UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): July 24, 2008
(July 24, 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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|||
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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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|||
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6
Sylvan Way
Parsippany,
NJ
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07054
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||||
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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:
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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
July
24, 2008, our Board of Directors elected Mr. Eduardo G. Mestre as a director,
effective immediately. Mr. Mestre has been Vice Chairman of Evercore
Partners since 2004. Prior to joining Evercore, Mr. Mestre served as
Chairman of Investment Banking at Citigroup, among numerous leadership positions
he filled during a twenty-seven year career there.
Mr.
Mestre will stand for re-election by shareholders at our 2009 Annual
Meeting. In accordance with compensation provided to all of our
non-employee directors, Mr. Mestre will receive an annual
retainer fee of $125,000. Such amount will be paid 50% in cash and 50% in
deferred common stock. In addition, Mr. Mestre was also awarded a
one-time new director equity grant of 7,500 deferred shares of common
stock, which will vest ratably over three years, subject to Mr. Mestre’s continued service as a director and
a deferred cash
award of approximately $30,000. 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.
Due
to a
payment made during 2006 by Cendant, as we were known at that time, to Evercore
Partners to render advice to its Board of Directors in connection with the
Cendant Separation, Mr. Mestre will not be eligible to be an independent
director under applicable NYSE rules until January 1,
2010.
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Item
7.01
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Regulation
FD Disclosure.
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Our
press
release announcing Mr. Mestre’s appointment 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) Exhibits.
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 July 24, 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.
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:
July 24, 2008
AVIS
BUDGET GROUP, INC.
CURRENT
REPORT ON FORM 8-K
Report
Dated July 24, 2008
EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Press
Release dated July 24, 2008.
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Exhibit
99.1
AVIS
BUDGET GROUP APPOINTS
EDUARDO
G. MESTRE TO BOARD OF DIRECTORS
PARSIPPANY,
N.J., July 24, 2008 – Avis Budget Group, Inc. (NYSE:
CAR), a leading provider of vehicle rental services, today announced
the appointment of Eduardo G. Mestre to its Board of Directors. Mr. Mestre
fills
a newly created seat and will serve for a term scheduled to end at the 2009
annual meeting of stockholders. With the addition of Mr. Mestre, the
Company’s Board is now comprised of nine members.
Mr.
Mestre adds extensive financial and business expertise to our Board of Directors
as vice chairman of Evercore Partners since 2004 where he is responsible
for the
firm’s corporate advisory business. Prior to joining Evercore, Mr.
Mestre served as Chairman of Investment Banking at Citigroup, among numerous
leadership positions he filled during a notable twenty-seven year career
there. Born in Havana, Mr. Mestre is a summa cum laude graduate of
Yale and a cum laude graduate of Harvard Law School.
“Mr.
Mestre’s distinguished record and proven counsel will enhance the effectiveness
of our Board,” said Mr. Nelson, chairman and chief executive officer, “and we
are certain that given his investment banking experience and diverse background,
he will be invaluable in helping guide Avis Budget in the coming
years.”
Due
to a
payment made during 2006 by Cendant, as we were known at that time, to Evercore
Partners to render advice to its Board of Directors in connection with the
Cendant Separation, Mr. Mestre is not currently eligible to be an independent
director under applicable NYSE rules until January 1, 2010. There
have been no other relationships between the Company and Mr. Mestre that
would
impact Mr. Mestre’s ability to become independent at such time.
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, visitwww.avisbudgetgroup.com.
Media
Contacts:
John
Barrows
(973)
496-7865
Investor
Contact:
David
Crowther
(973)
496-7277
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