UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 6, 2018 (November 1, 2018)
Asbury Automotive Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
001-31262 | 01-0609375 | |||
(Commission File Number) | (IRS Employer Identification No.) | |||
2905 Premiere Parkway NW Suite 300 Duluth, GA | 30097 | |||
(Address of principal executive offices) | (Zip Code) | |||
(770) 418-8200
(Registrant's telephone number, including area code)
None
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 1, 2018, the Board of Directors (the “Board”) of Asbury Automotive Group, Inc. (the “Company”), upon the recommendation of the Governance & Nominating Committee, appointed Maureen Morrison to serve as a member of the Company’s Board of Directors, effective January 1, 2019. The appointment of Ms. Morrison will bring the total number of Company Directors to ten, nine of whom are independent. The Board has appointed Ms. Morrison to the Audit Committee and to the Capital Allocation & Risk Management Committee, also effective January 1, 2019.
Ms. Morrison will receive the same compensation as the Company’s other non-employee directors, which is described in the Company’s Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 15, 2018, as may be amended from time to time by the Board of Directors. Ms. Morrison will also enter into the Company’s standard indemnification agreement for directors.
On November 6, 2018, the Company issued a press release announcing the election of Ms. Maureen Morrison to the Board. A copy of the Company’s press release is attached hereto as Exhibit 99.1 to this Current Report and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are furnished as part of this report.
Exhibit No. | Description | ||
Press Release dated November 6, 2018. | |||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ASBURY AUTOMOTIVE GROUP, INC. | |||
Date: November 6, 2018 | By: | /s/ George A. Villasana | |
Name: | George A. Villasana | ||
Title: | Senior Vice President, General Counsel and Secretary | ||
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Press Release dated November 6, 2018. | |
Exhibit 99.1
Investors & Reporters May Contact:
Matt Pettoni
VP of Finance & Treasurer
(770) 418-8219
ir@asburyauto.com
ASBURY AUTOMOTIVE GROUP ELECTS NEW DIRECTOR TO ITS BOARD
Maureen Morrison’s Extensive Background Provides Asbury Automotive Group with Additional Expertise in Audit and Finance
DULUTH, GA, November 6, 2018 - Asbury Automotive Group, Inc. (NYSE: ABG) (“Asbury” or the “Company”), one of the largest automotive retail and service companies in the U.S., announced today the appointment of Maureen Morrison to its Board of Directors effective January 1, 2019. The Board has appointed Ms. Morrison to the Audit Committee and the Capital Allocation & Risk Management Committee, also effective January 1, 2019. Ms. Morrison’s election brings the total number of directors to ten, nine of whom are independent. Ms. Morrison’s highly accomplished career includes more than 35 years at PricewaterhouseCoopers where she was recently an audit partner and a senior executive leader for the Atlanta technology audit practice.
“Ms. Morrison brings diverse experience and a unique perspective to the Asbury Board,” said Board Chairman, Tom DeLoach. “Her proven record of leadership and financial expertise makes her a valuable new addition to the board. And Asbury Automotive Group will benefit from her counsel.”
“With Ms. Morrison’s appointment to the board, we believe Asbury Automotive Group is in a stronger position for transformational growth and success,” said David Hult, CEO of Asbury Automotive Group. “Ms. Morrison brings to the board the financial and audit knowledge and expertise to execute on our strategic initiatives. Her added experience in technology will be an asset to us as we continue to apply technology in providing best-in-class guest experiences and work to bring innovations to the automotive retail industry.”
During her career, Ms. Morrison worked with several prominent multibillion-dollar, global technology corporations as their audit partner during periods of rapid growth and business transformation. She is also a highly respected financial and accounting expert who has advised several Audit Committees of midcap public companies, private equity-backed entities and Fortune 500 companies. She currently serves as an Independent Director and Audit Committee chair of Safeguard Scientifics, Inc., a private equity and venture capital firm. In addition, she currently serves as an Independent Director and member of the Audit Committee and Nominating and Corporate Governance Committee of ePlus inc., an information technology solutions provider. Ms. Morrison is also a non-profit board member of the Education Committee for The Alliance Theatre (Woodruff Arts Center) in Atlanta.
About Asbury Automotive Group, Inc.
Asbury Automotive Group, Inc. ("Asbury"), a Fortune 500 company headquartered in Duluth, Ga., is one of the largest automotive retailers in the U.S. Asbury currently operates 83 dealerships, consisting of 97 franchises, representing 29 domestic and foreign brands of vehicles. Asbury also operates 25 collision repair centers. Asbury offers customers an extensive range of automotive products and services, including new and used vehicle sales and related financing and insurance, vehicle maintenance and repair services, replacement parts and service contracts.