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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): July 31, 2025
Avis Budget Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-10308 |
|
06-0918165 |
(State or Other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
|
379 Interpace Parkway
Parsippany, NJ |
|
07054 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(973) 496-4700
(Registrant’s telephone number, including
area code)
N/A
(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 (see General Instruction A.2.):
| ☐ | 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:
| Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange on Which
Registered |
| Common Stock, par value $0.01 |
|
CAR |
|
The Nasdaq Global Select Market |
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 3.03 |
Material Modification to Rights of Security Holders. |
As previously disclosed, on May 14, 2025, Avis Budget Group, Inc. (the
“Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, stockholders
approved, among other things, certain amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to (i)
revise the vote requirement for removal of directors, (ii) allocate the voting privileges over amendments solely affecting holders of
shares of preferred stock of the Company and (iii) provide for officer exculpation and make certain housekeeping changes (collectively,
the “Charter Amendments”). Detailed descriptions of the foregoing amendments were set forth in Proposals Six, Eight and Nine,
respectively, in the Company’s Definitive Proxy Statement for the Annual Meeting, filed with the Securities and Exchange Commission
on March 27, 2025 (the “Proxy Statement”), which descriptions are incorporated by reference herein. On July 31, 2025, the
Company filed with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation reflecting the
Charter Amendments (the “Amended and Restated Certificate”).
The foregoing description of the Charter Amendments does not purport to
be complete and is qualified in its entirety by reference to the Amended and Restated Certificate, which is attached hereto and is incorporated
herein by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
The following exhibits are filed as part of this report:
| Exhibit
No. |
|
Description |
| |
|
| 3.1 |
|
Amended and Restated Certificate of Incorporation of Avis Budget Group, Inc., dated as of July 31, 2025. |
| |
|
|
| 3.2 |
|
Amended and Restated Certificate of Incorporation of Avis Budget Group, Inc., dated as of July 31, 2025 (marked to show changes from prior version). |
| |
|
| 104 |
|
Cover 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 hereto duly authorized.
| |
AVIS BUDGET GROUP, INC. |
|
| |
|
|
|
| |
|
|
|
| |
By: |
/s/ Jean M. Sera |
|
| |
Name: |
Jean M. Sera |
|
| |
Title: |
Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary |
|
Date: July 31, 2025
