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): March 17, 2022
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.
As previously reported by Asbury Automotive Group, Inc. (the “Company”) on its Current Report on Form 8-K filed with the Securities and Exchange Commission on March 18, 2022 (the “Form 8-K”), the Company announced that Mr. William Stax had provided notice of his intention to resign as Vice President, Controller and Chief Accounting Officer of the Company effective on May 13, 2022. The Company is filing this Amendment No. 1 to the Form 8-K to disclose that on May 16, 2022, the Company and Mr. Stax entered into a Transition and Financial Consulting Agreement (the “Consulting Agreement”) pursuant to which Mr. Stax would provide consulting services to the Company for a term commencing on May 16, 2022 through October 31, 2022 (the "Term") in order to ensure an orderly transition of his duties following his resignation (the "Consulting Services"). Under the Consulting Agreement, in exchange for the Consulting Services, Mr. Stax would receive an aggregate of $200,000 payable as follows: (a) 5 payments of $20,000 payable over the course of the Term and, (b) conditioned upon the receipt of a general release in favor of the Company, a lump sum payment of $100,000 at the end of the Term. The foregoing description of the Consulting Agreement is not complete and is qualified in its entirety by reference to the Consulting Agreement, which the Company intends to file as an exhibit to the Company’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2022.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are furnished as part of this report.
|Exhibit No.|| ||Description|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
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: May 16, 2022||By:|| ||/s/ George A Villasana|
|Name:|| ||George A. Villasana|
|Title:|| ||Senior Vice President, Chief Legal Officer & Secretary|