Asbury Automotive Group (ABG) Proxy Filing summary

Executive summary

• The 2026 Annual Meeting will address director elections, executive compensation, auditor ratification, amending the charter to eliminate supermajority voting, and a shareholder proposal on special meetings.

• Leadership transitions are planned: the CEO will become Executive Chair and the COO will become CEO after the meeting.

• The Board recommends voting for all management proposals and against the shareholder proposal to lower the special meeting threshold.

Voting matters and shareholder proposals

• Proposals include electing eleven directors, advisory approval of executive compensation, ratification of Ernst & Young LLP as auditor, amending the charter to eliminate supermajority voting, and a shareholder proposal to lower the threshold for calling special meetings.

• The Board supports all management proposals and opposes the shareholder proposal, citing market practice and resource concerns.

Board of directors and corporate governance

• Eleven director nominees are proposed, with one retiring director and two new nominees.

• 81.8% of directors are independent; committee structure includes Audit, Compensation & Human Resources, Capital Allocation & Risk Management, Governance & Nominating, and Executive Committees.

• Leadership succession plan will transition the CEO to Executive Chair and COO to CEO after the meeting.

• The Board regularly reviews governance practices, director independence, and committee charters.