AutoNation (AN)

 

Yes. Under our Corporate Governance Guidelines, our Board has committed that a substantial majority of our directors be independent. Our Board has adopted director independence standards to assist it in determining whether a director is independent. The full text of our director independence standards is set forth in the AutoNation, Inc. Corporate Governance Guidelines, which is available 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: Rick L. Burdick, William C. Crowley, David B. Edelson, Kim C. Goodman, Robert R. Grusky and Carlos A. Migoya. The Board also determined that Robert J. Brown, who served for part of 2008, was independent and had no material relationship with the Company, except as a director and stockholder of the Company.

 

In making these determinations, our Board considered the relationships described under “Does the Board have a written policy with regard to related party transactions?” below. In addition, the Board considered the following relationships: (1) with respect to Mr. Burdick, our use of the law firm of Akin, Gump, Strauss, Hauer & Feld, L.L.P. for certain legal services (which use was discontinued as of January 1, 2008); (2) with respect to Mr. Brown, our banking relationship with Wachovia Corporation and its affiliates; (3) with respect to Mr. Crowley, ESL Investments, Inc.’s significant ownership stake in AutoNation, Inc.; (4) with respect to Mr. Edelson, our payment of certain insurance premiums to a subsidiary of CNA Financial Corporation, which is a 90%-owned subsidiary of Loews Corporation (“Loews”), and our use of a hotel owned by Loews Hotel Holdings Corporation, a wholly-owned subsidiary of Loews; (5) with respect to Ms. Goodman, our payment of credit card fees to American Express; (6) with respect to Mr. Grusky, his minority investment in ESL Partners, L.P.; and (7) with respect to Mr. Migoya, our banking relationship with Wachovia Corporation, Wells Fargo &

 

Yes. Under our Corporate Governance Guidelines, our Board has committed that a substantial majority of our directors be independent. Our Board has adopted director independence standards to assist it in determining whether a director is independent. The full text of our director independence standards is set forth in the AutoNation, Inc. Corporate Governance Guidelines, which is available 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, and Carlos A. Migoya.

 

In making these determinations, our Board considered the relationships described under “Does the Board have a policy with regard to related party transactions?” below. In addition, the Board considered the following relationships: (i) AutoNation’s banking relationship with Wachovia Corporation and its affiliates; (ii) ESL Investment, Inc.’s significant ownership stake in AutoNation; (iii) ESL Investment, Inc.’s ownership stake in AutoZone, Inc., with which we enter into commercial transactions from time to time in the ordinary course of business; (iv) our purchases of computer-related equipment and services from Dell Inc.; (v) our payment of credit card fees to American Express; (vi) our use of the law firm of Akin, Gump, Strauss, Hauer & Feld, L.L.P. for certain legal services (which use was discontinued as of January 1, 2008); and (vii) Mr. Grusky’s minority investment in ESL Partners, L.P. In each case, the relationships did not violate our independence standards or the NYSE listing standards, and the Board concluded that such relationships would not impact the independence of our non-employee directors.