0001144980false00011449802021-01-272021-01-27

 

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): January 27, 2021 

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:

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Trading

Title of each class

Symbol(s)

Name of each exchange on which registered

Common stock, $0.01 par value per share

ABG

New York Stock Exchange

---

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 ☐

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. ☐

    

---

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

On January 27, 2021, the Board of Directors (the “Board”) of Asbury Automotive Group, Inc. (the “Company”), upon the recommendation of the Governance & Nominating Committee, appointed William D. Fay to serve as a member of the Board effective January 28, 2021. The appointment of Mr. Fay will bring the total number of Company Directors to nine, eight of whom are independent. The Board has appointed Mr. Fay to the Audit Committee and the Capital Allocation & Risk Management Committee also effective January 28, 2021.

Mr. Fay will participate in the Company’s non-employee director compensation program, which is described in the Company’s Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 19, 2020, as may be amended from time to time by the Board of Directors. Pursuant to the non-employee director compensation program, Mr. Fay will receive a pro-rata grant of restricted shares of common stock of the Company with a value of $125,000 (pro-rated from $135,000) for the equity portion of his compensation on the date immediately following the release of the Company’s fourth quarter earnings results. Mr. Fay also will enter into the Company’s standard indemnification agreement for directors.

A copy of the press release announcing the appointment of Mr. William D. Fay to the Board 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
99.1						Press Release dated February 1, 2021
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

---

SIGNATURE

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: February 1, 2021			By:						/s/    George A Villasana
			Name:						George A. Villasana
			Title:						Senior Vice President, General Counsel & Secretary

---