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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

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 5.02

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Asbury Automotive Group, Inc. (“Asbury” or the “Company”),
announced that Sean D. Goodman, age 51, has been appointed to serve
as Senior Vice President and Chief Financial Officer of the
Company, effective July 5, 2017. Mr. Goodman joins the Company from
Unifi, Inc., a NYSE-listed multinational manufacturer and
distributor of innovative textile solutions, where he served as
Vice President, Chief Financial Officer and Chief Accounting
Officer since January 2016. Prior to that, Mr. Goodman was the
Senior Vice President and Chief Financial Officer of the Americas
region for Landis Gyr, Inc., a subsidiary of Toshiba Corporation,
from April 2011 to January 2016. Mr. Goodman also served in various
roles at The Home Depot, Inc. (Home Depot) from February 2006 to
April 2011, including Director of Strategic Business Development
and Director of Finance responsible for financial leadership of the
Home Services Division, and Financial Planning and Analysis for
Home Depot. Before joining Home Depot, he held various capital
markets, finance, strategy, accounting and treasury positions with
Morgan Stanley, Inc. in London, England and Deloitte Touche LLP in
New York. Mr. Goodman has a B.Bus.Sc. with honors in business
strategy and corporate finance and an M.A. in accounting from
University of Cape Town, and an M.B.A. from Harvard Business
School. He is a certified public accountant.
Mr. Goodman will assume the role of principal financial officer on
July 5, 2017, and Mr. Staxs tenure as Interim Principal Financial
Officer will end on such date. Mr. Stax, however, will continue to
serve as Corporate Controller and Chief Accounting Officer of the
Company as previously reported on a current report on Form 8-K
filed by the Company with the U.S. Securities and Exchange
Commission on January 25, 2017.
Mr. Goodman has entered into a letter agreement with the Company in
connection with his appointment (the Letter Agreement). to the
terms thereof, Mr. Goodman will be entitled to receive an annual
base salary of $600,000.00 and a one-time signing bonus in lieu of
any relocation benefits in the amount of $150,000.00. The Company
also will grant Mr. Goodman an award of restricted shares valued at
$600,000 upon the commencement of his employment. The shares will
vest ratably over 3 years. Mr. Goodman also will become eligible
for a target annual cash bonus under the Company’s annual cash
incentive plan equal to 75% of his base salary pro-rated for 2017.
Mr. Goodman also will receive a severance pay agreement providing
base salary continuation for one year and a pro-rated bonus for the
portion of the year he served in the event he is terminated without
cause or resigns for good reason as provided therein.
Mr. Goodman will enter into the Companys standard indemnification
agreement. The indemnification agreement will be identical in all
material respects to the Companys form of Indemnification
Agreement, filed with the SEC on April 30, 2010 as Exhibit 10.7 to
the Companys Quarterly Report on Form 10-Q for the quarter ended
March 31, 2010.
The foregoing description of the Letter Agreement is qualified in
its entirety by reference to the Letter Agreement, a copy of which
is attached hereto as Exhibit 10.1 and is incorporated herein by
reference. A copy of the press release issued by the Company
announcing Mr. Goodmans appointment as Senior Vice President and
Chief Financial Officer is attached as Exhibit 99.1 hereto 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.
Exhibit No.
Description
10.1
Letter Agreement between Asbury Automotive Group, Inc.
and Sean Goodman, dated as of May 3, 2017.
99.1
Press Release dated May 5, 2017.

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. Asbury Automotive Group, Inc. (NYSE:ABG) Recent Trading Information
Asbury Automotive Group, Inc. (NYSE:ABG) closed its last trading session up +1.35 at 59.55 with 164,806 shares trading hands.

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