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Autonation, Inc. Incoming Letter Dated December 18, 2019

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Autonation, Inc. Incoming Letter Dated December 18, 2019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON , D.C. 20549 DIVISION OF CORPORATION FINANCE January 24, 2020 Brian V. Breheny Skadden, Arps, Slate, Meagher & Flom LLP [email protected] Re: AutoNation, Inc. Incoming letter dated December 18, 2019 Dear Mr. Breheny: This letter is in response to your correspondence dated December 18, 2019 concerning the shareholder proposal (the “Proposal”) submitted to AutoNation, Inc. (the “Company”) by John Chevedden (the “Proponent”) for inclusion in the Company’s proxy materials for its upcoming annual meeting of security holders. We also have received correspondence from the Proponent dated December 22, 2019, December 29, 2019, January 1, 2020, January 2, 2020, January 8, 2020, January 13, 2020 and January 14, 2020. Copies of all of the correspondence on which this response is based will be made available on our website at http://www.sec.gov/divisions/corpfin/cf-noaction/14a- 8.shtml. Sincerely, M. Hughes Bates Acting Deputy Chief Counsel Enclosure cc: John Chevedden *** ***FISMA & OMB Memorandum M-07-16 January 24, 2020 Response of the Office of Chief Counsel Division of Corporation Finance Re: AutoNation, Inc. Incoming letter dated December 18, 2019 The Proposal asks the board to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of the company’s outstanding common stock the power to call a special meeting (or the lowest percentage under state law). You have expressed your view that the Proposal is vague and indefinite because it is subject to multiple interpretations regarding what percentage of outstanding common stock would be required to be held in order to call a special meeting. As reflected in the staff’s more recent decisions under rule 14a-8(i)(3), we are unable to conclude that the Proposal, taken as a whole, is so inherently vague or indefinite that neither shareholders voting on the Proposal, nor the Company in implementing the Proposal, would be able to determine with any reasonable certainty exactly what actions or measures the Proposal requires. Accordingly, we do not believe that the Company may omit the Proposal from its proxy materials in reliance on rule 14a-8(i)(3). Sincerely, Michael Killoy Attorney-Adviser JOHN CHEVEDOEN ••• January 14, 2020 Office of Chief Counsel Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 # 6 Rule 14a-8 Proposal AutoNation, Inc. (AN) Special Meeting John Chevedden Ladies and Gentlemen: This is in regard to the December 18, 2019 no-action request. When Rule 14a-8(i)(3) was written today's avenues of shareholder engagement were not available. Today if a company truly has any doubt on what shareholders mean by their vote on a well understood and well established topic the company can clarify it through shareholder outreach. This is to request that the Securities and Exchange Commission allow this resolution to stand and be voted upon in the 2019 proxy. Sincerely, ~ -~,,,< - ~ cc: Thomas Mila <[email protected]> JOHN CHEVEDDEN... January 13, 2020 Office of Chief Counsel Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 # 5 Rule 14a-8 Proposal AutoNation, Inc. (AN) Special Meeting John Chevedden Ladies and Gentlemen: This is in regard to the December 18, 2019 no-action request. The company management did not provide any evidence that shareholders typically do a micromanagement reading of a rule l 4a-8 proposal on an established topic. This is to request that the Securities and Exchange Commission allow this resolution to stand and be voted upon in the 2019 proxy. Sincerely, ~·"'. ~~ cc: Thomas Mila <[email protected]> JOHN CHEVEDDEN... January 8, 2020 Office of Chief Counsel Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 # 4 Rule 14a-8 Proposal (corrected) AutoNation, Inc. (AN) Special Meeting John Cheveddeo Ladies and Gentlemen: This is in regard to the December 18, 2019 no-action request. The resolved statement said: "Shareowners ask our board to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareowner meeting ( or the lowest percentage under state law)." Since, according to company management, Delaware law does not call out a specific percentage - then the "lowest percentage" part does not apply. " l 0% of our outstanding common stock" is also reinforced by the second paragraph of the proposal: "This proposal could be adopted with a provision that if any shareholder owned 10% or more of AutoNation stock then such a shareholder would need the participation of another I 0% of company stock to call a special meeting." This is to request that the Securities and Exchange Commission allow this resolution to stand and be voted upon in the 2019 proxy. Sincerely, ~Chevedden cc: Thomas Mila <[email protected]> JOHN CHEVEDDEN... January 1, 2020 Office of Chief Counsel Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 # 3 Rule 14a-8 Proposal (corrected) · AutoNation, Inc. (AN) Special Meeting John Cbevedden Ladies and Gentlemen: This is in regard to the December 18, 2019 no-action request. The resolved statement said: "Shareowners ask our board to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareowner meeting (or the lowest percentage under state law)." Since, according to management, Delaware does not call out a percentage - then the "lowest percentage" part does not apply. This is to request that the Securities and Exchange Commission allow this resolution to stand and be voted upon in the 2019 proxy. Sincerely, ~.-.LL~ cc: Thomas Mila <[email protected]> JOHN CHEVEDDF.N *** January 1, 2020 Office of Chief Counsel Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 # 3 Rule 14a-8 Proposal AutoNation, Inc. (AN) Special Meeting John Chevedden Ladies and Gentlemen: This is in regard to the December 18, 2019 no-action request. The resolved statement said: "Shareowners ask our board to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined I 0% of our outstanding common stock the power to call a special shareowner meeting ( or the lowest percentage under state law)." Since, according to management, Delaware does call out a percentage - then the "lowest percentage" part does not apply. This is to request that the Securities and Exchange Commission allow this resolution to stand and be voted upon in the 2019 proxy. Sincerely, ~--'~-Chevedden cc: Thomas Mila <[email protected]> JOHN CHEVEDDEN... December 29, 2019 Office of Chief Counsel Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 . # 2 Rule 14a-8 Proposal AutoNation, Inc. (AN) Special Meeting John Chevedden Ladies and Gentlemen: This is in regard to the December 18, 2019 no-action request. Management omitted to discuss the meaning of the proposal in the context of the attached page from its 2019 proxy. This is to request that the Securities and Exchange Commission allow this resolution to stand and be voted upon in the 2019 proxy. Sincerely, ~---LL ~bn Chevedden cc: Thomas Mila <[email protected]> Table of Contents STOCK OWNERSHIP SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS The following table sets forth certain information as of February 20, 20 I 9 regarding beneficial owners of more than five percent of the outstanding shares of our common stock. Number of Shares Percent of Name and Ad~ss of Beneficial Owner Beneficially Owned Class(_!.)..-,, William H.~ III 20,329,879(2) One Microsoft Way, Redmond, WA 98052 ~,,,-- / ESL Investmen~ Inc. and related entities(3) 15,316,425(4) e~ 1170 Kane Concourse, Suite 200, Bay Harbor, FL 33154 The Vanguard Group 5,366,372(5) 6.0% I 00 Vanguard Blvd., Malvern, PA 19355 BlackRock, Inc. 5,318,363(6) 5.9% 55 East 52nd Street, New York, NY 10055 Victory Capital Management Inc. 5,310,429(7) 5.9% 4900 Tiedeman Rd. 4th Floor, Brooklyn, OH 44144 Artisan Partners Limited Partnership and related entities(8) 4,964,899(9) 5.5% 875 East Wisconsin Avenue, Suite 800, Milwaukee, WI 53202 (I) Based on 90,058,836 shares outstanding at February 20, 2019. (2) Based on a Schedule 13D/A filed with the SEC on December 17, 2018, the number of shares beneficially owned by Mr. Gates as ofFebruary 20, 2019 includes 18,431,162 shares held by Cascade Investment, L.L.C. ("Cascade") and 1,898,717 shares held by the Bill & Melinda Gates Foundation Trust (the "Trust"). All shares of our common stock held by Cascade may be deemed to be beneficially owned by Mr. Gates as the sole member of Cascade, and all shares of our common stock beneficially owned by the Trust may be deemed to be beneficially owned by Mr. Gates as a co-trustee of the Trust. Mr. Gates has sole voting power with respect to 18,431,162 shares and shared voting power with respect to 1,898,717 shares. The address of Cascade is 2365 Carillon Point, Kirkland, WA 98033, and the address of the Trust is 500 Fifth Avenue North, Seattle, WA 98119. (3) Includes ESL Partners, L.P. ("Partners"), RBS Partners, L.P. ("RBS"), ESL Investments, Inc. ("Investments"), The Lampert Foundation (the "Foundation"), and Edward S. Lampert. Partners, RBS, Investments, the Foundation, and Mr. Lampert are collectively referred to as the "ESL Entities." (4) Based on a Schedule 13D/A filed with the SEC on December 11, 2017 and a Form 4 filed with SEC on May 9, 2018, the total number of AutoNation shares beneficially owned by the ESL Entities consists of 3,613,023 shares held by Partners, 212,821 shares held by the Foundation, and 11,490,581 shares held by Mr.
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