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): July 30, 2013 (July 30, 2013)
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. | |
On July 30, 2013, our Board of Directors (the “Board”) voted to increase the size of the Board from nine directors to ten directors, pursuant to the Company’s Amended and Restated By-Laws, and elected Mr. Jeffrey H. Fox as a director of the Company to fill the vacancy created by such increase, effective immediately. Mr. Fox has not been, and is not currently expected to be, named to any of the committees of the Board.
Mr. Fox will stand for re-election by shareholders at our 2014 Annual Meeting. In accordance with compensation provided to all of our non-employee directors, Mr. Fox will receive an annual retainer fee of $180,000. Such amount will be paid 50% in cash and 50% in common stock. Directors may elect to receive more than 50% of their compensation in equity and may defer both the cash and stock portion of their compensation under the Company’s deferred compensation plan applicable to non-employee directors.
Item 7.01 | Regulation FD Disclosure. | |
Our press release announcing Mr. Fox’s appointment described in Item 5.02 above is attached as Exhibit 99.1 and incorporated by reference herein.
Item 9.01 | Financial Statements and Exhibits. | |
(d) Exhibits.
The following exhibit is furnished as part of this report:
Exhibit No. | Description | |
99.1 | Press Release dated July 30, 2013. | |
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: July 30, 2013
AVIS BUDGET GROUP, INC.
CURRENT REPORT ON FORM 8-K
Report Dated July 30, 2013 (July 30, 2013)
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Press Release dated July 30, 2013. | |
AVIS BUDGET GROUP APPOINTS
JEFFREY H. FOX TO BOARD OF DIRECTORS
PARSIPPANY, N.J., July 30, 2013 — Avis Budget Group, Inc. (NASDAQ: CAR), a leading provider of vehicle rental services, today announced the appointment of Jeffrey H. Fox to its Board of Directors effective immediately. Mr. Fox fills a newly created seat and will serve for a term scheduled to end at the 2014 annual meeting of stockholders. With the addition of Mr. Fox, the Company’s Board is now comprised of ten members.
Mr. Fox brings significant leadership and executive management experience to our Board of Directors as a principal of The Circumference Group LLC, an investment and advisory firm, which he founded in 2009. Mr. Fox also serves as non-executive Chairman of the Board of Convergys Corporation, where he also held numerous leadership positions, including President and Chief Executive Officer from 2010 to November 2012, and then Executive Chairman until April 2013. Mr. Fox worked for Alltel Corporation as Chief Operating Officer from 2007 through 2008, and as Group President from 2003 until 2007. Prior to joining Alltel, Mr. Fox worked in investment banking for ten years with Stephens Inc., preceded by two years with Merrill Lynch, specializing in mergers and acquisitions advisory services.
“We are extremely pleased to welcome Mr. Fox to the Avis Budget Board of Directors,” said Ronald L. Nelson, Avis Budget Group Chairman and Chief Executive Officer. “Mr. Fox’s significant leadership record and his extensive management experience will enhance the effectiveness of our Board.”
Mr. Fox is expected to be an independent director in accordance with applicable NASDAQ rules and the Company’s Director Independence Criteria.
About Avis Budget Group, Inc.
Avis Budget Group, Inc. is a leading global provider of vehicle rental services, both through its Avis and Budget brands, which have more than 10,000 rental locations in approximately 175 countries around the world, and through its Zipcar brand, which is the world's leading car sharing network, with more than 790,000 members. Avis Budget Group operates most of its car rental offices in North America, Europe and Australia directly, and operates primarily through licensees in other parts of the world. Avis Budget Group has approximately 30,000 employees and is headquartered in Parsippany, N.J. More information is available at www.avisbudgetgroup.com.
Contacts
Media Contact: | Investor Contact: | ||
John Barrows | Neal Goldner | ||
973-496-7865 | 973-496-5086 | ||
PR@avisbudget.com | IR@avisbudget.com | ||
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