ASBURY AUTOMOTIVE GROUP INC (ABG)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
ASBURY AUTOMOTIVE GROUP INC · Meeting: May 4, 2026
Directors FOR
3
Directors AGAINST
8
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Reddin has served since 2014 and his tenure fully covers the period during which ABG's 3-year total return of -5.2% trails the peer group median of +22.0% by 27.2 percentage points, exceeding the 20-point trigger that applies when a company's 3-year return is negative; the 5-year gap of 43.0 percentage points versus the peer median of +42.2% also exceeds the same 20-point threshold, so the 5-year mitigant does not rescue a FOR vote.
Alsfine has served since 2015 and his tenure fully covers the underperformance period; ABG's 3-year return of -5.2% trails the peer median by 27.2 percentage points, above the 20-point trigger, and the 5-year gap of 43.0 points also exceeds the threshold, so no mitigant applies.
Fay has served since 2021, covering more than two years of the underperformance period; ABG's 3-year return of -5.2% trails the peer median by 27.2 percentage points, above the 20-point trigger, and the 5-year gap of 43.0 points versus the peer median of +42.2% also exceeds the threshold, so the 5-year mitigant does not apply.
As CEO and executive director since 2018, Hult bears direct accountability for the company's performance; ABG's 3-year return of -5.2% trails the peer median by 27.2 percentage points, above the 20-point trigger, and the 5-year gap of 43.0 points also exceeds the threshold, so no mitigant applies — this director TSR vote is independent of the Say on Pay determination.
James has served since 2007, giving her one of the longest tenures on the board and full accountability for the underperformance period; ABG's 3-year return trails the peer median by 27.2 percentage points, above the 20-point trigger, and the 5-year gap of 43.0 points also exceeds the threshold.
Morrison has served since 2019, covering more than two years of the underperformance period; ABG's 3-year return trails the peer median by 27.2 percentage points, above the 20-point trigger, and the 5-year gap of 43.0 points also exceeds the threshold, so the 5-year mitigant does not apply.
Ryan-Berman has served since 2018, covering the full underperformance period; ABG's 3-year return trails the peer median by 27.2 percentage points, above the 20-point trigger, and the 5-year gap of 43.0 points also exceeds the threshold, so no mitigant applies.
Terry has served since 2022, covering more than two years of the underperformance period; ABG's 3-year return trails the peer median by 27.2 percentage points, above the 20-point trigger, and the 5-year gap of 43.0 points also exceeds the threshold, so the 5-year mitigant does not apply.
For Analysis
Clara was just appointed to the Board in early 2026 and is newly standing for election, meaning he joined within the past 24 months and is exempt from the TSR trigger under the policy's new-director exemption.
DiSantis joined the Board effective March 1, 2026, well within the 24-month new-director exemption, and is not subject to the TSR underperformance trigger.
Naidoo joined the Board in 2024, which is within the 24-month new-director exemption period, so she is not subject to the TSR underperformance trigger.
Of the eleven nominees, nine warrant an AGAINST vote because ABG's stock has fallen about 5% over the past three years while the company's own peer group of comparable auto and retail companies gained an average of 22% — a gap of more than 27 percentage points that exceeds the policy's 20-point trigger for companies with negative absolute returns. The two exceptions are Daniel Clara and B. Christopher DiSantis, both of whom joined the board in 2026 and are protected by the new-director exemption, and Shamla Naidoo, who joined in 2024 and is also within the exemption window. The 5-year underperformance gap of 43 percentage points versus the peer median also exceeds the threshold, so the longer-term mitigant that could upgrade votes to FOR does not apply to any of the qualifying directors.
Say on Pay
✓ FORCEO
David W. Hult
Total Comp
$10,735,903
Prior Support
97.6%%
The CEO's total compensation of approximately $10.7 million is within a reasonable range for a CEO of a $3.7 billion consumer cyclical company, and the prior year say-on-pay vote drew 97.6% support, signaling broad shareholder acceptance of the pay structure. The pay mix is strongly performance-oriented — the proxy states 87% of the CEO's target pay is variable and at-risk — with a meaningful combination of cash incentives tied to EBITDA and EPS targets plus equity awards that include both performance shares and time-vested restricted stock units. Although ABG's stock has underperformed peers over three years, the performance share unit program paid out at only 100% of target (below the 127% absolute EPS achievement) precisely because the TSR modifier and relative EPS growth checks constrained the payout, demonstrating that the incentive structure did respond to shareholder experience; the clawback policy is also NYSE-compliant, so no structural red flags are present.
Auditor Ratification
✓ FORAuditor
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 all 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 filing, so the tenure trigger does not fire under policy. Ernst & Young is a Big 4 firm appropriate for a company of ABG's size and complexity.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Improve Shareholder Ability to Call for a Special Shareholder Meeting
John Chevedden is a well-known individual governance activist with a long track record of mainstream, shareholder-friendly governance proposals, making this proposal deserving of serious consideration on its merits. The company recently improved its special meeting threshold from 50% to 25%, which is a partial improvement, but a 25% threshold still means a single large institutional shareholder such as BlackRock (holding 15.2%) cannot unilaterally call a meeting and would need to aggregate support from multiple investors — limiting shareholders' practical ability to act between annual meetings. Lowering the threshold to 10% is a mainstream governance improvement that would bring ABG in line with a significant number of S&P 500 companies and give shareholders a more meaningful check on the board, particularly relevant given the persistent stock underperformance documented in this proxy season.
Overall Assessment
The 2026 ABG annual meeting presents a mixed ballot: nine of eleven director nominees warrant an AGAINST vote due to sustained stock underperformance against the company's own peer group, while the compensation program, auditor appointment, and supermajority elimination proposal are all supportable. The stockholder proposal from John Chevedden to lower the special meeting threshold to 10% also merits support as a genuine governance improvement, even though the board recently reduced the threshold from 50% to 25%.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing