Business Context and Reporting Period
This Form 8-K Current Report was filed by Asbury Automotive Group, Inc. on April 23, 2002, regarding events occurring on April 19, 2002. The filing primarily addresses corporate governance changes, specifically the appointment of four new directors to the Board of Directors.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel appointments and does not contain financial statements or operational metrics.
Material Changes
The material change reported is the expansion of the Board of Directors with the appointment of four new members:
- Thomas C. Israel: Appointed Class One Director (term expires 2003). Elected to the Audit Committee.
- Vernon E. Jordan, Jr.: Appointed Class Three Director (term expires 2005). Elected to the Audit Committee.
- Philip F. Maritz: Appointed Class Two Director (term expires 2004). Elected to the Audit Committee.
- Thomas F. McLarty: Appointed Class Three Director (term expires 2005). Previously served as Vice Chairman since May 2000.
Guidance, Outlook, and Compensation
The filing outlines the compensation structure for the new non-employee directors:
- Annual Retainer: $25,000.
- Meeting Fees: $1,000 per board or committee meeting ($750 for phone meetings). Independent committee chairmen receive an additional $500 per committee meeting.
- Stock Options: 3,000 shares under the 2002 option plan upon appointment, plus 2,000 shares on each anniversary date of appointment.
- Other Benefits: Reimbursement for travel expenses and use of a demonstrator automobile.
Regarding stock ownership, Thomas F. McLarty beneficially owns 454,114 shares (1.33%). Thomas C. Israel beneficially owns 62,500 shares (less than 1%). Vernon E. Jordan, Jr. and Philip F. Maritz currently own 0 shares.
Investor Verification Checklist
- Verify the specific terms of the 2002 option plan referenced for director compensation.
- Confirm the total number of outstanding shares to validate the percentage ownership calculations provided.
- Review the attached Press Release (Exhibit 99.1) for additional context on the strategic rationale for these appointments.
- Check subsequent filings for the impact of these governance changes on the company's strategic direction.