AutoNation (AN) Proxy Filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on April 28, 2026, with nine director nominees up for election, ratification of KPMG LLP as auditor, an advisory say-on-pay vote, approval of a new equity plan, and two shareholder proposals on the agenda.

• Only shareholders of record as of March 9, 2026, may vote; 34,325,487 shares are outstanding and entitled to vote.

• Proxy materials are primarily distributed electronically, with options for mail or email delivery upon request.

Voting matters and shareholder proposals

• Proposals include election of directors, auditor ratification, say-on-pay, approval of the 2026 Employee Equity and Incentive Plan, and two shareholder proposals: one for an independent board chairman and one for a GHG emissions report.

• The board recommends voting FOR all management proposals and AGAINST both shareholder proposals.

• Shareholder proposals address board independence and climate-related disclosures; both are opposed by the board as unnecessary or burdensome.

Board of directors and corporate governance

• The board consists of nine nominees with diverse backgrounds in law, finance, operations, and industry leadership; all directors are elected annually.

• Corporate governance guidelines emphasize independence, ethics, proxy access, majority voting, and special meeting rights.

• Board committees (Audit, Compensation, Corporate Governance/Nominating) are fully independent and meet regularly.

• Non-employee directors receive a mix of cash retainers and equity awards, with robust stock ownership guidelines.