Current Report Filing (8-k)
September 28 2021 - 4:31PM
Edgar (US Regulatory)
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2021-09-27
2021-09-27
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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)
September 27, 2021
Avis Budget Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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001-10308
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06-0918165
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(State or Other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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6 Sylvan Way
Parsippany, NJ
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07054
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(Address of Principal Executive Offices)
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(Zip Code)
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(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.):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which
Registered
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Common Stock, par value $0.01
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CAR
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The Nasdaq Global Select Market
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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 ☐
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. ☐
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Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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The information included in Item 5.02 below is incorporated
in this Item 3.01 by reference.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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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.
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AVIS BUDGET GROUP, INC.
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By:
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/s/ Jean M. Sera
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Jean M. Sera
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Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary
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Date: September 28, 2021
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