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AUTONATION, INC.

For the period ended Apr 28, 2026. Filed Mar 17, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 28, 2026 · Filed Mar 17, 2026

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AN$184.00-2.2%Stored close · as of Nov 6, 2026
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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 Registrantþ

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):

þNo 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 Materialsi
Proxy Statement1
Information About the Annual Meeting1
Board of Directors and Corporate Governance3
Directors3
Corporate Governance Guidelines and Codes of Ethics5
Insider Trading Policies and Procedures5
Corporate Governance Highlights5
Role of the Board and Board Structure6
Board Committees6
Director Independence9
Director Selection Process9
Certain Relationships and Related Party Transactions10
Board Compensation10
Stockholder Communications13
Stockholder Proposals and Nominations for the 2027 Annual Meeting13
Stock Ownership14
Security Ownership of Certain Beneficial Owners14
Security Ownership of Management15
Executive Compensation16
Compensation Committee Report16
Compensation Discussion and Analysis17
Compensation Tables29
Summary Compensation Table29
Grants of Plan-Based Awards31
Outstanding Equity Awards32
Option Exercises and Stock Vested33
Non-Qualified Deferred Compensation33
Potential Payments Upon Termination or Change in Control35
Pay Ratio41
Pay Versus Performance42
Audit Committee Report47
Items To Be Voted On49
Proposal 1: Election of Directors49
Proposal 2: Ratification of the Selection of Our Independent Registered Public Accounting Firm49
Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation51
Proposal 4: Approval of the AutoNation, Inc. 2026 Employee Equity and Incentive Plan52
Proposal 5: Stockholder Proposal60
Proposal 6: Stockholder Proposal62
Other Matters64
Attending the 2026 Annual Meeting of Stockholders64
Annex A — Reconciliation of Non-GAAP Financial MeasuresA-1
Annex B — AutoNation, Inc. 2026 Employee Equity and Incentive PlanB-1
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.