AUTONATION INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

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Securities Exchange Act of 1934

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NOTICE OF THE 2024 ANNUAL MEETING OF STOCKHOLDERS

To Stockholders of AutoNation, Inc.:

The 2024 Annual Meeting of Stockholders of AutoNation, Inc. will be held in a virtual format only, on Wednesday, April 24, 2024, at 8:00 a.m. Eastern Time for the following purposes as more fully described in the proxy statement:

(1) To elect the eight 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 2024;

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

(4) To approve and adopt an Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation;

(5) To approve the AutoNation, Inc. 2024 Non-Employee Director Equity Plan;

(6) To consider a stockholder proposal, if properly presented at the Annual Meeting; and

(7) 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 4, 2024, 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 2024 Annual Meeting, please log in to www.virtualshareholdermeeting.com/AN2024 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 14, 2024

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