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): May 9, 2023
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 5.07 Submission of Matters to a Vote of Security Holders.
On May 9, 2023, Asbury Automotive Group, Inc. (the "Company") held its 2023 annual meeting of stockholders. The results of the matters upon which the stockholders voted are set forth below.
The nine director nominees named in the Company's proxy statement were elected, each to hold office until the 2024 annual meeting of stockholders and until their successors are duly elected and qualified, based upon the following votes:
|Thomas J. Reddin||20,061,178||145,509||711,197|
|William D. Fay||20,149,161||57,526||711,197|
|David W. Hult||20,149,136||57,551||711,197|
|Juanita T. James||19,768,275||438,412||711,197|
|Philip F. Maritz||20,000,163||206,524||711,197|
|Maureen F. Morrison||20,110,417||96,270||711,197|
|Hilliard C. Terry, III||20,143,120||63,567||711,197|
The proposal to approve an advisory resolution on the compensation of the Company’s named executive officers was approved based on the following votes:
The "1 year" option for the advisory vote on the frequency of future advisory votes on executive compensation was approved based on the following votes:
With respect to Proposal 3, the Company has determined that it will continue to hold an advisory vote to approve the compensation of its named executive officers every year until the next required advisory vote on the frequency of the advisory vote on executive compensation.
The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 was approved based on the following votes:
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 11, 2023||By:||/s/ George A Villasana|
|Name:||George A. Villasana|
|Title:||Senior Vice President, Chief Legal Officer & Secretary|