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AN » Topics » Is a majority of our Board independent under our Director Independence Standard and applicable New York Stock Exchange rules?This excerpt taken from the AN DEF 14A filed Apr 5, 2007. Is a
majority of our Board independent under our Director
Independence Standard and applicable New York Stock Exchange
rules?
Yes. Under our Corporate Governance Guidelines, our Board has
committed that a substantial majority of our directors be
independent. On October 27, 2003, our Board adopted a
Director Independence Standard to assist it in determining
whether a director is independent. The full text of our Director
Independence Standard (the “Independence Standard”) is
set forth in the AutoNation, Inc. Corporate Governance
Guidelines, which is available on the AutoNation corporate
website at http://corp.autonation.com/investors/.
In accordance with the NYSE listing standards, our Board
affirmatively determines the independence of each director and
nominee for election as a director in accordance with the NYSE
listing standards and our Independence Standards. Based on these
standards, the Board determined that each of the following
non-employee directors is independent and has no material
relationship with the Company, except as a director and
stockholder of the Company: Robert J. Brown, Rick L.
Burdick, William C. Crowley, Kim C. Goodman,
Robert R. Grusky, Edward S. Lampert, Carlos A.
Migoya, and Irene B. Rosenfeld.
In determining the independence of each of the non-employee
directors, the Board considered the relationships disclosed
under the heading “Does the Board have a policy with
regard to related party transactions?” on page 13.
In addition, the Board considered the following relationships:
(i) AutoNation’s banking relationship with Wachovia
Corporation and its affiliates; (ii) ESL Investment
Inc.’s (“ESL”) ownership of 24% of our
outstanding common stock; (iii) our purchases of
computer-related equipment and services from Dell Inc.;
(iv) our use of the law firm of Akin, Gump, Strauss,
Hauer & Feld, L.L.P. for certain legal services; and
(v) Mr. Grusky’s minority investment in an ESL
investment fund. In each case, the relationships did not violate
our Independence Standard or the NYSE listing standards and the
Board did not conclude that such relationships would impact the
independence of our non-employee directors.
This excerpt taken from the AN DEF 14A filed Apr 28, 2006. Is a
majority of our Board independent under our Director
Independence Standard and applicable New York Stock Exchange
rules?
Yes. Under the Company’s Corporate Governance Guidelines,
our Board has committed that a substantial majority of our
directors be independent. On October 27, 2003, our Board
adopted a Director Independence Standard to assist it in
determining whether a director is independent. The full text of
our Director Independence Standard (the “Independence
Standard”) is set forth in the AutoNation, Inc. Corporate
Governance Guidelines, a copy of which is set forth as
Exhibit A hereto. Our Board has affirmatively
determined that, except for Messrs. Jackson and Maroone,
who serve as our Chairman and Chief Executive Officer and
President and Chief Operating Officer, respectively, none of our
current directors has a material relationship with us (either
directly or as a partner, shareholder or officer of an
organization that has a relationship with us) and each of our
directors is independent within the meaning of our Independence
Standard and applicable NYSE listing standards.
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