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: 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.”
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.