UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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. ☐
| Item 3.03 | Material Modification to Rights of Security Holders. |
As previously disclosed, on May 14, 2025, Avis Budget Group, Inc. (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, stockholders approved, among other things, certain amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to (i) revise the vote requirement for removal of directors, (ii) allocate the voting privileges over amendments solely affecting holders of shares of preferred stock of the Company and (iii) provide for officer exculpation and make certain housekeeping changes (collectively, the “Charter Amendments”). Detailed descriptions of the foregoing amendments were set forth in Proposals Six, Eight and Nine, respectively, in the Company’s Definitive Proxy Statement for the Annual Meeting, filed with the Securities and Exchange Commission on March 27, 2025 (the “Proxy Statement”), which descriptions are incorporated by reference herein. On July 31, 2025, the Company filed with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation reflecting the Charter Amendments (the “Amended and Restated Certificate”).
The foregoing description of the Charter Amendments does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Certificate, which is attached hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
The following exhibits are filed as part of this report:
| Exhibit No. | Description | |
| 3.1 |
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Amended and Restated Certificate of Incorporation of Avis Budget Group, Inc., dated as of July 31, 2025. |
| 3.2 | Amended and Restated Certificate of Incorporation of Avis Budget Group, Inc., dated as of July 31, 2025 (marked to show changes from prior version). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| AVIS BUDGET GROUP, INC. | |||
| By: | /s/ Jean M. Sera | ||
| Name: | Jean M. Sera | ||
| Title: | Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | ||
Date: July 31, 2025