AN 10-K Annual Report Dec. 31, 2023

AUTONATION, INC.

10-Ks and 10-Qs

10-Q	Quarter ended Sept. 30, 2024
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10-K	Fiscal year ended Dec. 31, 2011
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10-Q	Quarter ended March 31, 2011
10-K	Fiscal year ended Dec. 31, 2010
10-Q	Quarter ended Sept. 30, 2010
10-Q	Quarter ended June 30, 2010
10-Q	Quarter ended March 31, 2010
10-K	Fiscal year ended Dec. 31, 2009

PROXIES

DEF 14A	Filed on March 14, 2024
DEF 14A	Filed on March 9, 2023
DEF 14A	Filed on March 9, 2022
DEF 14A	Filed on March 10, 2021
DEF 14A	Filed on March 11, 2020
DEF 14A	Filed on March 6, 2019
DEF 14A	Filed on March 6, 2018
DEF 14A	Filed on March 6, 2017
DEF 14A	Filed on March 29, 2016
DEF 14A	Filed on April 2, 2015
DEF 14A	Filed on March 24, 2014
DEF 14A	Filed on March 26, 2013
DEF 14A	Filed on March 26, 2012
DEF 14A	Filed on March 23, 2011
DEF 14A	Filed on March 25, 2010

TABLE OF CONTENTS

Part I Item 1. Business Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 1C. Cybersecurity Item 2. Properties Item 3. Legal Proceedings Item 4. Mine Safety Disclosures Part II Item 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity Securities Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 7A. Quantitative and Qualitative Disclosures About Market Risk Item 8. Financial Statements and Supplementary Data Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A. Controls and Procedures Item 9B. Other Information Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections Part III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accounting Fees and Services Part IV Item 15. Exhibit and Financial Statement Schedules Item 16. Form 10-k Summary

Exhibits

3.2 Amended and Restated By-Laws of AutoNation, Inc. 10-Q 001-13107 3.1 7/21/23 4.1 Indenture, dated April 14, 2010 (the 2010 Indenture), among AutoNation, Inc. and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee 8-K 001-13107 4.1 4/15/10 4.2 Supplemental Indenture to 2010 Indenture, dated September 21, 2015, relating to the Companys 4.5% Senior Notes due 2025. 8-K 001-13107 4.3 9/21/15 4.3 Form of 4.5% Senior Notes due 2025 (included in Exhibit 4.2). 8-K 001-13107 4.3 9/21/15 4.4 Supplemental Indenture to 2010 Indenture, dated February 29, 2016, relating to the Companys 4.5% Senior Notes due 2025. 10-Q 001-13107 4.4 4/22/16 4.5 Supplemental Indenture to 2010 Indenture, dated July 29, 2016, relating to the Companys 4.5% Senior Notes due 2025. 10-Q 001-13107 4.4 10/28/16 4.6 Supplemental Indenture to 2010 Indenture, dated August 3, 2017, relating to the Companys 4.5% Senior Notes due 2025. 10-Q 001-13107 4.4 11/2/17 4.7 Supplemental Indenture to 2010 Indenture, dated November 10, 2017, relating to the Companys 3.5% Senior Notes due 2024. 8-K 001-13107 4.2 11/13/17 4.8 Form of 3.5% Senior Notes due 2024 (included in Exhibit 4.7). 8-K 001-13107 4.2 11/13/17 4.9 Supplemental Indenture to 2010 Indenture, dated November 10, 2017, relating to the Companys 3.8% Senior Notes due 2027. 8-K 001-13107 4.4 11/13/17 4.10 Form of 3.8% Senior Notes due 2027 (included in Exhibit 4.9). 8-K 001-13107 4.4 11/13/17 4.11 Supplemental Indenture to 2010 Indenture, dated May 22, 2020, relating to the Companys 4.75% Senior Notes due 2030. 8-K 001-13107 4.2 5/22/20 4.12 Form of 4.75% Senior Notes due 2030 (included in Exhibit 4.11). 8-K 001-13107 4.2 5/22/20 4.13 Supplemental Indenture to 2010 Indenture, dated July 29, 2021, relating to the Companys 1.95% Senior Notes due 2028 and 2.4% Senior Notes due 2031. 8-K 001-13107 4.2 7/29/21 4.14 Form of 1.95% Senior Notes due 2028 (included in Exhibit 4.13). 8-K 001-13107 4.2 7/29/21 4.15 Form of 2.4% Senior Notes due 2031 (included in Exhibit 4.13). 8-K 001-13107 4.2 7/29/21 4.16 Supplemental Indenture to 2010 Indenture, dated February 28, 2022, relating to the Companys 3.85% Senior Notes due 2032. 8-K 001-13107 4.2 3/1/22 4.17 Form of 3.85% Senior Notes due 2032 (included in Exhibit 4.16). 8-K 001-13107 4.2 3/1/22 4.18 Description of Registrants Securities. 10-K 001-13107 4.16 2/17/22 10.1 AutoNation, Inc. Deferred Compensation Plan, as amended and restated. 10-K 001-13107 10.1 2/17/23 10.2 AutoNation, Inc. 2014 Non-Employee Director Equity Plan (the 2014 Director Plan). 10-Q 001-13107 10.6 4/18/14 10.3 Terms of Non-Employee Director Restricted Stock Units granted under the 2014 Director Plan. 10-Q 001-13107 10.2 7/17/14 10.4 Amendment to the 2014 Director Plan, effective as of January 31, 2017. 10-Q 001-13107 10.1 4/25/17 10.5 AutoNation, Inc. 2008 Employee Equity and Incentive Plan (the 2008 Plan). 10-Q 001-13107 10.1 4/25/08 10.6 Form of Stock Option Agreement under the 2008 Plan (for grants made in 2009-2013). 10-Q 001-13107 10.4 4/24/09 10.7 Form of Stock Option Agreement under the 2008 Plan (for grants made in 2014). 8-K 001-13107 10.1 3/7/14 10.8 Form of Stock Option Agreement under the 2008 Plan for grants in 2015. 10-Q 001-13107 10.4 4/22/15 10.9 Form of Stock Option Agreement under the 2008 Plan for grants in 2016. 10-Q 001-13107 10.1 4/22/16 10.10 AutoNation, Inc. 2017 Employee Equity and Incentive Plan (the 2017 Plan). 8-K 001-13107 10.1 4/21/17 10.11 Form of AutoNation, Inc. Restricted Stock Unit Award Agreement under the 2017 Plan for grants prior to November 2021. 10-Q 001-13107 10.3 8/2/17 10.12 Form of AutoNation, Inc. Restricted Stock Unit Award Agreement under the 2017 Plan for grants in November 2021. 10-K 001-13107 10.16 2/17/22 10.13 Form of AutoNation, Inc. Stock Unit Awards Agreement under the 2017 Plan prior to 2022. 10-Q 001-13107 10.1 5/1/18 10.14 Form of AutoNation, Inc. Stock Unit Award Agreement under the 2017 Plan for grants in 2022. 10-Q 001-13107 10.1 4/21/22 10.15 Form of AutoNation, Inc. Stock Unit Award Agreement under the 2017 Plan for grants in 2023. 10-Q 001-13107 10.2 4/20/23 10.16 AutoNation, Inc. Executive Severance Plan, adopted as of April 18, 2018. 10-Q 001-13107 10.2 5/1/18 10.17 Employment Agreement, dated as of September 9, 2021, by and between AutoNation, Inc. and Michael Manley. 8-K 001-13107 10.1 9/21/21 10.18 Amendment to Employment Agreement, dated September 1, 2023, by and between AutoNation, Inc. and Michael Manley. 10-Q 001-13107 10.3 10/27/23 10.19 Retirement and General Release Agreement, dated as of November 1, 2021, by and between Michael J. Jackson and AutoNation, Inc. 10-K 001-13107 10.24 2/17/22 10.20 Letter Agreement, dated as of February 10, 2022, by and between AutoNation, Inc. and Gianluca Camplone. 10-Q 001-13107 10.2 4/21/22 10.21 Letter Agreement, dated as of August 12, 2022, by and between AutoNation, Inc. and Lisa Esparza. 10-Q 001-13107 10.2 10/27/22 10.22 Letter Agreement, dated as ofMay 9, 2023, by and between AutoNation, Inc. andThomas Szlosek. 8-K 001-13107 10.1 5/16/23 10.23 Executive Transition Agreement, dated as of May 23, 2023, by and between AutoNation, Inc. and Joseph T. Lower. 10-Q 001-13107 10.2 7/21/23 10.24 Letter Agreement, dated as of April 27, 2023, by and between AutoNation, Inc. and Marc Cannon. 10-Q 001-13107 10.3 7/21/23 10.25 Letter Agreement, dated September 12, 2023, by and between AutoNation, Inc. and Jeff Parent. 8-K 001-13107 10.1 9/22/23 10.26 Amended and Restated Credit Agreement, datedJuly 18, 2023, by and among the Company, JPMorgan Chase Bank, N.A. as Administrative Agent, and the other parties thereto. 10-Q 001-13107 10.1 7/21/23 10.27 Form of Commercial Paper Dealer Agreement between AutoNation, Inc., as Issuer, and the Dealer party thereto. 8-K 001-13107 10.2 3/26/20 21.1* Subsidiaries of AutoNation, Inc. 23.1* Consent of KPMG LLP. 31.1* Certification of Principal Executive Officer Pursuant to Rule13a-14(a) of the Exchange Act. 31.2* Certification of Principal Financial Officer Pursuant to Rule13a-14(a) of the Exchange Act. 32.1** Certification of Principal Executive Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section1350. 32.2** Certification of Principal Financial Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section1350. 97.1* AutoNation, Inc. Amended and Restated Policy Regarding Recoupment of Certain Incentive Compensation.

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AN 10-K Fiscal year ended Dec. 31, 2023

Exhibits