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): April 3,
2008 (April 2, 2008)
Avis
Budget Group, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-10308
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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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(IRS
Employer Identification Number)
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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. below):
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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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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 April
2, 2008, our Board of Directors elected Mr. John D. Hardy, Jr. as a director,
effective immediately. Mr. Hardy fills the seat that was held by
Sheli Z. Rosenberg, who retired from the board on April 2,
2008. Until recently, Mr. Hardy was a partner of the law firm of
O’Melveny & Myers LLP for more than 25 years.
Mr. Hardy
will stand for re-election by shareholders at our 2008 Annual
Meeting. Mr. Hardy has been appointed to the Compensation Committee
of the Board of Directors.
Mr. Hardy is an independent director under the New York Stock
Exchange Listing Standards and our director independence criteria. In accordance
with compensation provided to all of our non-employee directors, Mr. Hardy was
awarded a one-time new director equity grant of 6,266 deferred shares of common
stock, which will vest ratably over three years, subject to Mr. Hardy’s continued service as a director. In addition, Mr.
Hardy will receive an annual retainer fee of $125,000 and fees as a
Compensation Committee member of $7,500 per year. Such amounts will be paid 50%
in cash and 50% in deferred common stock. Each share of deferred common stock
entitles a director to receive one share of common stock immediately following
such director’s retirement or termination of service from the Board for any
reason.
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Item 7.01
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Regulation FD
Disclosure.
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Our press
release announcing Mr. Hardy’s appointment and Ms. Rosenberg’s retirement
described in Item 5.02 above is attached as Exhibit 99.1 and
incorporated by reference herein.
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Item 9.01
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Financial Statements and
Exhibits.
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(d)
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Exhibits.
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The
following exhibits are filed as part of this report:
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Exhibit No.
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Description
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99.1
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Press
Release dated April 2, 2008.
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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.
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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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Name:
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Jean
M. Sera
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Title:
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Senior
Vice President and Secretary
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Date:
April 3, 2008
AVIS
BUDGET GROUP, INC.
CURRENT
REPORT ON FORM 8-K
Report
Dated April 3,
2008 (April 2, 2008)
EXHIBIT
INDEX
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Exhibit No.
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Description
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Press
Release dated April 2, 2008.
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Exhibit
99.1
AVIS
BUDGET GROUP APPOINTS
JOHN
D. HARDY, JR. TO BOARD OF DIRECTORS
PARSIPPANY, N.J., April 2, 2008
– Avis Budget Group, Inc. (NYSE: CAR), a leading
provider of vehicle rental services, today announced the appointment of John D.
Hardy, Jr. to its Board of Directors. Mr. Hardy will serve for a term scheduled
to end at the 2008 annual meeting of stockholders. He is an independent director
(under the rules of the New York Stock Exchange) and will serve on the Board’s
Compensation Committee. Mr. Hardy fills the seat that was held by
Sheli Z. Rosenberg, who retired from the Board today after a combined eight
years of service with Avis Budget and Cendant, as we were formerly
known.
Mr. Hardy
adds extensive legal expertise to our Board of Directors, as a former partner of
the law firm of O’Melveny & Myers LLP for more than 25 years, where he
served on the firm’s compensation committee and as chair of the firm’s capital
markets practice. Mr. Hardy has represented publicly and privately
owned corporations, investment managers and investment banks in connection with
securitization transactions, investment funds, debt and equity financings, joint
ventures and mergers and acquisitions. Mr. Hardy received a Juris Doctor from
the University of Virginia.
“We thank
Sheli for her many years of outstanding service both to Avis Budget Group and
Cendant,” said Ronald L. Nelson, chairman and chief executive officer of Avis
Budget Group. “While we will sorely miss her guidance and counsel, we
are extremely fortunate to have added someone of Jack’s experience and
background and are certain he will be invaluable in helping guide Avis Budget in
the coming years.”
About
Avis Budget Group, Inc.
Avis
Budget Group (NYSE: CAR) is a leading provider of vehicle rental services, with
operations in more than 70 countries. Through its Avis and Budget brands, the
company is the leading general-use vehicle rental company in each of North
America, Australia, New Zealand and certain other regions based on published
airport statistics. Avis Budget Group is headquartered in Parsippany, N.J.
and has more than 30,000 employees. For more information about Avis Budget
Group, visit www.avisbudgetgroup.com.
Media
Contacts:
John
Barrows
(973)
496-7865
Investor Contact:
David
Crowther
(973)
496-7277
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