ASBURY AUTOMOTIVE GROUP INC

The proposal requests that the Board amend the company’s governing documents to permit holders of a combined 10% of outstanding common stock (or the lowest percentage permitted by state law) to call a special shareholder meeting, and to allow such meetings to be held online. It also seeks to prohibit ownership duration or record-holder-only requirements so recent purchasers can participate in calling a special meeting. The proponent argues the current (stated) 50% threshold is too high and that a 10% threshold would provide a practical check on board complacency while noting that shareholder-called special meetings are rare. The proposal asks shareholders to approve this change by voting in favor of the resolution.