avisbudgetgroup8k.htm


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of report (Date of earliest event reported): June 14, 2012 (June 11, 2012)
 
Avis Budget Group, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-10308
 
06-0918165
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification Number)
         
6 Sylvan Way
Parsippany, NJ
 
07054
(Address of Principal Executive Offices)
(Zip Code)
         
(973) 496-4700
(Registrant’s telephone number, including area code)
         
N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 



 
 
 

 
 

Item 5.02
 
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2012 Annual Meeting of Stockholders of Avis Budget Group, Inc., held on June 11, 2012 in Wilmington, Delaware (the “2012 Annual Meeting”), the stockholders of Avis Budget Group, Inc. (the “Company”) approved an amendment and restatement of the Avis Budget Group, Inc. 2007 Equity and Incentive Plan (the “Plan”), effective as of June 11, 2012, to increase the number of shares of the Company’s Common Stock authorized for issuance under the Plan by 3,500,000 shares, from 12,500,000 to 16,000,000.  In addition, under a separate proposal, the stockholders of the Company re-approved the material terms of the performance goals for performance-based awards under the Plan for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended.

The foregoing description of the Plan, as amended and restated, is qualified in its entirety by reference to the full text of the Plan set forth as Annex A to the Company’s 2012 proxy statement, as filed with the Securities and Exchange Commission on April 17, 2012.


Item 5.07
 
Submission of Matters to a Vote of Security Holders.

At the 2012 Annual Meeting, the following matters were submitted to a vote of stockholders and the voting results were as follows:

(1)  
Election of Directors: The ten nominees named in the Company’s 2012 proxy statement were elected to serve a one-year term expiring in 2013 and until their successors are duly elected and qualified, based upon the following votes:
 
 
Director Nominee
  
Votes For
  
Votes Against
  
Abstain
  
Broker Non-Votes
 
 
Ronald L. Nelson
  
84,907,866
  
3,409,796
  
167,850
  
10,027,783
 
 
Alun Cathcart
  
87,714,915
  
600,565
  
170,032
  
10,027,783
 
 
Mary C. Choksi
  
87,487,917
  
820,318
  
177,277
  
10,027,783
 
 
Leonard S. Coleman
  
83,295,145
  
5,013,698
  
176,669
  
10,027,783
 
 
Martin L. Edelman
  
86,263,091
  
2,047,471
  
174,950
  
10,027,783
 
 
John D. Hardy, Jr.
  
87,728,180
  
587,974
  
169,358
  
10,027,783
 
 
Lynn Krominga
  
87,455,449
  
849,069
  
180,994
  
10,027,783
 
 
Eduardo G. Mestre
  
87,720,160
  
589,538
  
175,814
  
10,027,783
 
 
F. Robert Salerno
  
86,501,228
  
1,816,200
  
168,084
  
10,027,783
 
 
Stender E. Sweeney
  
87,487,135
  
829,177
  
169,200
  
10,027,783
 

(2)  
Ratification of Appointment of Independent Registered Accounting Firm:  The appointment of Deloitte & Touche LLP to serve as the Company’s independent registered accounting firm for fiscal year 2012 was ratified as follows:
 
 
Votes For
  
Votes Against
  
Abstain
     
 
95,666,297
 
2,745,752
 
101,246
     

 
(3)  
Advisory Approval of the Compensation of our Named Executive Officers:  The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers, as described in the Company’s 2012 proxy statement, was approved by the following votes:
 
 
Votes For
  
Votes Against
  
Abstain
 
Broker Non-Votes
 
 
83,938,517
 
4,000,044
 
546,951
 
10,027,783
 


 
 
 

 
 
 
 
(4)  
Approval of the Avis Budget Group, Inc. 2007 Equity and Incentive Plan, as Amended and Restated:  The Company’s shareholders approved the Company’s 2007 Equity and Incentive Plan, as amended and restated, to increase by 3,500,000 the number of shares authorized for issuance under such plan, by the following votes:

 
Votes For
  
Votes Against
  
Abstain
 
Broker Non-Votes
 
 
64,753,929
 
20,018,050
 
3,713,533
 
10,027,783
 

 
(5)  
Re-approval of the Performance Goals under the Avis Budget Group, Inc. 2007 Equity and Incentive Plan:  The Company’s shareholders re-approved the performance goals under the Avis Budget Group, Inc. 2007 Equity and Incentive Plan, by the following votes:

 
Votes For
  
Votes Against
  
Abstain
 
Broker Non-Votes
 
 
85,936,370
 
2,433,746
 
115,396
 
10,027,783
 


Item 9.01
 
Financial Statements and Exhibits.
 
(d)  Exhibits
 
The following exhibit is filed as part of this report:
 

Exhibit No.
 
Description
10.1
 
Avis Budget Group, Inc. Amended and Restated 2007 Equity and Incentive Plan (Incorporated by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A dated April 17, 2012).


 
 

 

SIGNATURES
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.
 

 
    AVIS BUDGET GROUP, INC.  
 
 
 
By:
 
/s/ Jean M. Sera
 
 
Name:
Jean M. Sera
 
 
Title:
Senior Vice President and Corporate Secretary
 
       


Date: June 14, 2012
 

 
 

 

AVIS BUDGET GROUP, INC.
CURRENT REPORT ON FORM 8-K
Report Dated June 14, 2012 (June 11, 2012)

 
EXHIBIT INDEX

Exhibit No.
 
Description
10.1
 
Avis Budget Group, Inc. Amended and Restated 2007 Equity and Incentive Plan (Incorporated by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A dated April 17, 2012).