AutoNation (AN)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 24, 2010, the Board of Directors (the “Board”) of AutoNation, Inc. (the “Company”) increased the size of the Board to ten members and appointed Michael Larson and Robert J. Brown as members of the Board effective immediately. The Board determined that each of Mr. Larson and Mr. Brown qualify as independent under the director independence standards set forth in the Company’s Corporate Governance Guidelines and the applicable listing standards of the New York Stock Exchange.

Messrs. Larson and Brown will participate in the Company’s non-employee director compensation program, pursuant to which they will each receive an annual fee of $25,000 for service on the Board, plus $1,000 for each Board meeting attended in excess of four annually (and, to the extent they are appointed to a Board committee in the future, $1,000 for each committee meeting attended). These Board fees will be paid in cash, and the annual fee will be prorated based on the number of months served during the year. Each of Mr. Larson and Mr. Brown will also be eligible to receive an annual vehicle allowance of $22,500 to purchase or lease a vehicle in accordance with the Company’s Director Vehicle Allowance Program (prorated based on number of months served during the year) and expense reimbursement in connection with Board and committee meeting attendance.

In accordance with the terms of the Company’s 2007 Non-Employee Director Stock Option Plan (the “Plan”), on February 24, 2010, each of Mr. Larson and Mr. Brown was automatically granted an option to purchase 50,000 shares of Company common stock at an exercise price of $18.02 per share, the closing price of a share of Company common stock on February 23, 2010. As non-employee directors, Messrs. Larson and Brown will also be eligible to receive an automatic annual grant of an option to purchase 20,000 shares of Company common stock on the first business day of each calendar year while the Plan is in effect. All options granted under the Plan vest immediately upon the date of grant and have an exercise price equal to the closing price of a share of Company common stock on the trading day immediately preceding the date of grant.

A copy of the press release issued by the Company announcing the appointments of Messrs. Larson and Brown as members of the Board is attached as Exhibit 99.1 to this report and incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 23, 2007, Edward S. Lampert, who has served as a director of AutoNation, Inc. ("the Company") since 2002, informed the Company that he will not stand for re-election to the Board of Directors (the "Board") of the Company at the Company’s 2007 Annual Meeting of Stockholders (the "2007 Annual Meeting") in order to devote more time to his duties as Chairman and Chief Executive Officer of ESL Investments, Inc. and Chairman of Sears Holdings Corporation. Mr. Lampert will continue to serve as a member of the Board and as Chair of the Board’s Compensation Committee until the 2007 Annual Meeting.

A copy of a press release issued by the Company announcing Mr. Lampert’s decision to not stand for re-election to the Board at the 2007 Annual Meeting is attached as an exhibit hereto and incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 20, 2007, AutoNation, Inc. (the "Company") appointed Michael J. Stephan as Vice President-Corporate Controller effective as of March 30, 2007. In such capacity, Mr. Stephan will serve as principal accounting officer of the Company.

Mr. Stephan will succeed J. Alexander McAllister, whose appointment as Vice President-Corporate Controller and service as principal accounting officer will terminate effective as of March 29, 2007. Mr. McAllister had previously announced his decision to retire from the Company on March 31, 2007.

Mr. Stephan, age 44, has served as Vice President, Global External Reporting of American Express Company ("American Express") from July 2005 until March 29, 2007, when his resignation from American Express is effective. From August 2004 until July 2005, he served as Assistant Controller, Financial Reporting and Accounting of HIP Health Plan of New York. From 1997 to May 2004, Mr. Stephan held various financial reporting positions with CIGNA Corporation, including as Vice President, Accounting and Financial Reporting from August 2000 to March 2003, and Vice President, Chief Accounting Officer of CIGNA’s Group Insurance Division from March 2003 to May 2004. Prior to that, he spent 13 years as a Certified Public Accountant with PricewaterhouseCoopers LLP. He graduated from the University of Notre Dame with a B.B.A. with a major in Accounting in 1984.

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.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 5, 2007, the Board of Directors (the "Board") of AutoNation, Inc. (the "Company") appointed Kim C. Goodman, Vice President of Software and Peripherals of Dell Inc., to serve as a director of the Company effective immediately. The appointment increases the size of the Company’s Board to ten (10) members. The Board determined that Ms. Goodman qualifies as independent under the director independence standard set forth in the AutoNation, Inc. Corporate Governance Guidelines and under applicable NYSE corporate governance standards. Ms. Goodman was not appointed to any committees of the Board.

Ms. Goodman will participate in the Company’s outside director compensation program pursuant to which she will receive an annual fee for her service on the Board of $25,000, plus $1,000 for each Board meeting attended in excess of four annually (and, to the extent she is appointed to a Board committee in the future, $1,000 for each committee meeting attended). These Board fees are paid in cash, and the annual fee is prorated based on the number of months served during the year. Ms. Goodman also will receive an annual vehicle allowance of $22,500 to purchase or lease a vehicle in accordance with the Company’s Director Vehicle Allowance Program (prorated based on number of months served during the first year), and expense reimbursement in connection with Board and committee meeting attendance. Additionally, Ms. Goodman will be eligible to receive an initial grant of options to purchase 50,000 shares of common stock of the Company ("Company Stock") and an annual grant to purchase 20,000 shares of Company Stock (the "Annual Grant") on the date of the 2007 Annual Meeting (as defined below), in accordance with the Company’s new 2007 Director Stock Option Plan (the "Option Plan"), which is subject to approval by the Company’s stockholders at the Company’s 2007 Annual Meeting of Stockholders (the "2007 Annual Meeting"). Commencing in 2008, the Annual Grant to outside directors will be made automatically under the Option Plan on the first business day of each year. All options granted under the Option Plan vest immediately upon the date of grant.

On February 2, 2007, Irene B. Rosenfeld, who has served as a director of the Company since 1999, informed the Company that she will not stand for re-election to the Board at the 2007 Annual Meeting. Ms. Rosenfeld will continue to serve as a member of the Board and the Board's Compensation Committee and as Chair of the Board’s Executive Compensation Subcommittee until the 2007 Annual Meeting.

On February 5, 2007, the Board adopted a new AutoNation, Inc. Senior Executive Incentive Bonus Plan (the "2007 Bonus Plan"). The 2007 Bonus Plan, which is administered by the Executive Compensation Subcommittee (the "Subcommittee") of the Compensation Committee of the Board of the Company, is subject to approval by the Company’s stockholders at the 2007 Annual Meeting. The 2007 Bonus Plan, which is substantially identical to and is intended to replace the AutoNation, Inc. Senior Executive Incentive Bonus Plan approved by the Board and the Company’s stockholders in 2002, is designed to create a direct link between pay and performance for the Company’s senior executives and to ensure that annual cash performance bonuses payable to executive officers of the Company are tax deductible by the Company pursuant to Section 162(m) of the Internal Revenue Code.

Under the 2007 Bonus Plan, the Subcommittee, in its sole discretion, shall determine which of the Company’s executive officers or other key employees shall participate in the plan in any particular year. In addition, the Subcommittee is responsible for identifying annual "performance factors" and establishing specific performance targets with respect thereto that must be met in order for annual bonuses to be paid under the 2007 Bonus Plan. The Subcommittee retains absolute "negative discretion" to eliminate or reduce the amount of any award under the 2007 Bonus Plan and to make all determinations under the 2007 Bonus Plan.

On February 5, 2007, the Subcommittee selected participants in the 2007 Bonus Plan for 2007, established specific annual performance goals and set target awards for participants in the 2007 Bonus Plan for 2007 (subject to stockholder approval of the 2007 Bonus Plan). The Subcommittee selected the following senior executive officers to participate in the 2007 Bonus Plan for 2007: the Company’s Chairman and Chief Executive Officer; President and Chief Operating Officer; Executive Vice President and Chief Financial Officer; and Executive Vice President, General Counsel & Secretary. The performance goals under the 2007 Bonus Plan for 2007 that were established by the Subcommittee are based upon the achievement of specified levels of operating income per share (minus a charge for capital deployed for acquisitions or share repurchases) and operating income as a percentage of gross profit for the Company during 2007. The Subcommittee also established an objective standard for calculating the amount of the target award for each 2007 Bonus Plan participant. The performance goals established under the 2007 Bonus Plan for 2007 also constitute the performance goals that have been established for the 2007 bonus plan for bonus-eligible corporate employees of the Company to ensure that the corporate management team is fully aligned to achieve improved operating performance for our existing business and to deploy capital effectively and profitably.

A copy of a press release issued by the Company announcing Ms. Goodman’s appointment and Ms. Rosenfeld’s decision to not stand for re-election to the Board at the 2007 Annual Meeting is attached as an exhibit hereto and incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 3, 2007, the Board of Directors of AutoNation, Inc. (the "Company") approved the appointment of Michael J. Short as Executive Vice President and Chief Financial Officer of the Company effective as of January 15, 2007. Mr. Short will succeed J. Alexander McAllister as principal financial officer of the Company on such date, as Mr. McAllister’s tenure as Interim Chief Financial Officer will end on January 14, 2007. Mr. McAllister, however, will continue to serve as Vice President – Corporate Controller until March 31, 2007 (or an earlier date if a new Corporate Controller is appointed) as previously reported on a current report on Form 8-K filed by the Company with the Securities and Exchange Commission on December 22, 2006.

In connection with Mr. Short’s appointment, the Compensation Committee of the Company’s Board of Directors approved a compensation arrangement for Mr. Short, the terms of which are set forth in a letter agreement entered into between the Company and Mr. Short dated December 27, 2006.

Under this letter agreement, Mr. Short will be entitled to receive an annual base salary of $525,000. Mr. Short will participate in the Company’s senior executive incentive bonus plan commencing in 2007 with a bonus target of not less than 60% of base salary, with the performance goals and other terms of the bonus to be established at a later date by the Executive Compensation Subcommittee of the Company’s Board of Directors.

Mr. Short also will receive a grant of options to purchase 200,000 shares of the Company’s common stock (the "Common Stock") on January 15, 2007, Mr. Short’s first day of employment. The stock options will have a term of 10 years and become exercisable in four equal installments on each of the first four anniversaries of the grant date. The exercise price of all such options will be the composite closing price of a share of Common Stock on the New York Stock Exchange as of 4:00 p.m. on the trading day immediately preceding the grant date, as quoted in the Wall Street Journal.

Mr. Short, age 45, has served as Executive Vice President and Chief Financial Officer of Universal City Development Partners, Ltd. (dba Universal Orlando) ("Universal Orlando") from 2000 until January 12, 2007, when his resignation from Universal Orlando is effective. From 2005 until January 12, 2007, he also has served as Treasurer and Chief Financial Officer of Universal City Florida Holding Co. I, the limited partner of Universal Orlando, and Universal City Florida Holding Co. II, the general partner of Universal Orlando. From 1992 to 2000, Mr. Short held various finance positions at Universal Orlando, Joseph E. Seagram & Sons, Inc. and IBM Corporation. Prior to that, he was a helicopter pilot and tactics instructor for the United States Navy, based out of Norfolk, Virginia. Mr. Short graduated from the United States Naval Academy in 1982 and earned an MBA from Columbia University in 1991.

A copy of the letter agreement between the Company and Mr. Short setting forth Mr. Short’s terms of employment is filed as Exhibit 10.1 to this Current Report on Form 8-K.

A copy of the press release announcing Mr. Short’s appointment as Executive Vice President and Chief Financial Officer of the Company is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 18, 2006, the Board of Directors of AutoNation, Inc. (the "Company") approved an extension of J. Alexander McAllister’s appointment as Interim Chief Financial Officer and Vice President – Corporate Controller through March 31, 2007. Mr. McAllister has agreed to extend his service with the Company as Interim Chief Financial Officer and Vice President – Corporate Controller through such date. The Company is conducting a national search for a new Chief Financial Officer, and expects to appoint a new Chief Financial Officer in the first quarter of 2007.

As previously reported on a current report on Form 8-K filed by the Company with the Securities and Exchange Commission on July 27, 2006, Mr. McAllister, who was serving as the Company’s Vice President and Corporate Controller at the time, was appointed to serve as Interim Chief Financial Officer from September 1, 2006 until December 31, 2006 (in addition to continuing to serve as Vice President – Corporate Controller). Mr. McAllister also had previously announced his decision to retire from the Company on December 31, 2006.

During Mr. McAllister’s tenure as the Company’s Interim CFO, Mr. McAllister’s base salary is $260,000 and he is eligible to receive a bonus payout under the Company’s annual bonus program for 2006 with a target pay-out of 40% of his base salary. The actual bonus pay-out will be based on the financial performance of the Company against corporate metrics designed to incentivize management to improve the Company’s operating performance and to use capital to generate high returns. In addition, on December 18, 2006, the Compensation Committee of the Company’s Board of Directors approved a retention bonus in the amount of $100,000 payable to Mr. McAllister on March 31, 2007, provided that Mr. McAllister serves as Interim Chief Financial Officer and Vice President – Corporate Controller until March 31, 2007 (or on an earlier date if both a new Chief Financial Officer and Corporate Controller are appointed). Mr. McAllister will not be eligible to participate in the Company’s annual bonus program in 2007.

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.