Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 20, 2022, Asbury Automotive Group, Inc. (the "Company") held its 2022 annual meeting of stockholders. The matters upon which the stockholders voted are set forth below.




Proposal 1

The nine director nominees named in the Company's proxy statement were elected, each to hold office until the 2023 annual meeting of stockholders and until their successors are duly elected and qualified, based upon the following votes:



NOMINEE                          FOR           WITHHELD        BROKER NON-VOTES
Thomas J. Reddin              21,216,433        77,924            1,025,535
Joel Alsfine                  21,198,340        96,017            1,025,535
William D. Fay                21,265,883        28,474            1,025,535
David W. Hult                 21,265,785        28,572            1,025,535
Juanita T. James              21,060,689        233,668           1,025,535
Philip F. Maritz              21,049,626        244,731           1,025,535
Maureen F. Morrison           21,194,446        99,911            1,025,535
Bridget Ryan-Berman           21,180,884        113,473           1,025,535
Hilliard C. Terry, III        21,269,642        24,715            1,025,535




Proposal 2

The proposal to approve an advisory resolution on the compensation of the Company's named executive officers was approved based on the following votes:



     FOR            AGAINST        ABSTAIN        BROKER NON-VOTES
  21,139,052        133,330        21,975            1,025,535





Proposal 3

The proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022 was approved based on the following votes:



     FOR            AGAINST        ABSTAIN
  22,168,667        138,718        12,507

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