Autonation, Inc 8-K, filed Sep 22, 2023
Autonation, Inc. (AN)
8-K
2023-09-22
For: 2023-09-18
View Original
Added on
April 07, 2026
About this 8-K
Autonation, Inc filed this 8-K on September 22, 2023, reporting on events of September 18, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date Of Report (Date Of Earliest Event Reported) September 18, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code(954 ) 769-6000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 18, 2023, the Board of Directors (the “Board”) of AutoNation, Inc. (the “Company”) appointed Jeff Parent as Chief Operating Officer of the Company, effective as of the commencement of his employment with the Company, which is expected to be on or about October 16, 2023.
Mr. Parent, age 58, has served as President and General Manager of Gulf States Toyota, Inc., one of the world’s largest independent distributors of Toyota vehicles and parts, since February 2017. Prior to joining Gulf States Toyota as a Senior Vice President in 2010, Mr. Parent held various senior executive positions at Nissan Canada Inc., Volkswagen of America, Inc., and VW Credit, Inc.
On September 12, 2023, the Company entered into a letter agreement (the “Letter Agreement”) with Mr. Parent, subject to and conditioned upon the approval by the Board of his appointment as an executive officer, which was obtained on September 18, 2023. The Letter Agreement provides that, upon commencement of employment with the Company, Mr. Parent will:
•receive an annual base salary of $800,000,
•participate in the Company’s annual incentive compensation program with a target award level equal to 90% of his annual base salary,
•receive a one-time sign-on cash payment in the amount of $1,500,000, a one-time sign-on grant of time-based restricted stock units with a grant date value of $120,000, and a one-time sign-on grant of performance-based restricted stock units with a grant date value of $180,000, and
•be eligible for an annual grant of time-based and performance-based restricted stock units, with a target opportunity equal to $1,500,000 in aggregate grant date value, commencing in 2024.
The one-time sign-on cash payment for Mr. Parent will be paid as soon as administratively feasible following February 1, 2024. If Mr. Parent resigns from the Company or is terminated for cause before the second anniversary of his first day of employment with the Company, he will be required to pay back the amount he received from the Company, prorated based on the number of months employed with the Company. The one-time sign-on grant of time-based restricted stock units will vest in one-third annual increments over three years, and the one-time sign-on grant of performance-based restricted stock units will be subject to a three-year performance period based on performance goals approved by the Compensation Committee of the Board.
The Letter Agreement is filed as Exhibit 10.1 to this report and is incorporated herein by reference. The foregoing summary of the Letter Agreement is qualified in its entirety by reference to such agreement.
Effective upon the commencement of Mr. Parent’s service as the Company’s Chief Operating Officer, which is expected to be on or about October 16, 2023, Michael Manley, the Company’s Chief Executive Officer and, as such, its principal executive officer, will cease to be the Company’s principal operating officer.
Item 7.01 Regulation FD Disclosure.
On September 22, 2023, the Company issued a press release announcing the appointment of Mr. Parent as the Company’s Chief Operating Officer. A copy of the press release is furnished as Exhibit 99.1 to this report.
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)
99.1 Press release of AutoNation, Inc. dated September 22, 2023, announcing the appointment of Jeff Parent as the Company’s Chief Operating Officer.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AUTONATION, INC. | ||||||||||||||
| Date: | September 22, 2023 | By: | /s/ C. Coleman Edmunds | |||||||||||
| C. Coleman Edmunds | ||||||||||||||
| Executive Vice President, General Counsel and Corporate Secretary | ||||||||||||||
Exhibit 10.1
[AutoNation Letterhead]
September 12, 2023
Mr. Jeff Parent
[Address]
Dear Jeff:
It is my pleasure to extend an offer of employment for you to join the AutoNation team! The terms of your employment offer are as follows:
• Position Title: | Chief Operating Officer | ||||
• Reporting To: | Mike Manley, Chief Executive Officer | ||||
• Commencement Date: | October 16, 2023 | ||||
• Base Rate of Pay: | $800,000.00 | ||||
• Target Bonus (90% of base rate): | $720,000.00 | ||||
• Total Target Cash Compensation: | $1,520,000.00 | ||||
• Annual Equity: | $1,500,000.00 | ||||
• Total Direct Compensation: | $3,020,000.00 | ||||
• Sign-On Compensation: | |||||
| • Sign-on Cash Bonus: | $1,500,000.00 | ||||
| • Sign-On Equity Grant: | $300,000.00 | ||||
• Car Allowance: | $15,600.00 | ||||
•Bonus Eligibility: You will be eligible for the 2024 bonus plan applicable to Corporate Associates and payable in 2025. This plan will target 90% of your annual base rate of pay and is based on overall company performance. Future years’ bonus eligibility, percentage, and metrics will be at the level commensurate with your position in effect at that time as determined by the Compensation Committee (the “Committee”) of Board of Directors of AutoNation, Inc. (the “Board”).
•Equity Plan: You will be eligible for a 2024 grant of restricted stock units with a target grant date closing value of $1,500,000. Equity awards are subject to the terms and conditions of the equity plan, corresponding grant agreements and approval of the Committee. While terms and conditions of equity awards are subject to approval of the Committee, the 2024 grant for you is expected to consist of:
•RSUs: Forty percent (40%) of the equity award will be in the form of restricted stock units that will vest over a three-year period, one third per year during your term of employment.
•PBRSUs: Sixty percent (60%) of the equity award will be in the form of performance-based restricted stock units that are subject to three-year performance conditions as established by the Committee.
•Sign-on Cash Bonus: You will be paid a cash sign-on bonus of $1,500,000, payable in one installment. The sign-on bonus will be paid as soon as administratively feasible following February 1, 2024, and in accordance with the Company’s payroll schedule. If you resign from the Company or are terminated for cause before the second anniversary of your Commencement Date, you will be required to pay back the amount you received
from the Company, less applicable taxes and withholdings, prorated based on the number of months employed (e.g., if you resign after having been employed for 18 months you would owe $375,000.) Repayment must be made within thirty days following your last day of employment with the Company.
•Sign-on Equity Grant:
•Subject to approval of the Committee, you will receive a one-time grant of restricted stock units with a grant date value of $120,000. The closing price of AutoNation stock on your Commencement Date will be used to determine the number of shares granted, rounded down to the nearest whole number. Equity awards are subject to the terms and conditions of the equity plan and corresponding grant agreements. Your sign-on equity grant will vest over a three-year period, one third per year during your term of employment.
•Subject to approval of the Committee, you will be eligible for a one-time grant of performance-based restricted stock units with a grant date value of $180,000. The closing price of AutoNation stock on your Commencement Date will be used to determine the number of shares granted, rounded down to the nearest whole number. Performance-based restricted stock units are subject to three-year performance conditions as established by the Committee.
•Car Allowance: As provided for within the Executive Vehicle Allowance Program policy, you will be eligible for an annual vehicle allowance of $15,600 or a demonstrator vehicle. You can choose to receive your vehicle allowance as an annual lump sum or paid semi-monthly. Your vehicle allowance will be prorated based on your hire date.
•Relocation: You will be required to relocate to the Company’s headquarters in Fort Lauderdale, Florida, as soon as practicable and no later than March 31, 2024. The Company will provide you with relocation assistance in moving you and your personal property to South Florida, which may be utilized one time within the first year of your employment, subject to your signing the Company’s Relocation Policy Acknowledgement Form. Attached for your review is a copy of the Executive Relocation Benefits. Your contact for relocation will be [Name]. [Name] can be reached at (954) 769-xxxx. Your travel expenses to and from Fort Lauderdale, Florida, prior to the earlier of your relocation and March 31, 2024, including coach airfare on commercial flights, will be paid by the Company, subject to the Company’s travel and expense policy.
•Severance: You will be covered by the Executive Officer Severance Plan.
•401(k) Plan: You will be immediately eligible to participate in the AutoNation 401(k) Plan (Plan). The Plan offers both pre-tax and Roth after-tax savings, a broad range of investments, and many financial wellness tools to help you save for your future. Approximately one week after your date of hire, you may enroll in the Plan administered by Voya by clicking on the 401(k) Retirement Plan button on AutoNation’s internal website, DealerCentral. In 2023 you will be eligible for a 401(k) match at 50% for the first 5% of eligible earnings.
•Deferred Compensation Plan: Associates hired on or before October 1st will be eligible to participate in the Deferred Compensation Plan (“DCP”) the following calendar year. Associates hired October 2nd – December 31st will be eligible to participate in the DCP in the calendar year following one year of employment. The DCP is a complement to our 401(k) Plan, is limited to a select group of management Associates, and allows you to defer a larger percentage of your income toward your retirement savings than the 401(k) Plan. The DCP also offers the flexibility to save for retirement and financial needs prior to, at, and after retirement such as college tuition or other major expenses. In addition, AutoNation offers a matching contribution, the amount is determined annually and is subject to a vesting schedule. The DCP matching contribution is in lieu of a matching contribution under the AutoNation 401(k) Plan. Enrollment materials will be sent to you prior to the applicable Annual Enrollment date.
•Benefit Eligibility: Prior to becoming eligible for benefits, you will receive notification that you can enroll online at www.KnowYourBenefits.org. On the website you will find your benefit options, cost, plan
comparison information and your enrollment deadline. You will also receive information on how to earn healthy credits to substantially reduce your (and your spouse’s) medical, life, and critical illness insurance premiums. The elections you make will be effective the first day of the month following one month of regular, Full-Time employment. However, if you are hired on the first day of a month, your coverage will be effective on the first day of the following month. If you are planning to enroll dependents in AutoNation’s health, dental or vision insurance plans you will be required to submit proof of dependency for those dependents by the end of the month in which your benefits become effective. Proof of dependency includes marriage and/or birth certificates. Failure to provide dependent certification by the deadline will result in those dependents not being eligible for health, dental or vision insurance benefits until the next annual enrollment period, or as a result of a qualifying life event during the year.
•Fitness Center Membership: You will be invited to use the AutoNation Body Shop exercise facility located in the AutoNation headquarters building. You will have free access to the fitness center which includes free weights, cardio and weight equipment, as well as private changing rooms.
•Vacation Benefit: Associates accrue vacation time on a per pay period basis at a rate commensurate with their length of service with the Company. You will be eligible for 17 days of vacation per year. Future years vacation eligibility will be determined by the Company’s policy in effect at that time.
•Drug Screening: This offer is contingent upon the successful completion of the Company’s drug screening process.
•Background Verification: This offer is contingent upon the successful completion of the Company’s background verification process. Once you accept this offer, you will be invited to complete the background consent form online. Confidentiality, No-Solicit/No-Hire & Non-Compete Agreement and Arbitration Agreement: This offer is contingent upon your electronic signature to be obtained on the first day of employment.
•At-Will Employment: This letter is not a guarantee of continued employment nor does it in any way abridge the employment-at-will relationship that exists between the Company and its employees, nor does it create a contractual relationship. Management retains the right to terminate employment of any associate with or without notice and with or without reason. Similarly, the associate also has the right to terminate employment with or without notice and with or without reason.
•Employment Eligibility Verification: This offer is contingent upon your ability to produce acceptable documents that establish identity and employment eligibility (U.S. Department of Justice Form I-9). The Company requires you to produce these documents on your first day of employment.
Should you have any questions, please feel free to call me. We look forward to having you join the AutoNation team!
This offer is effective upon the later of the date of the last party to sign and your appointment as an executive officer by the Board.
| Sincerely, | Accepted: | |||||||||||||
| /s/ Lisa Esparza | 9/15/2023 | /s/ Jeff Parent | 9/15/2023 | |||||||||||
| Lisa Esparza, EVP & CHRO | Date | Jeff Parent | Date | |||||||||||
Exhibit 99.1
 For Immediate Release | Contact: Lisa Rhodes Ryans (954) 769-4120 publicrelations@AutoNation.com Investor Contact: Derek Fiebig (954) 769-2227 fiebigd@autonation.com | |||||||||||||
AutoNation Hires Jeff Parent as Chief Operating Officer
FORT LAUDERDALE, Fla., (September 22, 2023) — AutoNation, Inc. (NYSE: AN), the most admired automotive retailer in America, is delighted to announce the appointment of Jeff Parent as its new Chief Operating Officer (COO). With extensive experience in senior executive roles spanning sales, supply chain management, and business strategy, Mr. Parent brings a wealth of expertise to lead the company's operational and strategic initiatives. Mr. Parent’s start date is expected to be October 16, 2023.
As COO, Jeff Parent will play a pivotal role in AutoNation’s continuous efforts to drive growth, enhance operational efficiency, and provide exceptional customer experiences across its extensive network of locations. His appointment underscores the company's dedication to innovation and excellence in the dynamic automotive industry.
“Jeff Parent is a proven leader with an excellent track record of success across multiple aspects of the automotive and personal transportation landscapes. His deep understanding of sales, supply chain management, and business strategy will be invaluable as we continue to expand our footprint and enhance our customer offerings,” said Mike Manley, CEO of AutoNation.
Mr. Parent’s most recent role was as President and General Manager at Gulf States Toyota, one of the world’s largest independent distributors of Toyota vehicles and parts. Before joining Gulf States Toyota, he held senior executive positions at Nissan Canada, serving as Vice President of Sales and Marketing, responsible for both the Nissan and Infiniti Brands. Earlier in his career, he worked at Volkswagen of America as Region VP for the Eastern Region, overseeing Sales, Marketing, Parts, Service, and Customer Satisfaction for the Volkswagen brand in the Northeastern United States. Jeff’s extensive experience spans both domestic and international markets, making him well-equipped to continue to drive AutoNation’s growth and operational excellence.
“I am excited to join AutoNation, a company known for its customer-centric approach and industry leadership. I look forward to working as part of a talented AutoNation team to continue the focus on strengthening the operations, developing more innovative services, and providing the best possible experience for customers,” said Jeff. “The coming few years are going to offer a unique opportunity for AutoNation with its great brand portfolio and multichannel approach to progressively differentiate itself in the industry and in the eyes of our customers.”
In his new role, Mr. Parent will oversee AutoNation’s day-to-day operations, working closely with the other members of the leadership team to execute the company’s strategic vision and drive operational efficiencies.
AutoNation also announces that Steve Kwak, COO, Franchised Business, will be leaving the company to pursue another opportunity. Steve’s last day will be September 30, 2023, and the company wishes him success in his future endeavors.
About AutoNation, Inc.
AutoNation, a provider of personalized transportation services, is driven by innovation and transformation. As one of America’s most admired companies, AutoNation delivers a peerless Customer experience recognized by data-driven consumer insight leaders, Reputation, and J.D. Power. Through its bold leadership and brand affinity, the AutoNation Brand is synonymous with “DRVPNK” and “What Drives You, Drives Us.” AutoNation has a singular focus on personalized transportation services that are easy, transparent, and Customer-centric.
Please visit www.autonation.com, investors.autonation.com, and www.twitter.com/AutoNation, where AutoNation discloses additional information about the Company, its business, and its results of operations. Please also visit
www.autonationdrive.com, AutoNation’s automotive blog, for information regarding the AutoNation community, the automotive industry, and current automotive news and trends.
FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Words such as “anticipates," “expects,” “intends,” “goals,” “targets,” “projects,” “plans,” “believes,” “continues,” “may,” “will,” “could,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Statements regarding our strategic initiatives, partnerships, and investments, including the planned expansion of our AutoNation USA pre-owned vehicle stores and our investments in digital and online capabilities and mobility solutions, statements regarding our expectations for the future performance of our business and the automotive retail industry, and other statements that describe our objectives, goals, or plans, are forward-looking statements. Our forward-looking statements reflect our current expectations concerning future results and events, and they involve known and unknown risks, uncertainties, and other factors that are difficult to predict and may cause our actual results, performance, or achievements to be materially different from any future results, performance, and achievements expressed or implied by these statements. These risks, uncertainties, and other factors include, among others: our ability to implement successfully our strategic acquisitions, initiatives, partnerships, and investments, including the planned expansion of our AutoNation USA stores and our investments in digital and online capabilities and mobility solutions; our ability to identify, acquire, and build out suitable locations in a timely manner; our ability to maintain and enhance our retail brands and reputation and to attract consumers to our own digital channels; our ability to acquire and integrate successfully new franchises; restrictions imposed by vehicle manufacturers and our ability to obtain manufacturer approval for acquisitions; economic conditions, including changes in unemployment, interest, and/or inflation rates, consumer demand, fuel prices, and tariffs; supply chain disruptions and inventory availability; new and used vehicle margins; our ability to attain planned sales volumes within our expected time frames; our ability to successfully implement and maintain expense controls; the success and financial viability and the incentive and marketing programs of vehicle manufacturers and distributors with which we hold franchises; the economic impacts of the COVID-19 pandemic; natural disasters and other adverse weather events; the resolution of legal and administrative proceedings; regulatory factors affecting our business, including fuel economy requirements; the announcement of safety recalls; factors affecting our goodwill and other intangible asset impairment testing; and other factors described in our news releases and filings made under the securities laws, including, among others, our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. Forward-looking statements contained in this news release speak only as of the date of this news release, and we undertake no obligation to update these forward-looking statements to reflect subsequent events or circumstances.