Asbury Automotive Group Inc filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$ABG
Retail-Auto Dealers and Gas Stations
Consumer Discretionary
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): May 13, 2025
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
| (Commission File Number) | (IRS Employer Identification No.) | |||||||||||||
| (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:
Securities registered pursuant to Section 12(b) of the Act:
| Trading | ||||||||||||||
| Title of each class | Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 13, 2025, Asbury Automotive Group, Inc. (the "Company") held its 2025 annual meeting of stockholders. The Company’s stockholders voted on the following four proposals as set forth below.
Proposal 1
The ten director nominees named in the Company's proxy statement were elected, each to hold office until the 2026 annual meeting of stockholders and until their successors are duly elected and qualified, based upon the following votes:
| NOMINEE | FOR | WITHHELD | BROKER NON-VOTES | ||||||||||||||
| Thomas J. Reddin | 18,318,341 | 245,921 | 604,436 | ||||||||||||||
| Joel Alsfine | 18,502,234 | 62,028 | 604,436 | ||||||||||||||
| William D. Fay | 18,502,726 | 61,536 | 604,436 | ||||||||||||||
| David W. Hult | 18,527,379 | 36,883 | 604,436 | ||||||||||||||
| Juanita T. James | 18,292,704 | 271,558 | 604,436 | ||||||||||||||
| Philip F. Maritz | 18,352,721 | 211,541 | 604,436 | ||||||||||||||
| Maureen F. Morrison | 18,531,965 | 32,297 | 604,436 | ||||||||||||||
| Shamla Naidoo | 18,553,972 | 10,290 | 604,436 | ||||||||||||||
| Bridget Ryan-Berman | 18,503,821 | 60,441 | 604,436 | ||||||||||||||
| Hilliard C. Terry, III | 18,560,658 | 3,604 | 604,436 | ||||||||||||||
Proposal 2
The proposal to approve an advisory resolution on the compensation of the Company’s named executive officers was approved based on the following votes:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 18,119,983 | 440,255 | 4,024 | 604,436 | |||||||||||||||||
Proposal 3
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, 2025 was approved based on the following votes:
| FOR | AGAINST | ABSTAIN | ||||||||||||
| 19,103,572 | 63,100 | 2,026 | ||||||||||||
Proposal 4
The stockholder proposal regarding simple majority vote was approved based on the following votes:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 11,034,121 | 7,512,137 | 18,004 | 604,436 | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) 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) | ||||||||||
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: May 15, 2025 | By: | /s/ Dean A. Calloway | |||||||||
| Name: | Dean A. Calloway | ||||||||||
| Title: | Senior Vice President, General Counsel & Secretary | ||||||||||