Source-grounded facts extracted from ASBURY AUTOMOTIVE GROUP INC's SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.
ASBURY AUTOMOTIVE GROUP INC shareholders rejected Stockholder proposal regarding special stockholder meetings at the 2026-05-04 meeting.
“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”
Shareholder Votes
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 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”
Shareholder Votes
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 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”
Shareholder Votes
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 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”
Shareholder Votes
ASBURY AUTOMOTIVE GROUP INC shareholders approved Election of eleven director nominees named in the proxy statement at the 2026-05-04 meeting.
“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”
Governance Changes
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).
“(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.”
Governance Changes
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).
“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.”
Daniel Clara was appointed as President and Chief Executive Officer at ASBURY AUTOMOTIVE GROUP INC.
“On May 4, 2026 (the “Transition Date”), the Company announced that it had entered into an employment agreement with Daniel Clara (the “Clara Agreement”) in connection with his promotion to President and Chief Executive Officer of the Company”
Earnings Releases
ASBURY AUTOMOTIVE GROUP INC reported first quarter 2026 results: revenue $4.1 billion, net income $188 million, EPS $9.87 per diluted share.
“Asbury Automotive Group Reports First Quarter Results • Revenue of $4.1 billion • Gross Profit of $727 million • Used Retail Gross Profit per Unit of $1,847, growth of 16% • EPS of $9.87 per diluted share; adjusted EPS, a non-GAAP measure, of $5.37 per diluted share • Net income of $188 million; adjusted net income, a non-GAAP measure, of $102 million • Repurchased approximately 678,000 shares for $147 million • Over 50% of stores converted to Tekion as of April 28, 2026”
Governance Changes
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).
“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.”
M&A Transactions
ASBURY AUTOMOTIVE GROUP INC completed an acquisition involving The Herb Chambers Companies (closed 2025-07-21).
“On July 21, 2025, Asbury Automotive Group, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial Report”) with the Securities and Exchange Commission (the “SEC”) to report the completion of the acquisition by Asbury Automotive Group, LLC (“Purchaser”), a Delaware limited liability company and a wholly-owned subsidiary of the Company, of substantially all of the assets, including real property and businesses of The Herb Chambers Companies, pursuant to a Purchase and Sale Agreement with various entities that comprise the Herb Chambers automotive dealerships group.”
Debt Financings
ASBURY AUTOMOTIVE GROUP INC incurred term loan of $546,528,750 with Wells Fargo Bank, National Association at SOFR plus 2% per annum or Base Rate plus 1% per annum maturing ten years from the initial funding date.
“On July 21, 2025, certain subsidiaries of Asbury Automotive Group, Inc. (the “Company”) borrowed $546,528,750 (the “Real Estate Facility”) under a real estate term loan credit agreement, dated as of July 21, 2025 (the “Real Estate Credit Agreement”) by and among the Company, certain of the Company’s subsidiaries that own or lease the real estate financed thereunder, as borrowers, Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, and the various financial institutions parties thereto, as lenders (the “Lenders”).”
M&A Transactions
ASBURY AUTOMOTIVE GROUP INC completed an acquisition involving The Herb Chambers Companies for aggregate net purchase price of approximately $1.45 billion, which includes $750 million for goodwill, approximately $610 million for the real estate and leaseh (closed 2025-07-21).
“On July 21, 2025, Asbury Automotive Group, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company, completed its previously announced acquisition of substantially all of the assets (the “Transaction”), including real property and businesses of The Herb Chambers Companies (collectively, the “Businesses”), pursuant to a Purchase and Sale Agreement with various entities that comprise the Herb Chambers automotive dealerships group for an aggregate net purchase price of approximately $1.45 billion, which includes $750 million for goodwill, approximately $610 million for the real estate and leasehold improvements, and approximately $85 million for new vehicles, used vehicles, service loaner vehicles, fixed assets, parts and supplies, which is net of non-manufacturer floorplan of $375 million.”
Shamla Naidoo was appointed as Director at ASBURY AUTOMOTIVE GROUP INC.
“appointed Shamla Naidoo to serve as a member of the Board effective January 1, 2025.”
Shareholder Votes
ASBURY AUTOMOTIVE GROUP INC shareholders approved Ratification of Ernst & Young LLP as independent registered public accounting firm at the 2024-05-14 meeting.
“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, 2024 was approved based on the following votes: FOR AGAINST ABSTAIN 19,463,132 97,574 3,800”
Shareholder Votes
ASBURY AUTOMOTIVE GROUP INC shareholders approved Advisory resolution on compensation of named executive officers at the 2024-05-14 meeting.
“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 18,833,316 149,610 6,223 575,357”
Shareholder Votes
ASBURY AUTOMOTIVE GROUP INC shareholders approved Election of nine director nominees at the 2024-05-14 meeting.
“Proposal 1 The nine director nominees named in the Company's proxy statement were elected, each to hold office until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified, based upon the following votes:”
Earnings Releases
ASBURY AUTOMOTIVE GROUP INC reported three months ended March 31, 2024 results: revenue $4.2 billion, net income $147 million, EPS $7.21 per diluted share.
“--- EX-99.1 (EX-99.1) --- Investors & Reporters May Contact: Joe Sorice Manager, Investor Relations (770) 418-8211 ir@asburyauto.com Asbury Automotive Group Reports Record $4.2 Billion in Revenue • Operating margin of 6.3% • EPS of $7.21 per diluted share • Parts and service revenue growth of 15%; parts and service gross profit growth of 18% • Repurchased”
George A. Villasana departed as Senior Vice President, Chief Legal Officer and Secretary at ASBURY AUTOMOTIVE GROUP INC.
“George A. Villasana, the Company’s Senior Vice President, Chief Legal Officer and Secretary will retire from those positions effective June 30, 2024.”
M&A Transactions
ASBURY AUTOMOTIVE GROUP INC completed an acquisition involving Jim Koons Dealerships / Jim Koons automotive dealerships group (closed 2023-12-11).
“On December 11, 2023, Asbury Automotive Group, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial Report”) with the Securities and Exchange Commission (the “SEC”) to report the completion of the acquisition by Asbury Automotive Group, LLC (“Purchaser”), a Delaware limited liability company and a wholly-owned subsidiary of Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), of substantially all of the assets, including all real property and businesses of the Jim Koons Dealerships (collectively, the “Businesses”) pursuant to a Purchase and Sale Agreement with various entities that comprise the Jim Koons automotive dealerships group (the “Transaction”).”
Earnings Releases
ASBURY AUTOMOTIVE GROUP INC reported full year 2023 results: net income $603 million, EPS $28.74 per diluted share.
“For the full year 2023, the Company reported net income of $603 million ($28.74 per diluted share) compared to $997 million ($44.61 per diluted share) in the prior year, a 36% decrease in EPS.”
Earnings Releases
ASBURY AUTOMOTIVE GROUP INC reported three months and year ended December 31, 2023 results: revenue $3.8 billion, net income $56 million, EPS $2.70 per diluted share.
“& Reporters May Contact: Joe Sorice Manager, Investor Relations (770) 418-8211 ir@asburyauto.com Asbury Automotive Group Reports Fourth Quarter Financial Results • Revenue of $3.8 billion • Completed acquisition of Jim Koons Automotive Companies, the ninth-largest privately-owned dealership group in the U.S., with over $3 billion in annual revenue • Gross profit”
M&A Transactions
ASBURY AUTOMOTIVE GROUP INC completed an acquisition involving Jim Koons Dealerships for approximately $1.2 billion (closed 2023-12-11).
“and Sale Agreement with various entities that comprise the Jim Koons automotive dealerships group (the “Transaction”) for an aggregate net purchase price of approximately $1.2 billion, which includes $740 million for goodwill, approximately $420 million for the real estate and leasehold improvements and approximately $70 million for new vehicles, used”
Earnings Releases
ASBURY AUTOMOTIVE GROUP INC reported the three and nine months ended September 30, 2023 results: revenue $3.7 billion, net income $169 million, EPS $8.19 per diluted share.
“Reporters May Contact: Joe Sorice Manager, Investor Relations (770) 418-8211 ir@asburyauto.com Asbury Automotive Group Reports Third Quarter 2023 Financial Results • Revenue of $3.7 billion • Gross profit of $674 million • SG&A as a percentage of gross profit of 58.2%; adjusted SG&A as a percentage of gross profit, a non-GAAP measure, of 58.4% • Operating margin of”
Debt Financings
ASBURY AUTOMOTIVE GROUP INC incurred revolving credit with Bank of America, N.A., as administrative agent at Daily Simple SOFR plus 1.40% or the Base Rate plus 0.40% maturing October 20, 2028.
“Applicable Rate means with respect to the Revolving Credit Facility, a range from 1.00% to 2.00% for Daily Simple SOFR loans and 0.15% to 1.00% for Base Rate loans, in each case based on the Company's consolidated total lease adjusted leverage ratio.”
Debt Financings
ASBURY AUTOMOTIVE GROUP INC incurred credit facility with Bank of America, N.A., as administrative agent at Daily Simple SOFR plus 1.10% maturing October 20, 2028.
“The 2023 Senior Credit Facility provides for the following, in each case subject to limitations on availability as set forth therein: • a $500.0 million revolving credit facility (the “Revolving Credit Facility”); • a $1,925.0 million new vehicle revolving floorplan facility (the “New Vehicle Floorplan Facility”); and • a $375.0 million used vehicle revolving floorplan facility (the “Used Vehicle Floorplan Facility”).”
Material Agreements
ASBURY AUTOMOTIVE GROUP INC amended 2023 Senior Credit Facility with Bank of America, N.A. and the other lenders party thereto (effective 2023-10-20).
“On October 20, 2023, Asbury Automotive Group Inc. (the “Company”) and certain of its subsidiaries entered into a fourth amended and restated credit agreement with Bank of America, N.A. (“Bank of America”), as administrative agent, and the other lenders party thereto (the “2023 Senior Credit Facility”).”
Material Agreements
ASBURY AUTOMOTIVE GROUP INC entered into Transaction Agreement with Jim Koons Dealerships valued at approximately $1.2 billion (effective 2023-09-07).
“On September 7, 2023, Asbury Automotive Group, L.L.C. (“Purchaser”), a Delaware limited liability company and a wholly-owned subsidiary of Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), entered into a Purchase and Sale Agreement (the “Transaction Agreement”) with various entities that comprise the Jim Koons automotive dealerships group (the “Jim Koons Dealerships”).”
Earnings Releases
ASBURY AUTOMOTIVE GROUP INC reported the three and six months ended June 30, 2023 results: revenue $3.7 billion, net income $196 million, EPS $9.34 per diluted share.
“Reporters May Contact: Joe Sorice Manager, Investor Relations (770) 418-8211 ir@asburyauto.com Asbury Automotive Group Reports Second Quarter 2023 Financial Results • Revenue of $3.7 billion • Gross profit of $713 million • SG&A as a percentage of gross profit of 57.3%; adjusted SG&A as a percentage of gross profit, a non-GAAP measure, of 57.0% • Operating margin of”
Shareholder Votes
ASBURY AUTOMOTIVE GROUP INC shareholders approved Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023 at the 2023-05-09 meeting.
“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: FOR AGAINST ABSTAIN 20,849,511 65,113 3,260”
Shareholder Votes
ASBURY AUTOMOTIVE GROUP INC shareholders approved Advisory vote on the frequency of future advisory votes on executive compensation at the 2023-05-09 meeting.
“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: 1 YEAR 2 YEAR 3 YEAR ABSTAIN BROKER NON-VOTES 19,666,263 13,730 522,933 4,735 711,197”
Shareholder Votes
ASBURY AUTOMOTIVE GROUP INC shareholders approved Advisory resolution on the compensation of the Company's named executive officers at the 2023-05-09 meeting.
“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 20,076,298 125,654 4,735 711,197”
Shareholder Votes
ASBURY AUTOMOTIVE GROUP INC shareholders approved Election of nine director nominees named in the proxy statement at the 2023-05-09 meeting.
“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: NOMINEE FOR WITHHELD BROKER NON-VOTES Thomas J. Reddin 20,061,178 145,509 711,197 Joel Alsfine 20,127,164 79,523 711,197 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 Bridget Ryan-Berman 20,115,107 91,580 711,197 Hilliard C. Terry, III 20,143,120 63,567 711,197”
Earnings Releases
ASBURY AUTOMOTIVE GROUP INC reported first quarter 2023 results: revenue $3.6 billion, net income $181 million, EPS $8.37 per diluted share.
“• Revenue of $3.6 billion • Gross profit of $696 million • SG&A as a percentage of gross profit of 57.9% • Operating margin of 7.7% • Net income of $181 million • EPS of $8.37 per diluted share”
Earnings Releases
ASBURY AUTOMOTIVE GROUP INC reported year ended December 31, 2022 results: revenue $15.4 billion, net income $997 million, EPS $44.61.
“• Net income, inclusive of gains on dealership divestitures, net, of $353 million (+151%) in the fourth quarter and $997 million (+87%) for the full year • Adjusted net income, a non-GAAP measure, of $202 million (+24%) in the fourth quarter and $842 million (+54%) for the full year • Adjusted EBITDA, a non-GAAP measure, of $319 million (+29%) in the fourth quarter and $1.3 billion (+61%) for the year • EPS of $15.95 per diluted share (+148%) in the fourth quarter and $44.61 per diluted share (+68%) for the full year • Adjusted EPS, a non-GAAP measure, of $9.12 per diluted share (+22%) in the fourth quarter and $37.66 per diluted share (+38%) for the full year • Revenue of $3.7 billion (+40%) in the fourth quarter and $15.4 billion (+57%) for the full year • Gross profit of $738 million (+36%) in the fourth quarter and $3.1 billion (+63%) for the full year • Operating margin of 8.2% in the fourth quarter and 8.2% for the year; Adjusted operating margin, a non-GAAP measure, of 8.2% in t”
Earnings Releases
ASBURY AUTOMOTIVE GROUP INC reported three months ended December 31, 2022 results: revenue $3.7 billion, net income $353 million, EPS $15.95.
“• Net income, inclusive of gains on dealership divestitures, net, of $353 million (+151%) in the fourth quarter and $997 million (+87%) for the full year • Adjusted net income, a non-GAAP measure, of $202 million (+24%) in the fourth quarter and $842 million (+54%) for the full year • Adjusted EBITDA, a non-GAAP measure, of $319 million (+29%) in the fourth quarter and $1.3 billion (+61%) for the year • EPS of $15.95 per diluted share (+148%) in the fourth quarter and $44.61 per diluted share (+68%) for the full year • Adjusted EPS, a non-GAAP measure, of $9.12 per diluted share (+22%) in the fourth quarter and $37.66 per diluted share (+38%) for the full year • Revenue of $3.7 billion (+40%) in the fourth quarter and $15.4 billion (+57%) for the full year • Gross profit of $738 million (+36%) in the fourth quarter and $3.1 billion (+63%) for the full year • Operating margin of 8.2% in the fourth quarter and 8.2% for the year; Adjusted operating margin, a non-GAAP measure, of 8.2% in t”
Nathan Briesemeister was appointed as Vice President, Chief Accounting Officer & Controller at ASBURY AUTOMOTIVE GROUP INC.
“Nathan Briesemeister, age 50, has been appointed to serve as Vice President, Chief Accounting Officer & Controller of the Company, effective November 7, 2022.”
William Stax resigned as Vice President, Controller and Chief Accounting Officer at ASBURY AUTOMOTIVE GROUP INC.
“Mr. William Stax had provided notice of his intention to resign as Vice President, Controller and Chief Accounting Officer of the Company effective on May 13, 2022.”
William Stax resigned as Vice President, Controller and Chief Accounting Officer at ASBURY AUTOMOTIVE GROUP INC.
“On March 17, 2022, Mr. William Stax provided notice of his intention to resign as Vice President, Controller and Chief Accounting Officer of Asbury Automotive Group, Inc. effective on May 13, 2022 in order to relocate out of state and be closer to his family.”
Hilliard C. Terry, III was appointed as Director at ASBURY AUTOMOTIVE GROUP INC.
“On February 22, 2022, the Board of Directors (the “Board”) of Asbury Automotive Group, Inc. (the “Company”), upon the recommendation of the Governance & Nominating Committee, appointed Hilliard C. Terry, III to serve as a member of the Board effective February 22, 2022.”
William Stax changed role as Vice President, Corporate Controller & Chief Accounting Officer at ASBURY AUTOMOTIVE GROUP INC.
“replacing William Stax, who has been serving as interim principal financial officer. Mr. Stax will continue to serve as Vice President, Corporate Controller & Chief Accounting Officer of the Company.”
Michael Welch was appointed as Senior Vice President & Chief Financial Officer at ASBURY AUTOMOTIVE GROUP INC.
“On July 5, 2021, the Board of Directors of Asbury Automotive Group, Inc. (the "Company") appointed Michael Welch, age 46, to serve as Senior Vice President & Chief Financial Officer of the Company, effective August 9, 2021.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.