This excerpt taken from the AN DEF 14A filed Apr 28, 2006.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The following statement made by our Compensation Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate such statement by reference.
AutoNations compensation programs are administered by the Compensation Committee of the Board (the Committee) and the Executive Compensation Subcommittee (the Subcommittee). During 2005, the Committee consisted of Edward S. Lampert (Chair), Robert J. Brown, and Irene B. Rosenfeld and the Subcommittee consisted of Ms. Rosenfeld (Chair) and Mr. Brown. Mr. Alan S. Dawes, a former director, also served on the Committee and Subcommittee until the date of our 2005 Annual Meeting of Stockholders. The Board has determined that each member of the Committee and the Subcommittee satisfies the requisite independence standards under the AutoNation, Inc. Corporate Governance Guidelines and the corporate governance listing standards of The New York Stock Exchange. The Board also has determined that each member of the Subcommittee qualifies as an outside director under Section 162(m) of the Internal Revenue Code of 1986, as amended, and as a non-employee director under Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended. The operations of the Committee and the Subcommittee are governed by written charters adopted by the Board, copies of which are available on AutoNations corporate website at http://corp.autonation.com/investors/.