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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): May 13, 2025

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.)

2905 Premiere Parkway NW Suite 300

Duluth,

GA

30097

(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 class

Symbol(s)

Name of each exchange on which registered

Common stock, $0.01 par value per share

ABG

New York Stock Exchange

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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. ☐

    

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Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 13, 2025, Asbury Automotive Group, Inc. (the "Company") held its 2025 annual meeting of stockholders. The Company’s stockholders voted on the following four proposals as set forth below.

Proposal 1

The ten 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
Thomas J. Reddin			18,318,341						245,921						604,436
Joel Alsfine			18,502,234						62,028						604,436
William D. Fay			18,502,726						61,536						604,436
David W. Hult			18,527,379						36,883						604,436
Juanita T. James			18,292,704						271,558						604,436
Philip F. Maritz			18,352,721						211,541						604,436
Maureen F. Morrison			18,531,965						32,297						604,436
Shamla Naidoo			18,553,972						10,290						604,436
Bridget Ryan-Berman			18,503,821						60,441						604,436
Hilliard C. Terry, III			18,560,658						3,604						604,436

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
18,119,983						440,255						4,024						604,436

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, 2025 was approved based on the following votes:

FOR						AGAINST						ABSTAIN
19,103,572						63,100						2,026

Proposal 4

The stockholder proposal regarding simple majority vote was approved based on the following votes:

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
11,034,121						7,512,137						18,004						604,436

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

The following exhibits are furnished as part of this report.

			Exhibit No.						Description
			104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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 15, 2025			By:						/s/ Dean A. Calloway
			Name:						Dean A. Calloway
			Title:						Senior Vice President, General Counsel & Secretary