Asbury Automotive appoints new director, lowers special meeting threshold, Maritz departing board

ASBURY AUTOMOTIVE GROUP INC

Christopher DiSantis appointed to Board effective March 1, 2026; will serve on Audit and Compensation Committees.
Philip Maritz, Board member since 2002, will not stand for re-election at the 2026 Annual Meeting (no disagreement).
Board amended by-laws to reduce special meeting request threshold from 50% to 25% of outstanding shares, effective January 29, 2026.
Board expands to 11 directors, of which 10 are independent (including DiSantis).

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

ASBURY AUTOMOTIVE GROUP INC: Amended By-Laws to lower threshold for stockholders to request special meeting from 50% to 25% and clarify procedures (effective 2026-01-29).

Change: bylaw amendment
Effective: 2026-01-29

Exact text from the filing

On and effective as of January 29, 2026, the Board amended the Company’s By-Laws (the “By-Laws”) regarding special stockholder meetings. Article II of the By-Laws has been amended to lower the threshold for stockholders to be able to request that the Board call a special meeting from 50% to 25% of all outstanding shares of the Company entitled to vote. The amendments also clarify the procedures to be followed by stockholders in order to properly call a special meeting of stockholders.

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Source: SEC EDGAR

accession 0001144980-26-000003

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