ASBURY AUTOMOTIVE GROUP INC 8-K

What Happened

• Asbury Automotive Group, Inc. announced on Jan. 29, 2026 that the Board appointed Christopher DiSantis as a director effective March 1, 2026. Mr. DiSantis will join the Audit Committee and the Compensation & Human Resources Committee and will participate in the company’s non-employee director compensation program and standard director indemnification.
• On the same date, longtime director Philip F. Maritz notified the Board he will not stand for re-election at the company’s 2026 Annual Meeting of Stockholders; he has served on the Board since April 2002 and said his decision is not due to any disagreement with the company.
• Also effective Jan. 29, 2026, the Board amended the By-Laws to lower the ownership threshold required for stockholders to request a Board-called special meeting from 50% to 25% of outstanding voting shares and clarified the procedures for properly calling such meetings.

Key Details

• New director: Christopher DiSantis, appointment effective March 1, 2026; added to Audit and Compensation & Human Resources Committees.
• Board size will increase to 11 directors, of which 10 are independent after the appointment.
• Director exit: Philip F. Maritz will not seek re-election at the 2026 annual meeting; Board service since April 2002.
• Bylaw amendment effective Jan. 29, 2026 reduces special-meeting threshold from 50% to 25% of outstanding voting shares; full amended By-Laws filed as Exhibit 3.1 to the 8-K.

Why It Matters

• Governance: The bylaw change makes it materially easier for large shareholders (25% ownership) to request a special stockholder meeting, which strengthens a shareholder tool for pursuing timely actions or addressing urgent governance matters.
• Board composition: Adding Mr. DiSantis and the planned departure of a long-tenured director change Board membership but maintain a largely independent Board (10 of 11). Investors should view this as a routine governance update—no financial terms or disputes were disclosed.
• No financial impact or management resignations were reported in the filing; the items affect corporate governance and shareholder rights rather than operations or results.