8-K
filed May 6, 2026, 7:59 PM ET
ticker ABG
CIK 0001144980
other material
confidence high
sentiment neutral
materiality 0.35
Asbury shareholders remove supermajority vote rules; reject special meeting proposal
ASBURY AUTOMOTIVE GROUP INC
- Amendment to charter and bylaws replacing 80% supermajority with majority vote approved: 16,612,986 for, 18,028 against.
- All 11 director nominees elected; e.g., Joel Alsfine 16,475,513 for, 157,433 withheld.
- Advisory say-on-pay approved: 16,161,591 for, 467,488 against.
- Ratification of Ernst & Young as auditor for 2026 approved: 17,705,139 for, 95,308 against.
- Stockholder proposal for special meetings rejected: 3,957,359 for, 12,668,959 against.
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 remove supermajority voting requirements by replacing 80% supermajority vote with majority vote in Section 8.01 of Article VIII (effective 2026-05-04).
- Change
- bylaw amendment
- Effective
- 2026-05-04
Exact text from the filing
(ii) Section 8.01 of Article VIII of the Company’s By-Laws were amended by replacing the 80% supermajority vote requirement with a majority vote requirement.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
ASBURY AUTOMOTIVE GROUP INC: Amended Certificate of Incorporation to remove supermajority voting requirements by replacing 80% supermajority vote with majority vote in Sections 6.04, 8.01, and 9.01 (effective 2026-05-04).
- Change
- charter amendment
- Effective
- 2026-05-04
Exact text from the filing
the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the "Charter") to remove all supermajority voting requirements.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
ASBURY AUTOMOTIVE GROUP INC shareholders approved Advisory resolution on the compensation of the Company's named executive officers at the 2026-05-04 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2026-05-04
Exact text from the filing
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 16,161,591 467,488 3,867 1,171,193
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
ASBURY AUTOMOTIVE GROUP INC shareholders approved Election of eleven director nominees named in the proxy statement at the 2026-05-04 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2026-05-04
Exact text from the filing
Proposal 1 The eleven 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 Joel Alsfine 16,475,513 157,433 1,171,193 Daniel E. Clara 16,536,203 96,743 1,171,193 B. Christopher DiSantis 16,609,028 23,918 1,171,193 William D. Fay 16,485,908 147,038 1,171,193 David W. Hult 16,416,679 216,267 1,171,193 Juanita T. James 16,337,251 295,695 1,171,193 Maureen F. Morrison 16,204,750 428,196 1,171,193 Shamla Naidoo 16,578,706 54,240 1,171,193 Thomas J. Reddin 16,432,423 200,523 1,171,193 Bridget Ryan-Berman 16,577,675 55,271 1,171,193 Hilliard C. Terry, III 16,520,704 112,242 1,171,193
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
ASBURY AUTOMOTIVE GROUP INC shareholders approved Amendment to the Amended and Restated Certificate of Incorporation to eliminate supermajority voting requirements at the 2026-05-04 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2026-05-04
Exact text from the filing
Proposal 4 The proposal to amend the Company’s Amended and Restated Certificate of Incorporation to eliminate the supermajority voting requirements was approved based on the following votes: FOR AGAINST ABSTAIN BROKER NON-VOTES 16,612,986 18,028 1,932 1,171,193
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
ASBURY AUTOMOTIVE GROUP INC shareholders approved Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026 at the 2026-05-04 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2026-05-04
Exact text from the filing
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, 2026 was approved based on the following votes: FOR AGAINST ABSTAIN 17,705,139 95,308 3,692
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
ASBURY AUTOMOTIVE GROUP INC shareholders rejected Stockholder proposal regarding special stockholder meetings at the 2026-05-04 meeting.
- Outcome
- failed
- Meeting
- 2026-05-04
Exact text from the filing
Proposal 5 The stockholder proposal regarding special stockholder meetings was not approved based on the following votes: FOR AGAINST ABSTAIN BROKER NON-VOTES 3,957,359 12,668,959 6,628 1,171,193
View on SEC.gov
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