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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): May 19, 2017 (May 16, 2017)
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))
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 o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


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

On May 16, 2017, Avis Budget Group, Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders in Wilmington, Delaware. The following matters were submitted to a vote of stockholders and the voting results were as follows:

(1)
Election of Directors: The twelve nominees named in the Company’s 2017 proxy statement were elected to serve a one-year term expiring in 2018 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
 
62,802,323
 
3,122,675
 
47,073
 
6,573,728
Brian J. Choi
 
64,494,523
 
1,345,271
 
132,277
 
6,573,728
Mary C. Choksi
 
64,888,121
 
979,054
 
104,896
 
6,573,728
Leonard S. Coleman
 
64,113,782
 
1,730,610
 
127,679
 
6,573,728
Larry D. De Shon
 
64,734,578
 
1,159,657
 
77,836
 
6,573,728
Jeffrey H. Fox
 
64,918,248
 
948,925
 
104,898
 
6,573,728
John D. Hardy, Jr.
 
64,764,687
 
1,073,895
 
133,489
 
6,573,728
Lynn Krominga
 
64,888,133
 
981,729
 
102,209
 
6,573,728
Eduardo G. Mestre
 
64,916,834
 
942,157
 
113,080
 
6,573,728
F. Robert Salerno
 
64,960,013
 
945,826
 
66,232
 
6,573,728
Stender E. Sweeney
 
64,736,786
 
1,131,311
 
103,974
 
6,573,728
Sanoke Viswanathan
 
64,809,249
 
1,035,601
 
127,221
 
6,573,728


(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 2017 was ratified as follows:

Votes For
 
Votes Against
 
Abstain
71,744,845
 
661,404
 
139,550


(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 2017 proxy statement, was approved by the following votes:
Votes For
 
Votes Against
 
Abstain
 
Broker Non-Votes
65,392,323
 
526,928
 
52,820
 
6,573,728


(4)
Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation: A majority of the Company’s shareholders recommended, on a non-binding advisory basis, to hold an advisory vote on executive compensation on an annual basis, by the votes set forth in the table below:

One-Year
Frequency Vote
 
Two-Year
Frequency Vote
 
Three -Year
Frequency Vote
 
Abstain
 
Broker Non-Votes
53,705,945
 
143,102
 
12,009,520
 
113,504
 
6,573,728
        



Based on these results, and consistent with the Company’s recommendation, the Board of Directors has determined to continue to hold an advisory vote on executive compensation on an annual basis (i.e., every year).
 
 



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/ Bryon L. Koepke
 
Name:
Bryon L. Koepke

 
Title:
Senior Vice President and
Chief Securities Counsel


Date: May 19, 2017