Business Context and Reporting Period
Company: Asbury Automotive Group, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: February 22, 2007
Event: Entry into a Material Definitive Agreement regarding executive compensation.
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on the terms of a new equity incentive grant.
Material Changes and Agreements
On February 22, 2007, the Compensation Committee approved a grant of 199,000 performance share units (Performance Awards) to key employees under the Company's 2002 Equity Incentive Plan. The awards are tied to performance goals for the 2007-2009 cycle.
- Total Target Units: 199,000
- Maximum Potential Units: 358,200 (180% of target)
- Minimum Potential Units: 0
- Performance Metrics: New vehicle revenue growth, used vehicle revenue growth, finance and insurance revenue growth, fixed operations gross profit, and earnings per share.
Executive Recipients
| Name | Title | Target Units |
|---|---|---|
| Charles R. Oglesby | SVP and COO | 30,000 |
| J. Gordon Smith | SVP and CFO | 20,000 |
| Lynne A. Burgess | VP, General Counsel and Secretary | 15,000 |
| Philip R. Johnson | VP, Human Resources | 10,000 |
Outlook, Risks, and Unusual Items
Settlement Terms: Awards will be settled in shares of Common Stock. In the event of a change of control, awards may be settled in acquirer securities or cash.
Dividend Equivalents: Recipients are entitled to cash payments equal to dividends paid on the Common Stock during the performance cycle, payable upon issuance of shares.
Risks: The actual number of shares earned is contingent on meeting specific performance goals; recipients may earn zero shares if targets are not met.
Investor Verification Checklist
- Verify the specific quantitative targets for the five performance metrics (revenue growth, gross profit, EPS) for the 2007-2009 cycle.
- Review the full text of the Performance Award Agreement (Exhibit 10.1) for vesting schedules and forfeiture conditions.
- Assess the potential dilution impact of the maximum 358,200 shares against the current outstanding share count.
- Confirm if the 2002 Equity Incentive Plan has sufficient shares remaining to cover this grant.