Asbury Automotive Group, Inc. (NYSE:ABG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 9.01

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 22, 2017, Asbury Automotive Group, Inc. (“the “Company”) announced that Craig T. Monaghan, the Company’s President and Chief Executive Officer, will retire from those positions effective December 31, 2017.

In connection with Mr. Monaghan’s retirement, David W. Hult, age 51, who has served as the Company’s Executive Vice President and Chief Operating Officer since November 2014, has been appointed by the Company’s Board of Directors (the “Board”) to serve as the Company’s President and Chief Executive Officer, effective January 1, 2018.

Also in connection with Mr. Hult’s appointment, and effective January 1, 2018, the size of the Board will be increased to 10 members, and Mr. Hult will be elected to the Board to serve for a term expiring at the Company’s 2018 annual meeting of stockholders or until his successor is duly elected and qualified. As an employee of the Company, Mr. Hult will not receive a retainer or any other fees for service on the Board.

In connection with his appointment as President and Chief Executive Officer, the Company and Mr. Hult have entered into the First Amendment to Employment Agreement (the “Amendment”), dated as of August 21, 2017. to the terms thereof, effective January 1, 2018, Mr. Hult’s annual base salary will be increased to $1,000,000, and he will become eligible for a target annual bonus equal to 125% of his annual base salary. Mr. Hult will also be eligible for annual grants of equity or other long-term incentive awards.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

In connection with Mr. Monaghan’s retirement, the Company and Mr. Monaghan have entered into a Transition and Separation Agreement (the “Transition Agreement”), dated as of August 21, 2017. to the terms of the Transition Agreement, Mr. Monaghan will: (i) retire from the positions of President and Chief Executive Officer effective December 31, 2017; (ii) serve as Vice Chairman of the Board from January 1, 2018 until the date of the Company’s 2018 annual meeting of stockholders, at which date he will retire from, and not seek reelection to, the Board; and (iii) serve as a non-executive Special Advisor to the Company from January 1, 2018 until April 30, 2019 (the “Transition Period”), for which service he will receive a monthly base salary of $50,000 and, upon expiration of the Transition Period, a lump-sum payment of $200,000. Mr. Monaghan's existing equity awards will continue to vest in accordance with their terms during the Transition Period.

The foregoing description of the Transition Agreement is qualified in its entirety by reference to the Transition Agreement, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference. A copy of the press release issued by the Company announcing the foregoing is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

The following exhibits are furnished as part of this report.

ASBURY AUTOMOTIVE GROUP INC Exhibit
EX-10.1 2 ex101822.htm EXHIBIT 10.1 Exhibit Exhibit 10.1 FIRST AMENDMENT TO EMPLOYMENT AGREEMENTTHIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT,…
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About Asbury Automotive Group, Inc. (NYSE:ABG)

Asbury Automotive Group, Inc. is an automotive retailer in the United States. The Company offers a range of automotive products and services, including new vehicles; used vehicles; parts and service, including vehicle repair and maintenance services, replacement parts, and collision repair services, and finance and insurance, including arranging vehicle financing through third parties and aftermarket products, such as extended service contracts, guaranteed asset protection (GAP) insurance, prepaid maintenance, and credit life and disability insurance. The Company owns and operates approximately 100 new vehicle franchises, representing over 30 brands of automobiles at over 80 dealership locations, and over 20 collision centers in the United States. The Company’s brand names included Nalley Automotive Group, Courtesy Autogroup, Coggin Automotive Group, Crown Automotive Company, David McDavid Auto Group, North Point Auto Group, Gray-Daniels Auto Family and Plaza Motor Company.