Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



On September 9, 2021, the Board of Directors (the "Board") of AutoNation, Inc.
(the "Company") appointed Michael Manley as Chief Executive Officer of the
Company and as a member of the Board, effective November 1, 2021. In accordance
with the terms of his employment agreement with the Company, Michael J. Jackson,
the current Chief Executive Officer of the Company and a member of the Board,
will retire from both roles, effective November 1, 2021.
Mr. Manley, age 57, has served since January 2021 as Head of Americas and as a
member of the Group Executive Council for Stellantis N.V., one of the largest
automotive original equipment manufacturers in the world. From July 2018 to
January 2021, he served as Chief Executive Officer of Fiat Chrysler Automobiles
N.V. ("FCA"), a predecessor to Stellantis N.V. Mr. Manley joined DaimlerChrysler
(a predecessor to FCA) in 2000 and, prior to becoming FCA's Chief Executive
Officer, served in a number of management-level roles with increasing
responsibility overseeing various aspects of FCA's operations, including as
Executive Vice President - International Sales & Marketing, Business Development
and Global Product Planning Operations, Chief Executive Officer of Jeep, Chief
Executive Officer of Ram, Chief Operating Officer for the Asia Pacific region,
and FCA Global Executive Council member.
In connection with the appointment to the role of Chief Executive Officer, the
Company and Mr. Manley entered into an employment agreement (the "Employment
Agreement") dated September 9, 2021. Under the Employment Agreement, Mr. Manley
is expected to commence employment with the Company on November 1, 2021 (the
date of commencement will be referred to as the "Commencement Date"). The
Employment Agreement provides that:
•Mr. Manley will serve as Chief Executive Officer of the Company for an initial
term of three years, which term will be automatically renewed on the third
anniversary of the Commencement Date and annually thereafter, unless earlier
terminated.
•Mr. Manley's annual base salary will be $1.3 million, and his target annual
incentive award commencing in 2022 will be 200% of his annual base salary.
•Mr. Manley's annual target long-term incentive opportunity under the Company's
long-term incentive program will be $7.2 million measured by grant date value,
commencing in 2022.
•Effective as of the Commencement Date, Mr. Manley will be granted an inducement
award of restricted stock units subject to a three-year installment vesting
schedule based on continued employment with an aggregate grant date fair value
of $6.7 million.
•Mr. Manley will also receive a cash sign-on bonus of $1.5 million on the
Commencement Date, less required withholding for taxes, subject to certain
repayment provisions in the event that Mr. Manley terminates his employment
without "good reason" or is terminated by the Company for "cause" (as such terms
are defined in the Employment Agreement) prior to the one-year anniversary of
the Commencement Date.
•If during the Employment Period the Company terminates Mr. Manley's employment
without cause or if he resigns for good reason, then, provided he is in
compliance with all applicable restrictive covenants and he signs a mutually
acceptable severance agreement, Mr. Manley will be entitled to receive (i) in a
lump sum, 1.5 times the sum of his base salary and target annual bonus (or if
greater, in each case, the base salary or target annual bonus as in effect prior
to the event giving rise to good reason), (ii) in a lump sum at the same time
bonuses are paid to active employees generally, an amount equal to his annual
bonus as determined by the Committee, pro-rated for the number of days he was
employed during the applicable calendar year through the applicable termination
date, and (iii) accelerated vesting of all then-held time-vesting equity awards
and, with respect to performance-based awards, vesting in accordance with actual
performance as determined by the Compensation Committee as of the end of the
year prior to the year in which the termination occurs for each open performance
cycle, or for any award for which there has not been a full year of performance,
at the target level of performance.
The Employment Agreement also contains certain restrictive covenants. The
Employment Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K
and is incorporated herein by reference. The foregoing summary of the Employment
Agreement is qualified in its entirety by reference to such agreement.

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Item 7.01 Regulation FD Disclosure.

On September 21, 2021, the Company issued a press release announcing Mr. Manley's appointment as the Company's Chief Executive Officer and as a member of the Board, effective November 1, 2021. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Employme nt A greement, dated as of September 9, 2021, by and between AutoNation, Inc. and Michae l Manley .

99.1 Press Re lease of AutoNation, Inc ., dat ed Sept ember 21,

2021 .

104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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