AUTONATION, INC.
Shareholder Proposals
Item 5
Adopt an enduring policy separating the roles of Chairman and CEO and require an independent Board Chairman.
Request that the Board adopt a permanent policy (and amend governing documents as needed) requiring separate individuals to serve as Chairman of the Board and Chief Executive Officer, with the Chairman being an independent director. The proposal specifies that a Lead Director should not substitute for an independent Chairman and permits the Board to appoint a non-independent interim Chairman while it identifies an independent Chairman. The proponent argues the change would strengthen oversight, reduce conflicts of interest, and improve accountability, citing customer- and governance-related incidents and financial/operational concerns raised in 2025 as rationale. The proposal would allow phased implementation (for example, at CEO contract renewal or transition) but requests adoption as soon as possible.
Item 6
Disclose an annual greenhouse gas report showing current GHG emissions and any timebound reduction targets, and update it annually.
Request that the Company publish an annual greenhouse gas (GHG) report disclosing current emissions and any targets for measurable reductions, and update that report annually while omitting proprietary information. The proposal asks the Board to prepare the report at reasonable cost and suggests, at proponents’ discretion, that the report may include emissions associated with vehicles sold or rented by the Company. The supporting statement cites climate-related physical and transition risks (including concentration of operations in high-vulnerability states, recent severe weather impacts to vehicles, and evolving regulation) and notes peer companies that have established GHG targets or disclosures as context for the request. The proposal is presented as a risk-management and competitive-disclosure measure.