ASBURY AUTOMOTIVE GROUP INC 8-K/A

What Happened

• Asbury Automotive Group announced on May 4, 2026 that it entered into an employment agreement with Daniel Clara in connection with his promotion to President and Chief Executive Officer. The agreement supersedes his July 28, 2022 Severance Pay Agreement and continues through May 4, 2027, automatically renewing for one-year terms unless either party gives 180 days’ notice.
• This follows the Company’s prior disclosure (Dec. 8, 2025) that the Board had elected Clara to serve as President and CEO following the 2026 Annual Meeting.

Key Details

• Base salary: $1,100,000 annually (pro‑rated for 2026).
• Annual incentive: discretionary bonus with a target equal to 125% of base salary.
• Other benefits: Company car use plus an $800 monthly car allowance.
• Severance on non-change-in-control qualifying termination: 100% of base salary + 100% of target bonus, prorated bonus for year of termination, 12 months of health/welfare continuation, and accelerated vesting for awards that would vest within 364 days.
• Severance on change-in-control qualifying termination (within 2 years post‑change): 200% of base salary + 200% of target bonus, prorated (target) bonus, 24 months health/welfare continuation, and full vesting of unvested equity as of the change in control.
• Severance generally conditioned on signing a release; agreement includes confidentiality, non‑compete and non‑solicit provisions and allows the Company to stop severance if breached.

Why It Matters

• This filing formalizes compensation and severance protections for Asbury’s new CEO, clarifying potential cash and equity costs to the company if his employment ends or a change in control occurs. Investors should note the sizeable severance multipliers (100%–200% of salary and bonus) and accelerated vesting provisions that could affect cash flow and equity dilution in certain termination scenarios. The full employment agreement is attached as an exhibit to the 8-K.