Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 31, 2012, David L. Koehler, Senior Vice President, Sales of AutoNation, Inc. (the "Company"), accepted a new position with the Company. Effective November 5, 2012, Mr. Koehler no longer serves as Senior Vice President, Sales and as an executive officer of the Company. He became the General Manager of the Company's AutoWay Toyota store in Pinellas Park, Florida on November 5, 2012.

Effective November 5, 2012, Mr. Koehler no longer receives the compensation awarded to him as Senior Vice President, Sales. While he is no longer entitled to the previously approved quarterly stock option grant scheduled for the first trading day of December 2012, Mr. Koehler's role as a General Manager will be considered continued employment for purposes of his outstanding equity awards. To the extent earned under the AutoNation, Inc. Senior Executive Incentive Bonus Plan and approved by the Company's Executive Compensation Subcommittee, Mr. Koehler will receive a pro-rated bonus for 2012 based on the amount of time he served as Senior Vice President, Sales in 2012. Effective November 5, 2012, Mr. Koehler is compensated as a General Manager with a General Manager pay plan.

---