Jagdeep Pahwa and Carl Sparks Appointed to
Board
Avis Budget Group, Inc. (NASDAQ:CAR) today announced that it has
entered into a new cooperation agreement with SRS Investment
Management, LLC (“SRS”), the Company’s largest shareholder for the
last several years. The Company also announced that,
effective April 16, 2018, it is terminating the Shareholder Rights
Plan it adopted in January 2018.
The terms of the new cooperation agreement include the
appointment to the Avis Budget Group Board of Jagdeep Pahwa, the
President of SRS, and Carl Sparks, an independent candidate
nominated by SRS, effective April 20, 2018, which will temporarily
expand the Board to 14 members. Brian Choi, a partner at SRS
and Board member since 2016, and Sanoke Viswanathan, an independent
director nominated to the Board by SRS in 2016, will be
re-nominated to the Board.
The Company’s slate for election at the 2018 Annual Meeting also
includes Glenn Lurie and Francis Shammo, new independent nominees
with significant technology and mobility expertise who were
identified by Avis Budget Group, reflecting the Board’s commitment
to refreshment.
As previously announced, three current Company directors are not
standing for re-election at the 2018 Annual Meeting. Coupled
with the addition of Messrs. Lurie and Shammo, this will reduce the
size of the Board to 13 directors. In addition, the Company
has agreed that at the 2019 Annual Meeting, one incumbent director
will not stand for reelection, reducing the size of the Board to 12
directors.
In addition, SRS has agreed to a standstill and voting
commitments beginning on the date of the new cooperation agreement
and ending on the earlier of January 25, 2020, or 30 days prior to
the last date for which notice of a shareholder’s intention to
nominate any individual as a director of the Company at the 2020
Annual Meeting of Shareholders must be received by the
Company.
SRS will vote all of its shares in favor of the Company’s
nominees and other proposals at any meeting of the Company’s
shareholders during the standstill period, subject to certain
exceptions. SRS will be permitted to increase its equity
ownership stake in the Company to 20% of the shares outstanding and
has committed to vote any shares in excess of 20% (resulting from
Company share repurchases or other reductions in outstanding
shares) in proportion to the Company’s other shareholders.
“We have had a strong relationship with SRS for many years and
appreciate their insight and ongoing support for our strategy to
maximize shareholder value,” said Leonard S. Coleman, lead
independent director of Avis Budget Group. “We are pleased to
have put in place a new cooperation agreement with our largest
shareholder and are immediately terminating the Shareholder Rights
Plan well before its scheduled expiration.”
Karthik Sarma, Founder and Portfolio Manager of SRS, said, "We
are pleased to have reached a new cooperation agreement with Avis
Budget Group. This agreement to appoint our four director
nominees, along with the addition of Messrs. Lurie and Shammo as
independent directors, is an important step in refreshing the Avis
Budget Group Board. We look forward to continue working with
the Board and management team to achieve operating excellence,
navigate the rapidly evolving world of mobility and drive value for
all Avis Budget Group shareholders.”
The complete agreement between Avis Budget Group and SRS, as
well as the amendment to the Shareholder Rights Plan, will be
included in a Form 8-K to be filed with the Securities and Exchange
Commission.
About Avis Budget Group Avis Budget Group, Inc.
is a leading global provider of vehicle rental and other mobility
solutions, both through its Avis and Budget brands, which have more
than 11,000 rental locations in approximately 180 countries around
the world, and through its Zipcar brand, which is the world’s
leading car sharing network, with more than one million members.
Avis Budget Group operates most of its car rental offices in North
America, Europe and Australasia directly, and operates primarily
through licensees in other parts of the world. Avis Budget Group
has approximately 31,000 employees and is headquartered in
Parsippany, N.J. More information is available at
www.avisbudgetgroup.com.
Forward-Looking Statements Certain statements
in this press release constitute “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Statements preceded by, followed by or that otherwise
include the words “believes,” “expects,” “anticipates,” “intends,”
“projects,” “estimates,” “plans,” “may increase,” “may fluctuate,”
“will,” “should,” “would,” “may” and “could” or similar words or
expressions are generally forward-looking in nature and not
historical facts. Any statements that refer to outlook,
expectations or other characterizations of future events,
circumstances or results are also forward-looking statements.
Important risks, assumptions and other important factors that could
cause future results to differ materially from those expressed in
the forward-looking statements are specified in Avis Budget Group’s
Annual Report on Form 10-K for the year ended December 31, 2017
included under headings such as “Forward-Looking Statements”, “Risk
Factors” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and in other filings and
furnishings made by the Company with the U.S. Securities and
Exchange Commission (the “SEC”) from time to time. The Company
undertakes no obligation to release publicly any revisions to any
forward-looking statements, to report events or to report the
occurrence of unanticipated events.
Additional Information and Where to Find ItThe
Company has filed a preliminary proxy statement and a form of
associated proxy card with the SEC in connection with the
solicitation of proxies for the Company’s 2018 Annual Meeting of
Shareholders, and prior to the 2018 Annual Meeting of Shareholders,
the Company intends to file a definitive proxy statement and form
of proxy card with the SEC. THE COMPANY’S SHAREHOLDERS ARE STRONGLY
ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT, THE ACCOMPANYING
PROXY CARD AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. The Company’s shareholders will be able to
obtain any proxy statement, any amendments or supplements to the
proxy statement and other documents filed by the Company with the
SEC free of charge at the SEC’s website at www.sec.gov. Copies will
also be available free of charge at the Company’s website at
www.avisbudgetgroup.com.
Certain Information Regarding ParticipantsThe
Company, its directors and certain of its executive officers are
participants in the solicitation of proxies from the Company’s
shareholders in connection with the matters to be considered at the
Company’s 2018 Annual Meeting of Shareholders. Information about
the Company’s directors and executive officers is available in the
Company’s preliminary proxy statement filed with the SEC on April
2, 2018 with respect to the Company’s 2018 Annual Meeting of
Shareholders and, with respect to directors and executive officers
appointed following such date, in certain of the Company’s other
SEC filings made subsequent to the date of such proxy statement. To
the extent holdings of the Company’s securities by such directors
or executive officers have changed since the amounts printed in the
proxy statement, such changes have been or will be reflected on
Initial Statements of Beneficial Ownership on Form 3 or Statements
of Changes in Beneficial Ownership on Form 4 filed with the
SEC.
Contacts:
Investors
Neal Goldner
(973) 496-5086
IR@avisbudget.com
Media
Alice Pereira
(973) 496-3916
PR@avisbudget.com
George Sard/David Millar
Sard Verbinnen & Co.
(212) 687-8080
AvisBudget-SVC@sardverb.com
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