Avis Budget Group Enters into New Cooperation Agreement with SRS Investment Management
February 24 2020 - 8:30AM
Avis Budget Group, Inc. (NASDAQ: CAR) (the “Company”) today
announced that it has entered into a new cooperation agreement with
SRS Investment Management, LLC ("SRS"), the Company's largest
shareholder.
The terms of the new approximately two-year cooperation
agreement include the appointment of Jagdeep Pahwa, a current Board
member and President of SRS, as Vice Chairman of the Board. The
Company’s slate for election at the 2020 Annual Meeting of
Shareholders will include the addition of Karthik Sarma, Managing
Partner of SRS, and current Board members Bernardo Hees, Mr. Pahwa,
Carl Sparks, Glenn Lurie, Brian Choi and Lynn Krominga.
Six current directors are not standing for re-election at the
2020 Annual Meeting, temporarily reducing the size of the Board to
seven directors. The Board will identify an additional independent
director within 90 days of the 2020 Annual Meeting, and once a
permanent Chief Executive Officer is named, he or she will also
join the Board, resulting in a nine-person Board.
Bernardo Hees, Chairman of the Board, said, "SRS has been a
valuable long-term partner to Avis. We are pleased to have
reached a new cooperation agreement with them that
we believe is in the best interests of the Company and
our shareholders. I look forward to working closely
with Jagdeep to drive shareholder value and position Avis
Budget Group for long-term performance. On behalf of the Board, I
would like to thank our retiring directors for their many
contributions to Avis Budget Group.”
“I am excited for this phase that Avis is entering with a
reconstituted Board that is fully aligned with the interests of all
stakeholders. The Board is well-equipped to oversee the Company’s
pursuit of excellence and focus on delivering strong, sustainable
results,” stated Mr. Sarma.
The complete agreement between Avis Budget Group and SRS will be
included in a Form 8-K to be filed with the Securities and Exchange
Commission.
Forward-Looking StatementsCertain 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,” “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, including all statements
related to the operation or effects of the new cooperation
agreement, 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
most recent Annual Report on Form 10-K and any subsequent Quarterly
Reports on Form 10-Q 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
Securities and Exchange Commission 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.
Important Additional Information and Where to Find
ItThe Company, its directors and certain of its executive
officers and employees may be deemed to be participants in the
solicitation of proxies from stockholders in connection with the
Company’s 2020 Annual Meeting. The Company plans to file a
proxy statement with the U.S. Securities and Exchange Commission
(the “SEC”) in connection with the solicitation of proxies for the
2020 Annual Meeting (the “2020 Proxy Statement”), together with a
WHITE proxy card. STOCKHOLDERS ARE URGED TO READ THE 2020 PROXY
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY
OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC
CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. Additional information
regarding the identity of these potential participants, none of
whom owns in excess of 1 percent of the Company’s outstanding
shares of common stock, other than Mr. Choi and Mr. Pahwa, who are
affiliated with SRS, which beneficially owns approximately 21.9% of
the Company’s outstanding shares, and their direct or indirect
interests, by security holdings or otherwise, will be set forth in
the 2020 Proxy Statement and other materials to be filed with the
SEC in connection with the 2020 Annual Meeting. Information
relating to the foregoing can also be found in the Company’s
definitive proxy statement for its 2019 Annual Meeting of
Shareholders (the “2019 Proxy Statement”), filed with the SEC on
March 26, 2019. To the extent holdings of the Company’s securities
by such potential participants have changed since the amounts
printed in the 2019 Proxy Statement, such changes have been or will
be reflected on Statements of Change in Ownership on Form 4 filed
with the SEC.
Stockholders will be able to obtain, free of charge, copies of
the 2020 Proxy Statement, any amendments or supplements thereto and
any other documents (including the WHITE proxy card) when filed by
the Company with the SEC in connection with the 2020 Annual Meeting
at the SEC’s website (http://www.sec.gov) or at the Company’s
website (https://avisbudgetgroup.com).
About Avis Budget GroupAvis Budget Group, Inc.
is a leading global provider of 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
30,000 employees and is headquartered in Parsippany, N.J. More
information is available at
avisbudgetgroup.com.
Contacts:
Media Contact:Sard Verbinnen & Co.David Millar/Tori
Goodell212-687-8080
Investor Contact:David CalabriaIR@avisbudget.com
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