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.
|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|