an-20260317

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant þ

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material under § 240.14a-12

AutoNation, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


þ			No fee required.
¨			Fee paid previously with preliminary materials.
¨			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

NOTICE OF THE 2026 ANNUAL MEETING OF STOCKHOLDERS

To Stockholders of AutoNation, Inc.:

The 2026 Annual Meeting of Stockholders of AutoNation, Inc. will be held in a virtual format only, on Tuesday, April 28, 2026, at 8:00 a.m. Eastern Time for the following purposes as more fully described in the proxy statement:

(1) To elect the nine director nominees named in the proxy statement, each for a term expiring at the next Annual Meeting of Stockholders or until their successors are duly elected and qualified;

(2) To ratify the selection of KPMG LLP as our independent registered public accounting firm for 2026;

(3) To hold an advisory vote to approve named executive officer compensation;

(4) To approve the AutoNation, Inc. 2026 Employee Equity and Incentive Plan;

(5) To consider two stockholder proposals, if properly presented at the Annual Meeting; and

(6) To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements of the Annual Meeting.

Only stockholders of record as of the close of business on March 9, 2026, the record date, are entitled to receive notice of the Annual Meeting and to vote at the Annual Meeting or any adjournments or postponements of the Annual Meeting.

We cordially invite you to attend the virtual Annual Meeting. Even if you plan to attend the Annual Meeting, we encourage you to vote your shares in advance using one of the methods described in this proxy statement to ensure that your vote will be represented at the Annual Meeting. To attend, vote, and submit questions at the 2026 Annual Meeting, please log in to www.virtualshareholdermeeting.com/AN2026 using the control number on your proxy card, voting instruction form, or Notice of Internet Availability of Proxy Materials. You may revoke your proxy and reclaim your right to vote at any time prior to its use at the Annual Meeting. The proxy statement includes information on what you will need to attend the virtual Annual Meeting.

By Order of the Board of Directors,

C. Coleman Edmunds

Executive Vice President, General Counsel

and Corporate Secretary

March 17, 2026

TABLE OF CONTENTS


			Page
Internet Availability of Proxy Materials			i
Proxy Statement			1
Information About the Annual Meeting			1
Board of Directors and Corporate Governance			3
Directors			3
Corporate Governance Guidelines and Codes of Ethics			5
Insider Trading Policies and Procedures			5
Corporate Governance Highlights			5
Role of the Board and Board Structure			6
Board Committees			6
Director Independence			9
Director Selection Process			9
Certain Relationships and Related Party Transactions			10
Board Compensation			10
Stockholder Communications			13
Stockholder Proposals and Nominations for the 2027 Annual Meeting			13
Stock Ownership			14
Security Ownership of Certain Beneficial Owners			14
Security Ownership of Management			15


Executive Compensation			16
Compensation Committee Report			16
Compensation Discussion and Analysis			17
Compensation Tables			29
Summary Compensation Table			29
Grants of Plan-Based Awards			31
Outstanding Equity Awards			32
Option Exercises and Stock Vested			33
Non-Qualified Deferred Compensation			33
Potential Payments Upon Termination or Change in Control			35
Pay Ratio			41
Pay Versus Performance			42
Audit Committee Report			47
Items To Be Voted On			49
Proposal 1: Election of Directors			49
Proposal 2: Ratification of the Selection of Our Independent Registered Public Accounting Firm			49
Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation			51
Proposal 4 : A pproval of the AutoN ation, In c. 2026 Employee Equity and Incentive Plan			52
Proposal 5 : Stockholder Proposal			60
Proposal 6 : Stockholder Proposal			62
Other Matters			64
Householding; Availability of Annual Report and Proxy Statement			64
Attending the 2026 Annual Meeting of Stockholders			64
A nnex A — Reconciliation of N on-GAAP Financial Measures			A -1
A nnex B — Auto Nation, Inc. 2026 Employee Equity and Incenti ve Plan			B -1


Proposal	Matter	Board Vote Recommendation
1	Election of Directors	FOR EACH NOMINEE
2	Ratification of the Selection of KPMG LLP as Our Independent Auditor for 2026	FOR
3	Advisory Vote to Approve Named Executive Officer Compensation	FOR
4	Approval of the AutoNation, Inc. 2026 Employee Equity and Incentive Plan	FOR
5	Stockholder Proposal Regarding Independent Board Chairman	AGAINST
6	Stockholder Proposal Regarding GHG Report	AGAINST


Name	Audit Committee	Compensation Committee	Corporate Governance and Nominating Committee

Claire Bennett	ü
David B. Edelson	Chair
Robert R. Grusky			ü
Norman K. Jenkins		ü	ü
Lisa Lutoff-Perlo	ü	ü
G. Mike Mikan		Chair
Jacqueline A. Travisano			Chair


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Total ($)
Rick L. Burdick	250,000	249,909	499,909
Claire Bennett	50,000	249,909	299,909
David B. Edelson	75,000	249,909	324,909
Robert R. Grusky	50,000	249,909	299,909
Norman K. Jenkins	50,000	249,909	299,909
Lisa Lutoff-Perlo	50,000	249,909	299,909
G. Mike Mikan	65,000	249,909	314,909
Jacqueline A. Travisano	65,000	249,909	314,909


Name			Aggregate Number of RSUs Held as of 12/31/2025

Rick L. Burdick			21,224
Claire Bennett			1,497
David B. Edelson			8,956
Robert R. Grusky			6,583
Norman K. Jenkins			7,679
Lisa Lutoff-Perlo			5,487
G. Mike Mikan			5,487
Jacqueline A. Travisano			5,487


Name	Number of Shares Held	Fair Market Value(1)
Rick L. Burdick	66,503	$12,873,651
Claire Bennett	2,707	$524,021
David B. Edelson	51,500	$9,969,370
Robert R. Grusky	47,302	$9,156,721
Norman K. Jenkins	12,560	$2,431,365
Lisa Lutoff-Perlo	8,889	$1,720,733
G. Mike Mikan	36,429	$7,051,926
Jacqueline A. Travisano	8,889	$1,720,733


Name and Address of Beneficial Owner	Number of Shares Beneficially Owned		Percent of Class(1)
William H. Gates III One Microsoft Way, Redmond, WA 98052	7,062,629	(2)	20.6	%
The Vanguard Group 100 Vanguard Blvd., Malvern, PA 19355	3,585,551	(3)	10.4	%
BlackRock, Inc. 50 Hudson Yards, New York, NY 10001	2,294,076	(4)	6.7	%


Name of Beneficial Owner	Number of Shares of Common Stock Owned		Number of Shares Acquirable Within 60 days		Shares of Common Stock Beneficially Owned
					Number	Percent(1)
Rick L. Burdick	44,069	(2)	22,434	(3)	66,503	*
Claire Bennett	—		2,707	(3)	2,707	*
David B. Edelson	41,334	(4)	10,166	(3)	51,500	*
Robert R. Grusky	41,840		5,462	(3)	47,302	*
Norman K. Jenkins	3,671		8,889	(3)	12,560	*
Lisa Lutoff-Perlo	4,523		4,366	(3)	8,889	*
G. Mike Mikan	29,732	(5)	6,697	(3)	36,429	*
Jacqueline A. Travisano	4,523		4,366	(3)	8,889	*
Michael Manley	151,586		—		151,586	*
Thomas A. Szlosek	16,500		—


PROXY STATEMENT

SEC Form DEF 14A filed by AutoNation Inc.