Asbury Automotive Group (ABG) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held on May 13, 2025, to vote on the election of ten directors, advisory approval of executive compensation, ratification of Ernst & Young LLP as auditor, and a shareholder proposal for a simple majority vote.

• Only holders of common stock as of March 26, 2025, are entitled to vote, with one vote per share; a quorum requires a majority of outstanding shares.

• Voting can be done by mail, phone, internet, or in person, and proxies may be revoked before the meeting.

Voting matters and shareholder proposals

• Proposal 1: Election of ten director nominees for one-year terms.

• Proposal 2: Advisory approval of 2024 executive compensation (say-on-pay).

• Proposal 3: Ratification of Ernst & Young LLP as independent auditor for 2025.

• Proposal 4: Shareholder proposal to adopt a simple majority vote; Board recommends voting against, citing limited use of supermajority provisions and their benefit to shareholders.

• Board recommends voting for all director nominees, for executive compensation, for auditor ratification, and against the simple majority vote proposal.

Board of directors and corporate governance

• Board consists of ten members, nine of whom are independent; separate Chair and CEO roles are maintained.

• Board committees include Audit, Capital Allocation & Risk Management, Compensation & Human Resources, Governance & Nominating, and Executive Committees.

• Directors are subject to equity ownership guidelines and a mandatory retirement age of 74, with limited waivers.

• Board diversity and refreshment are emphasized, with annual elections and a plurality plus voting standard.