Sector: Consumer Discretionary
ASBURY AUTOMOTIVE GROUP INC · Meeting: May 4, 2026
Directors FOR
3
Directors AGAINST
8
Say on Pay
FOR
Auditor
FOR
Election of Directors
Against Analysis
Mr. Reddin has served as a director since 2014, giving him full overlap with the 3-year underperformance period; ABG's 3-year total return of -5% trails the company-disclosed peer group median of +20% by 25 percentage points, exceeding the 20-point trigger threshold that applies when a stock has negative absolute returns, and the 5-year gap of -42.1pp vs. the peer median's +39.5% (ABG 5-yr: -2.6%) similarly exceeds the 20pp threshold, so the 5-year mitigant does not rescue this vote.
Mr. Alsfine has served as a director since 2015, giving him full overlap with the 3-year underperformance period; ABG trails its peer group median by 25 percentage points over 3 years, exceeding the 20pp trigger, and the 5-year gap similarly exceeds the threshold, so the mitigant does not apply.
Mr. Fay joined the Board in 2021, giving him meaningful overlap with the full 3-year underperformance period; ABG's 3-year return trails the peer group median by 25 percentage points, exceeding the 20pp trigger, and the 5-year gap also exceeds the threshold, so the mitigant does not apply.
As an executive director since 2018, Mr. Hult has full overlap with the underperformance period and, as CEO, bears primary responsibility for the strategic decisions that drove results; ABG's 3-year return trails the peer group median by 25 percentage points, exceeding the 20pp trigger, and the 5-year gap also exceeds the threshold, so the mitigant does not apply; this AGAINST vote on him as a director is independent of the Say on Pay determination.
Ms. James has served as a director since 2007, giving her full overlap with the underperformance period; ABG's 3-year return trails the peer group median by 25 percentage points, exceeding the 20pp trigger, and the 5-year gap also exceeds the threshold, so the mitigant does not apply.
Ms. Morrison has served as a director since 2019, giving her full overlap with the 3-year underperformance period; ABG's 3-year return trails the peer group median by 25 percentage points, exceeding the 20pp trigger, and the 5-year gap also exceeds the threshold, so the mitigant does not apply.
Ms. Ryan-Berman has served as a director since 2018, giving her full overlap with the underperformance period; ABG's 3-year return trails the peer group median by 25 percentage points, exceeding the 20pp trigger, and the 5-year gap also exceeds the threshold, so the mitigant does not apply.
Mr. Terry has served as a director since 2022, giving him meaningful overlap with the 3-year underperformance period (more than 24 months); ABG's 3-year return trails the peer group median by 25 percentage points, exceeding the 20pp trigger, and the 5-year gap also exceeds the threshold, so the mitigant does not apply.
For Analysis
Mr. Clara was appointed to the Board effective March 1, 2026, which is within the 24-month new-director exemption window, so the TSR underperformance trigger does not apply; he also brings deep operational expertise in automotive retail as the incoming CEO.
Mr. DiSantis was appointed to the Board effective March 1, 2026, which is within the 24-month new-director exemption window, so the TSR underperformance trigger does not apply; no other disqualifying factors are present.
Ms. Naidoo joined the Board in 2024, which is within the 24-month new-director exemption window, so the TSR underperformance trigger does not apply; no other disqualifying factors are present.
Eight of eleven nominees receive AGAINST votes due to sustained stock underperformance: ABG's 3-year total return of -5% trails the company-disclosed peer group median of +20% by 25 percentage points, exceeding the 20pp trigger applicable to companies with negative absolute 3-year returns, and the 5-year performance gap also exceeds the threshold so the mitigant does not reduce any votes to FOR. Three nominees — Daniel Clara, B. Christopher DiSantis, and Shamla Naidoo — receive FOR votes because they joined the board within the past 24 months and are exempt from the TSR trigger under policy.
CEO
David W. Hult
Total Comp
$10,735,903
Prior Support
97.6%%
CEO total compensation of $10.7 million is within a reasonable range for a Consumer Cyclical company of ABG's approximately $3.8 billion market cap, and the pay structure is strongly variable — roughly 87% of the CEO's target compensation is at-risk performance-based pay (cash incentives and equity awards), well above the 50-60% minimum the policy favors. The company has a meaningful clawback policy that meets NYSE and SEC standards and received 97.6% shareholder support on Say on Pay last year. While the stock has underperformed peers over 3 years, the incentive plan did reflect that outcome by limiting the 2025 performance share unit payout to 100% of target (rather than above-target) and applying a TSR modifier, showing some pay-for-performance alignment.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$4,183,000
Non-Audit Fees
$98,600
Non-audit fees (audit-related fees of $95,000 plus other fees of $3,600 totaling $98,600) represent approximately 2.4% of audit fees of $4,183,000, well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so no tenure trigger can fire under policy; Ernst & Young is a Big Four firm appropriate for a company of ABG's size; no material restatements attributable to audit failure are identified.
1 proposal submitted by shareholders
Proposal 5
John Chevedden is a well-known individual governance activist with a long track record of submitting shareholder-rights proposals — exactly the type of filer the policy says to take seriously. The proposal asks for a 10% ownership threshold to call a special meeting, which is a mainstream governance improvement that gives ordinary shareholders a meaningful check on the board between annual meetings; while the company recently reduced its threshold from 50% to 25% (a positive step), a 25% threshold still means a single large shareholder — such as BlackRock at 15% or Abrams Capital at 11% — cannot on their own call a special meeting, limiting accountability. The company's concern that a 10% threshold could be misused by one large shareholder is understandable, but this is a standard governance right offered by a significant number of S&P 500 companies and the practical risk of abuse is low given how rarely such meetings are actually called.
The 2026 ABG annual meeting is dominated by a director accountability issue: the stock has lost roughly 5% over three years while the company's own peer group gained 20%, triggering AGAINST votes for eight of the eleven board nominees who have served long enough to be held accountable for that underperformance. On the other proposals, Say on Pay earns a FOR because the pay structure is heavily performance-based and last year's near-unanimous 97.6% shareholder approval signals no structural concerns; the auditor ratification is straightforward with minimal non-audit fees; the board's own proposal to eliminate supermajority voting requirements deserves support as a clear shareholder-rights improvement; and the Chevedden special meeting proposal also deserves support as a credible governance ask that goes beyond the board's partial fix of lowering the threshold to 25%.
15 companies disclosed in 2026 proxy filing
