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AN » Topics » Company Policy on Internal Revenue Code Section 162(m) Limits on Deductibility of CompensationThis excerpt taken from the AN DEF 14A filed Mar 23, 2009. Company
Policy on Internal Revenue Code Section 162(m) Limits on
Deductibility of Compensation
Section 162(m) of the Code generally disallows a tax
deduction to public corporations for compensation over
$1,000,000 paid for any fiscal year to the corporations
CEO and four other most highly compensated executive officers as
of the end of any fiscal year. However, the statute exempts
qualifying performance-based compensation from the deduction
limit if certain requirements are met.
The Committee administers the executive compensation program in
general, and our Executive Incentive Plan in particular, in a
manner that maximizes the tax deductibility of compensation paid
to the Companys executives under Section 162(m) of
the Code to the extent practicable. The Committee believes,
however, that our priority is to attract and retain
highly-skilled executives to manage our Company and, in some
cases, the loss of a tax deduction may be necessary to
accomplish that goal. Accordingly, the Committee has from time
to time approved elements of compensation for certain officers
that are not fully deductible, and the Committee reserves the
right to do so in the future in appropriate circumstances. For
2008, the compensation of our named executive officers was fully
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deductible under Section 162(m), except with respect to an
amount equal to $150,000 of our Chief Executive Officers
base salary and certain portions of other elements of
non-performance-based compensation for the Companys Chief
Executive Officer and President and Chief Operating Officer.
This excerpt taken from the AN DEF 14A filed Mar 27, 2008. Company
Policy on Internal Revenue Code Section 162(m) Limits on
Deductibility of Compensation
Section 162(m) of the Code generally disallows a tax
deduction to public corporations for compensation over
$1,000,000 paid for any fiscal year to the corporations
CEO and four other most highly compensated executive officers as
of the end of any fiscal year. However, the statute exempts
qualifying performance-based compensation from the deduction
limit if certain requirements are met.
The Committee administers the executive compensation program in
general, and our Executive Incentive Bonus Plan in particular,
in a manner that maximizes the tax deductibility of compensation
paid to the Companys executives under Section 162(m)
of the Code to the extent practicable. The Committee believes,
however, that our priority is to attract and retain
highly-skilled executives to manage our Company and, in some
cases, the loss of a tax deduction may be necessary to
accomplish that goal. Accordingly, the Committee has from time
to time approved elements of compensation for certain officers
that are not fully deductible, and the Committee reserves the
right to do so in the future in appropriate circumstances. For
2007, the compensation of our named executive officers was fully
deductible under Section 162(m), except with respect to an
amount equal to $150,000 of our Chief Executive Officers
base salary and certain portions of other elements of
non-performance-based compensation for the Companys Chief
Executive Officer and President and Chief Operating Officer.
This excerpt taken from the AN DEF 14A filed Apr 5, 2007. Company
Policy on Internal Revenue Code Section 162(m) Limits on
Deductibility of Compensation
Section 162(m) of the Internal Revenue Code generally
disallows a tax deduction to public corporations for
compensation over $1,000,000 paid for any fiscal year to the
corporations CEO and four other most highly compensated
executive officers as of the end of any fiscal year. However,
the statute exempts qualifying performance-based compensation
from the deduction limit if certain requirements are met.
The Committee administers the executive compensation program in
general, and our Senior Executive Incentive Bonus Plan in
particular, in a manner that maximizes the tax deductibility of
compensation paid to the Companys executives under
Internal Revenue Code Section 162(m) to the extent
practicable. The Committee believes, however, that our priority
is to attract and retain highly-skilled executives to manage our
Company and, in some cases, the loss of a tax deduction may be
necessary to accomplish that goal. Accordingly, the Committee
has from time to time approved elements of compensation for
certain officers that are not fully deductible, and the
Committee reserves the right to do so in the future in
appropriate circumstances. For 2006, the compensation of our
named executive officers was fully deductible under Internal
Revenue Code Section 162(m), except with respect to an
amount equal to $150,000 of our CEOs base salary and
certain portions of other elements of non-performance-based
compensation for the Companys CEO and President and Chief
Operating Officer.
This excerpt taken from the AN DEF 14A filed Apr 28, 2006. Company
Policy on Internal Revenue Code Section 162(m) Limits on
Deductibility of Compensation
Section 162(m) of the Internal Revenue Code generally
disallows a tax deduction to public corporations for
compensation over $1,000,000 paid for any fiscal year to the
corporations chief executive officer and four other most
highly compensated executive officers as of the end of any
fiscal year. However, the statute exempts qualifying
performance-based compensation from the deduction limit if
certain requirements are met.
We administer the executive compensation program in general, and
the AutoNation, Inc. Senior Incentive Bonus Plan in particular,
in a manner that maximizes the tax deductibility of compensation
paid to the companys executives under Internal Revenue
Code Section 162(m) to the extent practicable. We believe,
however, that AutoNations priority is to attract and
retain highly-skilled executives to manage AutoNation and, in
some cases, the loss of a tax deduction may be necessary to
accomplish that goal. Accordingly, we have from time to time
approved elements of compensation for certain officers that are
not fully deductible, and we reserve the right to do so in the
future in appropriate circumstances.
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