Avis Budget Group, Inc. (NASDAQ:CAR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Avis Budget Group, Inc. (NASDAQ:CAR) 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

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

On May 23, 2018, the Board of Directors (the “Board”) of Avis Budget Group, Inc. (the “Company”) approved committee assignments and appointments following the Company’s 2018 Annual Meeting of Stockholders (the “Annual Meeting”) as follows:

Chairman of the Board:

Leonard S. Coleman, previously the Company’s independent lead director.

Audit Committee:

Francis J. Shammo (Chair), Lynn Krominga, Glenn Lurie, F. Robert Salerno and Carl Sparks

Compensation Committee:

Mary C. Choksi (Chair), Brian J. Choi, Leonard S. Coleman and Jeffrey H. Fox

Governance Committee:

Lynn Krominga (Chair), Brian J. Choi, Leonard S. Coleman and F. Robert Salerno

Executive Committee:

Leonard S. Coleman (Chair), Larry D. De Shon, Eduardo G. Mestre and Jagdeep Pahwa

In light of the appointment of an independent director as Chairman of the Board, the Board does not intend to appoint a successor independent lead director.

On May 23, 2018, the Company entered into a Separation and Consulting Agreement (the “Agreement”) with Ronald L. Nelson. The Agreement sets forth the terms of Mr. Nelson’s separation of employment with the Company effective May 23, 2018 consistent with the Employment Agreement the Company entered into with Mr. Nelson in April 2014. to the Agreement, Mr. Nelson has agreed to provide consulting services to the Company for a one-year term unless the Agreement is terminated earlier in accordance with its terms. Compensation for the consulting services will be paid in cash based on an annual rate of $200,000.

A copy of the Agreement is attached as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 23, 2018, the Board approved amendments to the Company’s Amended and Restated By-Laws (the “By-Laws”). As amended, the By-Laws provide that the Chairman of the Board shall be a member of the Board of Directors and may, but is not required to, be an officer of the Company. The foregoing summary is qualified in its entirety by reference to the text of the Company’s Amended and Restated By-Laws, as of May 23, 2018, a copy of which is attached as Exhibit 3.2 and is incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

The following matters were submitted to a vote of stockholders at the Annual Meeting, which was held on May 23, 2018 in New York, New York, and the voting results were as follows:

(1)

Election of Directors: The Board nominated thirteen nominees to stand for election at the Annual Meeting and each of the nominees were elected to serve a one-year term expiring in 2019 and until their successors are duly elected and qualified, with the voting results set forth below:

Director Nominee

Votes For

Withheld

Larry D. De Shon

60,041,601

317,971

Brian J. Choi

59,550,707

808,865

Mary C. Choksi

59,873,808

485,764

Leonard S. Coleman

59,657,109

702,463

Jeffrey H. Fox

56,843,647

3,515,925

Lynn Krominga

59,883,541

476,031

Glenn Lurie

60,263,662

95,910

Eduardo G. Mestre

60,170,680

188,892

Jagdeep Pahwa

59,596,031

763,541

F. Robert Salerno

59,873,019

486,553

Francis J. Shammo

60,236,165

123,407

Carl Sparks

60,119,451

240,121

Sanoke Viswanathan

59,937,019

422,553

(2)

Ratification of Appointment of Independent Registered Accounting Firm: The appointment of Deloitte & Touche LLP to serve as the Company’s independent registered accounting firm for fiscal year 2018 was ratified as follows:

Votes For

VotesAgainst

Abstain

73,193,683

927,833

154,478

(3)

Advisory Approval of the Compensation of our Named Executive Officers: The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers, as described in the Company’s 2018 proxy statement, was approved by the following votes:

Votes For

VotesAgainst

Abstain

Broker Non-Votes

56,843,838

3,472,317

43,418

13,916,422

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed as part of this report:

Exhibit No.

Description

3.2

Amended and Restated By-Laws of Avis Budget Group, Inc., as of May 23, 2018.

10.1

Separation and Consulting Agreement between Avis Budget Group, Inc. and Ronald L .Nelson, dated May 23, 2018.


AVIS BUDGET GROUP, INC. Exhibit
EX-3.2 2 bylaws.htm AMENDED AND RESTATED BY-LAWS OF AVIS BUDGET GROUP,…
To view the full exhibit click here

About Avis Budget Group, Inc. (NASDAQ:CAR)

Avis Budget Group Inc. is a provider of vehicle rental and car sharing services. The Company operates three brands, which include Avis, Budget and Zipcar. Avis is a rental car supplier and Budget is a rental vehicle supplier. It also owns Payless, which a car rental brand, and Apex, which is a car rental brand in New Zealand and Australia. It operates in two segments: Americas and International. The Americas segment provides and licenses the Company’s brands to third parties for vehicle rentals and ancillary products and services in North America, South America, Central America and the Caribbean, and operates its car sharing business in certain of these markets. The International segment provides and licenses the Company’s brands to third parties for vehicle rentals and ancillary products and services in Europe, the Middle East, Africa, Asia, South America, Central America, the Caribbean, Australia and New Zealand, and operates its car sharing business in certain of these markets.

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