ASBURY AUTOMOTIVE GROUP INC: Change of directors or principal officers, financial statements and supporting documents (form 8-K)

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Item 5.02 Departure of directors or certain officers; Election of directors; Appointment of certain officers; Compensatory provisions of certain agents.

At July 5, 2021, the board of directors of Asbury Automotive Group, Inc. (the “Company”) appointed Michael welch, 46 years old, to hold the position of Senior Vice-President and Chief Financial Officer of the Company, from August 9, 2021. Mr. Welch joined the Company from Group 1 Automotive, Inc. (“GPI”), a Fortune 500 auto retailer listed on the NYSE with auto dealers and collision centers in United States, UK and Brazil, where he held the position of vice-president and corporate controller since June 2019. Of June 2000 until June 2019, Mr. Welch held various other positions of increasing responsibility at GPI, where he gained extensive experience in treasury, financial reporting, financial planning and analysis, and internal audit. Mr. Welch started his career at Waterhouse Prize. Mr. Welch obtained his bachelor’s degree in business administration from Oklahoma Baptist University, and is a certified public accountant in the State of texas.

Mr. Welch will assume the role of Senior Financial Officer on August 9, 2021, substitute Guillaume Stax, who served as interim CFO. Mr. Stax will continue to serve as the Company’s Vice President, Corporate Controller and Chief Accounting Officer. Mr. Welch has entered into a letter of understanding with the Company in connection with his appointment (the “Letter of Understanding”). Under it, Mr. Welch will be entitled to 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 prorated base salary for 2021. The Company will also grant Mr. Welch an allocation of restricted share units valued at $ 500,000
from the start of his employment, which will be acquired on a pro rata basis over 3 years. Mr. Welch will also receive a moving allowance of $ 100,000 and the use of a demonstrator vehicle. Mr. Welch will also receive a severance pay agreement providing for the continuation of base salary for one year and a pro-rated bonus for the part of the year he served in the event he is dismissed without “cause” or resigns for ” a valid reason ”as provided therein. More, Mr. Welch enter into the Company’s standard indemnity agreement, which will be identical in all material respects to the Company’s Indemnity Agreement form, filed with the SECOND at April 30, 2010 as Exhibit 10.7 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010.

The foregoing description of the Letter of Agreement is qualified in its entirety by reference to the Letter of 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 the appointment as Senior Vice President and Chief Financial Officer is attached as Exhibit 99.1 herein and is incorporated herein by reference.

Item 9.01 Financial statements and supporting documents.

(d) Exhibitions

The following exhibits are provided as part of this report.

    Exhibit No.            Description

       10.1                Letter Agreement between Asbury Automotive Group, Inc. and Michael Welch,
                           dated as of June 14, 2021.
       99.1                Press Release of Asbury Automotive Group, Inc., dated July 6, 2021.
        104                Cover Page Interactive Data File (embedded within the Inline XBRL
                           document)




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