SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 24, 2021
Asbury Automotive Group, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
|(Commission File Number)|| ||(IRS Employer Identification No.)|
|2905 Premiere Parkway NW Suite 300|
|(Address of principal executive offices)||(Zip Code)|
(Registrant's telephone number, including area code)
(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:
|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 June 24, 2021, Mr. Patrick J. Guido, Senior Vice President and Chief Financial Officer of Asbury Automotive Group, Inc. (the "Company"), provided notice of his decision to resign from the Company effective immediately for personal reasons. In connection with his separation, Mr. Guido will be eligible to receive the severance payments and other benefits, which he otherwise would have been entitled to receive upon an involuntary termination, in exchange for a general release and compliance with restrictive covenants, each as described in the severance pay agreement, dated as of May 11, 2020, between the Company and Mr. Guido, which was previously filed with the U.S. Securities and Exchange Commission as Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
The Company has commenced a national search for the Chief Financial Officer position. Mr. William Stax, Vice President, Corporate Controller and Chief Accounting Officer (“CAO”) of the Company, was appointed to serve as interim Principal Financial Officer of the Company effective June 25, 2021. Mr. Stax will continue to serve as Corporate Controller and CAO during his tenure as interim Principal Financial Officer.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are furnished as part of this report.
|Exhibit No.|| ||Description|
| ||Press Release of Asbury Automotive Group, Inc., dated June 28, 2021.|
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: June 28, 2021||By:||/s/ George A Villasana|
|Name:||George A. Villasana|
|Title:||Senior Vice President, Chief Legal Officer & Secretary|
Investors & Reporters May Contact:
VP & Treasurer
Asbury Automotive Group Announces
Departure of Patrick J. Guido as CFO
DULUTH, GA, June 28, 2021 - Asbury Automotive Group, Inc. (NYSE: ABG) (“Asbury” or the “Company”), one of the largest automotive retail and service companies in the U.S., today announced that Patrick J. Guido provided notice of his decision to resign from the position of Senior Vice President & Chief Financial Officer of the Company effective June 24, 2021 for personal reasons. David W. Hult, Asbury’s President & Chief Executive Officer, said “We thank PJ Guido for his service to Asbury and leading the finance team.” Guido said “I would like to thank David and the Board for the opportunity to have served as CFO and wish the Company and my former colleagues well in the future.” The Company also announced that William Stax, Vice President, Corporate Controller & Chief Accounting Officer of the Company, was appointed as interim Principal Financial Officer effective June 25, 2021 while the Company conducts a search for a new Chief Financial Officer.
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 91 dealerships, consisting of 112 franchises, representing 31 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.