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):
January 11, 2006
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Asbury Automotive Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
5511 01-0609375
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(Commission File Number) (IRS Employer Identification No.)
622 Third Avenue, 37th Floor, New York, NY 10017
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(Address of principal executive offices) (Zip Code)
(212) 885-2500
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(Registrant's telephone number, including area code)
None
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(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))
Item 1.01 Entry into a Material Definitive Agreement.
On January 11, 2006, the Compensation Committee (the "Committee") of
the Board of Directors of Asbury Automotive Group, Inc. (the "Company") approved
a grant of 175,500 performance share units (the "Performance Awards") to certain
key employees of the Company, including Performance Awards to the following
directors and executive officers:
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Name Title Performance Share Units
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Charles B. Tomm Director, President and Chief 20,000
Executive Officer of the
Company's Florida Region
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J. Gordon Smith Senior Vice President and 20,000
Chief Financial Officer
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Lynne A. Burgess Vice President, General Counsel 5,000
and Secretary
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Philip R. Johnson Vice President, Human Resources 5,000
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Brett Hutchinson Vice President and Controller 2,000
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The Performance Awards were granted pursuant to the Company's 2002 Equity
Incentive Plan, as amended, a copy of which was attached as Appendix C to the
Company's proxy statement dated April 28, 2004, filed with the Securities and
Exchange Commission on April 29, 2004. Each grant of Performance Awards is
evidenced by an agreement entered into as of January 17, 2006 between the
Company and the award recipient. A copy of the form of Performance Award
agreement is attached hereto as Exhibit 10.1 and is incorporated herein by
reference.
Each Performance Award provides an opportunity for the award recipient
to receive a number of shares of the Company's common stock based on the
Company's performance during 2005, 2006 and 2007 (the "Performance Cycle") as
measured against objective performance goals related to (1) new vehicle revenue
growth, (2) used vehicle revenue growth, (3) finance and insurance revenue
growth, (4) fixed operations gross profit and (5) earnings per share. Each
Performance Award sets forth a target number of shares to be granted to the
award recipient assuming the performance goals are met at the target level. The
actual number of shares earned by an award recipient may range from 0% to 180%
of the target number of shares, depending upon achievement of the performance
goals during the Performance Cycle. As such, the number of shares of the
Company's common stock that may be issued as a result of the Performance Awards
granted by the Company on January 11, 2006 may range from 0 to 315,900. The
settlement of the Performance Awards will be in shares of the Company's common
stock, except in the event of a change of control, in which case special
provisions apply that may result in such Performance Awards being settled in
acquiror securities or cash.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
10.1 Form of Performance Share Unit Award Agreement.
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: January 18, 2006 By: /s/ Kenneth B. Gilman
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Name: Kenneth B. Gilman
Title: President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
10.1 Form of Performance Share Unit Award Agreement