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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 5, 2021 
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 classSymbol(s)Name of each exchange on which registered
Common stock, $0.01 par value per shareABGNew York Stock Exchange
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 5, 2021, the Board of Directors of Asbury Automotive Group, Inc. (the "Company") appointed Michael Welch, age 46, to serve as Senior Vice President & Chief Financial Officer of the Company, effective August 9, 2021. Mr. Welch joins the Company from Group 1 Automotive, Inc. (“GPI”) a NYSE-listed Fortune 500 automotive retailer with automotive dealerships and collision centers in the United States, United Kingdom and Brazil, where he served as Vice President and Corporate Controller since June 2019. From June 2000 until June 2019, Mr. Welch held various other positions with GPI of increasing responsibility, where he gained extensive experience in treasury, financial reporting, financial planning and analysis and internal audit. Mr. Welch began his career at Price Waterhouse. Mr. Welch received his Bachelor of Business Administration from Oklahoma Baptist University, and is a Certified Public Accountant in the State of Texas.

Mr. Welch will assume the role of principal financial officer on August 9, 2021, replacing William Stax, who has been serving as interim principal financial officer. Mr. Stax will continue to serve as Vice President, Corporate Controller & Chief Accounting Officer of the Company.

Mr. Welch has entered into a letter agreement with the Company in connection with his appointment (the “Letter Agreement”). Pursuant to the terms thereof, Mr. Welch will be entitled to receive an annual base salary of $550,000 and will be eligible for a target annual cash bonus under the Company's annual cash incentive plan equal to 85% of his base salary pro-rated for 2021. The Company also will grant Mr. Welch an award of restricted share units valued at $500,000 upon the commencement of his employment, which will vest ratably over 3 years. Mr. Welch also will receive a relocation allowance of $100,000 and the use of a demonstrator vehicle. Mr. Welch 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. In addition, Mr. Welch will enter into the Company’s standard indemnification agreement, which will be identical in all material respects to the Company’s form of Indemnification Agreement, filed with the SEC on April 30, 2010 as Exhibit 10.7 to the Company’s 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. Welch’s appointment as Senior Vice President & 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
Letter Agreement between Asbury Automotive Group, Inc. and Michael Welch, dated as of June 14, 2021.
  Press Release of Asbury Automotive Group, Inc., dated July 6, 2021.
104Cover 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 hereunto duly authorized.
 
ASBURY AUTOMOTIVE GROUP, INC.
Date: July 6, 2021By:/s/    George A Villasana
Name:George A. Villasana
Title:Senior Vice President, Chief Legal Officer & Secretary