Asbury Automotive Group (ABG) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will address director elections, executive compensation, auditor ratification, charter amendments, and a shareholder proposal on special meetings.

• Eleven director nominees are up for election, with one retiring director and a planned CEO succession following the meeting.

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

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 recent reduction of the special meeting threshold to 25%.

Board of directors and corporate governance

• The Board is composed of a majority of independent directors, with a focus on diversity and tenure.

• A CEO succession plan will transition the current CEO to Executive Chair and the COO to CEO after the 2026 meeting.

• The Board maintains separate Chair and CEO roles and has established five standing committees.

• Governance policies include director independence standards, age and service limitations, and a robust nomination process.