UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
The information included in Item 5.02 below is incorporated in this Item 3.01 by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 27, 2021, Carl Sparks announced his intention to resign from the Board of Directors of Avis Budget Group, Inc. (the “Company”), effective October 1, 2021. Mr. Sparks will also resign from the Board’s Audit Committee and the Board’s Corporate Governance Committee. Mr. Sparks’ resignation is not the result of a dispute or disagreement with the Company. The Company and the Board are very grateful to Mr. Sparks for his service on the Board, which commenced in 2018.
As a result of Mr. Sparks’ resignation, the Company will no longer be in compliance with Nasdaq Listing Rule 5605(c)(2)(A), which requires the Company’s Audit Committee be comprised of three independent directors. As of October 1, 2021, the Company’s Audit Committee will be comprised of two independent directors. Pursuant to Nasdaq Listing Rule 5605(c)(4)(B), the Company is entitled to a cure period to regain compliance with Listing Rule 5605(c)(2)(A). The Company notified Nasdaq of the noncompliance on September 28, 2021.
The Company expects to be compliant with the audit committee composition requirements of Nasdaq Listing Rule 5605(c)(2)(A) by the end of the cure period.
SIGNATURE
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 | ||
| Jean M. Sera | |||
| Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | |||
Date: September 28, 2021