies will vote as recommended by our Board of Directors or,
if no recommendation is given, in their own discretion.
How
much did this proxy solicitation cost?
We engaged Innisfree M&A Incorporated to assist with the
solicitation of proxies for a fee not to exceed $12,000, plus
reimbursement for out-of-pocket expenses. In addition to
soliciting proxies by mail, certain of our employees also may
solicit proxies personally, by telephone, or otherwise, but such
persons will not receive any special compensation for such
services. As is customary, we will reimburse brokerage firms,
banks, fiduciaries, voting trustees, and other nominees for
forwarding the soliciting material to each beneficial owner of
stock held of record by them. We will pay the entire cost of the
solicitation.
This excerpt taken from the AN DEF 14A filed Mar 27, 2008. Beneficial
Owners
If you are a beneficial owner of shares (your shares are held in
the name of a brokerage firm, bank, or a trustee) and you wish
to vote in person at the Annual Meeting, you must obtain a valid
proxy from the organization that holds your shares. If you do
not wish to vote in person or you will not be attending the
Annual Meeting, you may vote by proxy. You may vote by proxy
over the Internet by following the instructions provided in the
Notice, or, if you receive printed copies of the proxy materials
by mail, you can also vote by mail or telephone by following the
instructions provided on the proxy card. Please also refer to
the instructions you receive from your brokerage firm, bank, or
trustee on how to vote your shares.
Can I
change my vote after I have voted?
You may revoke your proxy and change your vote at any time
before the final vote at the meeting. You may vote again on a
later date on the Internet or by telephone (only your latest
Internet or telephone proxy submitted prior to the meeting will
be counted), or by signing and returning a new proxy card with a
later date, or by attending the meeting and voting in person.
However, your attendance at the Annual Meeting will not
automatically revoke your proxy unless you vote again at the
meeting or specifically request in writing that your prior proxy
be revoked.
What
vote is required to elect directors or take other action at the
Annual Meeting?
In order to be approved, any proposal that comes before the
Annual Meeting, including the proposal to elect directors, the
proposal to ratify the selection of our independent registered
public accounting firm, the proposal to approve the AutoNation,
Inc. 2008 Employee Equity and Incentive Plan, and each of the
stockholder proposals, must receive the affirmative vote of a
majority of the shares present and entitled to vote at the
Annual Meeting with respect to such proposal. If you mark your
proxy or vote instruction card “withhold” with
respect to any director or “abstain” with
respect to any other proposal, you will effectively be voting
against the election of such director or against the approval of
such proposal. If your shares are not voted by your brokerage
firm or nominee with respect to a particular proposal, or if you
direct your proxy holder not to vote all or a portion of your
shares with respect to a particular proposal, such shares will
not be considered to be present at the Annual Meeting for
purposes of considering such proposal and will not be counted.
How
does the Board recommend I vote on the proposals?
The Board recommends that you vote FOR the election of
the director nominees (see “Proposal 1: Election of
Directors”), FOR ratification of the selection of
our independent registered public accounting firm (see
“Proposal 2: Ratification of the Selection of Our
Independent Registered Public Accounting Firm”), FOR
approval of the AutoNation, Inc. 2008 Employee Equity and
Incentive Plan (see “Proposal 3: Approval of
AutoNation, Inc. 2008 Employee Equity and Incentive Plan”),
and AGAINST the two stockholder proposals (see
“Proposal 4: Stockholder Proposal” and
“Proposal 5: Stockholder Proposal”).
Table of Contents
How
will the persons named as proxies vote?
If you complete and submit a proxy, the persons named as proxies
will follow your instructions. If you submit a proxy but do not
provide instructions or if your instructions are unclear, the
persons named as proxies will vote your shares as follows:
FOR the election of the director nominees, FOR
ratification of the selection of our independent registered
public accounting firm, FOR approval of the AutoNation,
Inc. 2008 Employee Equity and Incentive Plan, and AGAINST
each of the stockholder proposals. With respect to any other
proposal that properly comes before the Annual Meeting, the
persons named as proxies will vote as recommended by our Board
of Directors or, if no recommendation is given, in their own
discretion.
How
much did this proxy solicitation cost?
We engaged Innisfree M&A Incorporated to assist with the
solicitation of proxies for a fee not to exceed $15,000, plus
reimbursement for out-of-pocket expenses. In addition to
soliciting proxies by mail, certain of our employees also may
solicit proxies personally, by telephone, or otherwise, but such
persons will not receive any special compensation for such
services. As is customary, we will reimburse brokerage firms,
banks, fiduciaries, voting trustees, and other nominees for
forwarding the soliciting material to each beneficial owner of
stock held of record by them. We will pay the entire cost of the
solicitation.
Can
different stockholders sharing the same address receive only one
Annual Report and Proxy Statement?
Yes. The Securities and Exchange Commission permits companies
and intermediaries, such as a brokerage firm or a bank, to
satisfy the delivery requirements for Notices and proxy
materials with respect to two or more stockholders sharing the
same address by delivering only one Notice or set of proxy
materials to that address. This process, which is commonly
referred to as “householding,” can effectively reduce
our printing and postage costs.
Certain of our stockholders whose shares are held in street name
and who have consented to householding will receive only one
Notice or set of proxy materials per household. If your
household received a single Notice or set of proxy materials,
you can request to receive additional copies of the Notice or
proxy materials by calling or writing your brokerage firm, bank,
or trustee. If you own your shares in street name, you can
request householding by calling or writing your brokerage firm,
bank, or other nominee.
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