ASBURY AUTOMOTIVE GROUP INC 8-K

What Happened
Asbury Automotive Group, Inc. (filed May 6, 2026) announced that its stockholders approved an amendment to the company's Amended and Restated Certificate of Incorporation to remove all supermajority voting requirements. The company’s Board had already adopted a resolution (contingent on stockholder approval) to amend the By-Laws. The changes replace the previous 80% supermajority thresholds with a simple majority vote in the amended charter and by‑laws.

Key Details

• Stockholders approved amendment to the Certificate of Incorporation (filed on Form 8-K, Item 5.07).
• Charter sections amended: Section 6.04 (Article VI), Section 8.01 (Article VIII), and Section 9.01 (Article IX) — 80% requirement replaced by majority.
• By-Laws amended: Section 8.01 (Article VIII) — 80% requirement replaced by majority.
• Full text of the amended Certificate of Incorporation and By-Laws are attached as Exhibits 3.1 and 3.2 to the 8-K.

Why It Matters
This governance change lowers the vote threshold for certain corporate actions from 80% to a simple majority, making it easier for the company (or a majority of shareholders) to approve amendments and other matters that previously required supermajority approval. Investors should review the attached amended charter and by‑laws to understand which actions are affected and consider how the change in shareholder voting power may influence future corporate decisions.