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Asbury Automotive (NYSE: ABG) shareholders back charter change and elect full board

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Asbury Automotive Group, Inc. reported results of its 2026 annual stockholder meeting and related governance changes. Stockholders approved an amendment to the company’s Amended and Restated Certificate of Incorporation to remove 80% supermajority voting requirements and replace them with a simple majority standard in specified Charter and By-Law sections.

All eleven director nominees were elected with approximately 16.2–16.6 million votes cast in favor for each nominee, with 1,171,193 broker non-votes recorded. Stockholders also approved the advisory resolution on executive compensation and ratified Ernst & Young LLP as independent auditor for the year ending December 31, 2026. A stockholder proposal regarding special stockholder meetings did not pass.

Positive

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Negative

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Insights

Asbury shifts from supermajority rules to simple majority voting, modestly strengthening stockholder influence.

Asbury Automotive Group stockholders approved amendments eliminating 80% supermajority voting thresholds in specified Charter and By-Law provisions, moving to a majority-vote standard. This simplifies how key governance changes can be approved and aligns with common large-cap governance practices.

The same meeting re-elected all eleven directors and backed the advisory say-on-pay proposal, indicating broad support for current leadership and compensation programs. Ratification of Ernst & Young LLP as auditor for the year ending December 31, 2026 continues an established audit relationship, while the failure of the special-meetings stockholder proposal shows limited appetite for additional stockholder meeting rights at this time.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Charter amendment vote for 16,612,986 votes Proposal 4 to eliminate supermajority voting requirements
Charter amendment vote against 18,028 votes Proposal 4 to eliminate supermajority voting requirements
Say-on-pay votes for 16,161,591 votes Advisory resolution on executive compensation
Auditor ratification votes for 17,705,139 votes Ratification of Ernst & Young LLP for year ending December 31, 2026
Special meetings proposal votes for 3,957,359 votes Stockholder proposal on special stockholder meetings (not approved)
Broker non-votes 1,171,193 votes Recorded on multiple proposals at 2026 annual meeting
Highest director votes for 16,609,028 votes Election of director nominee B. Christopher DiSantis
supermajority voting requirements financial
"to remove all supermajority voting requirements"
Amended and Restated Certificate of Incorporation regulatory
"approved an amendment to the Company’s Amended and Restated Certificate of Incorporation"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
broker non-votes financial
"BROKER NON-VOTES 16,475,513 157,433 1,171,193"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory resolution on the compensation financial
"The proposal to approve an advisory resolution on the compensation of the Company’s named executive officers"
independent registered public accounting firm regulatory
"ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Understanding 8-K Material Events →
0001144980false12/3100011449802026-05-042026-05-04

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 4, 2026 
Asbury Automotive Group, Inc.
(Exact name of registrant as specified in its charter)  
Delaware
(State or other jurisdiction of incorporation)  
001-31262 01-0609375
(Commission File Number) (IRS Employer Identification No.)
6655 Peachtree Dunwoody Road
Atlanta,GA 30328
(Address of principal executive offices)(Zip Code)
 
(770) 418-8200
(Registrant's telephone number, including area code)
None
(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:
Trading
Title of each classSymbol(s)Name of each exchange on which registered
Common stock, $0.01 par value per shareABGNew 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described in Item 5.07 below, on May 4, 2026 at the 2026 Annual Meeting of the Stockholders of Asbury Automotive Group, Inc. (the “Company”), 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. Contingent upon stockholder approval of this proposal, the Company’s Board of Directors had previously adopted a resolution to remove the supermajority voting requirements within the Company’s By-Laws. Specifically, (i) Section 6.04 of Article VI, Section 8.01 of Article VIII, and Section 9.01 of Article IX of the Company’s Charter, and (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. The foregoing description of the Charter and By-Laws amendments are qualified in its entirety by reference to the full text of the Charter and By-Laws, copies of which are attached hereto as Exhibit 3.1 and 3.2, respectively, and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 4, 2026, the Company held its 2026 Annual Meeting of the Stockholders. The Company’s stockholders voted on the following five proposals as set forth below.
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:
NOMINEEFORWITHHELDBROKER NON-VOTES
Joel Alsfine16,475,513157,4331,171,193
Daniel E. Clara16,536,20396,7431,171,193
B. Christopher DiSantis16,609,02823,9181,171,193
William D. Fay16,485,908147,0381,171,193
David W. Hult16,416,679216,2671,171,193
Juanita T. James16,337,251295,6951,171,193
Maureen F. Morrison16,204,750428,1961,171,193
Shamla Naidoo16,578,70654,2401,171,193
Thomas J. Reddin16,432,423200,5231,171,193
Bridget Ryan-Berman16,577,67555,2711,171,193
Hilliard C. Terry, III16,520,704112,2421,171,193

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:
FORAGAINSTABSTAINBROKER NON-VOTES
16,161,591467,4883,8671,171,193

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:
FORAGAINSTABSTAIN
17,705,13995,3083,692




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:

FORAGAINSTABSTAINBROKER NON-VOTES
16,612,98618,0281,9321,171,193
Proposal 5
The stockholder proposal regarding special stockholder meetings was not approved based on the following votes:

FORAGAINSTABSTAINBROKER NON-VOTES
3,957,35912,668,9596,6281,171,193
Item 9.01 Financial Statements and Exhibits.
(d)    Exhibits.
 
The following exhibits are furnished as part of this report.
Exhibit No.  Description
3.1
Amended and Restated Certificate of Incorporation of Asbury Automotive Group, Inc.
3.2
By-Laws of Asbury Automotive Group, Inc.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
 


SIGNATURE
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: May 6, 2026By:/s/ Dean A. Calloway
Name:Dean A. Calloway
Title:Senior Vice President, General Counsel & Secretary


Source: View Original Filing on SEC EDGAR

FAQ

What governance change did Asbury Automotive Group (ABG) stockholders approve?

Stockholders approved eliminating 80% supermajority voting requirements in specified Charter and By-Law provisions, replacing them with a simple majority vote standard. This makes it easier for stockholders to approve certain corporate governance changes using ordinary majority support rather than a very high threshold.

Which director nominees were elected at Asbury Automotive Group (ABG)'s 2026 annual meeting?

All eleven director nominees were elected, including Joel Alsfine, David W. Hult, and others, each receiving about 16.2–16.6 million votes in favor. Each nominee will serve until the 2026 annual meeting of stockholders and until a successor is duly elected and qualified.

How did Asbury Automotive Group (ABG) stockholders vote on executive compensation?

Stockholders approved the advisory resolution on executive compensation, with 16,161,591 votes for, 467,488 against, 3,867 abstentions, and 1,171,193 broker non-votes. This non-binding vote indicates broad support for the company’s named executive officer compensation program as currently structured.

Was the auditor ratification proposal approved by Asbury Automotive Group (ABG) stockholders?

Yes, Ernst & Young LLP was ratified as independent auditor for the year ending December 31, 2026, receiving 17,705,139 votes for, 95,308 against, and 3,692 abstentions. This confirms stockholder backing for continuing the company’s existing external audit relationship for the upcoming fiscal year.

What happened to the Asbury Automotive Group (ABG) stockholder proposal on special meetings?

The stockholder proposal on special stockholder meetings was not approved, receiving 3,957,359 votes for, 12,668,959 against, 6,628 abstentions, and 1,171,193 broker non-votes. The result means the company’s existing rules regarding when special stockholder meetings can be called remain unchanged.

When did Asbury Automotive Group (ABG) hold its 2026 annual meeting and what key items were decided?

The 2026 annual meeting was held on May 4, 2026. Stockholders elected eleven directors, approved say-on-pay, ratified Ernst & Young LLP as auditor for 2026, amended the Charter to remove supermajority voting requirements, and rejected a stockholder proposal on special stockholder meetings.

Filing Exhibits & Attachments

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