8-K

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): March 7, 2013

ZIPCAR, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-35131	04-3499525
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

25 First Street, 4^th Floor

Cambridge, MA 02141

(Address of principal executive offices, including zip code)

(617) 995-4231

(Registrant’s telephone number, including area code)

(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:

¨ Written communications pursuant to Rule 425 under the Securities Act

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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

On March 7, 2013, Zipcar, Inc. (“Zipcar”) held a special meeting of stockholders (the “Special Meeting”) to (i) consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of December 31, 2012 (the “Merger Agreement”), by and among Avis Budget Group, Inc. (“Avis Budget”), Millennium Acquisition Sub, Inc. (“Merger Sub”) and Zipcar, pursuant to which (and subject to the conditions set forth therein) Merger Sub will merge with and into Zipcar, with Zipcar surviving as a wholly owned subsidiary of Avis Budget (the “Merger”), (ii) consider and vote on a proposal to approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to Zipcar’s named executive officers in connection with the Merger, and (iii) consider and vote on a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement.

There were 40,628,804 shares of Zipcar’s common stock issued and outstanding on the record date for the Special Meeting. At the Special Meeting there were 29,941,754 shares voted by proxy or in person. The results for each matter voted on were as follows:

1. Proposal to adopt the Merger Agreement:

FOR	AGAINST	ABSTAIN
29,405,047	509,671	27,036

2. Proposal to approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to Zipcar’s named executive officers in connection with the Merger:

FOR	AGAINST	ABSTAIN
25,438,043	2,480,336	2,023,375

3. Proposal to approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the meeting to adopt the Merger Agreement:

FOR	AGAINST	ABSTAIN
27,693,521	2,205,542	42,691

Adjournment of the Special Meeting to a later time or date was not necessary or appropriate because there were sufficient votes at the time of the Special Meeting to approve the adoption of the Merger Agreement. No other business properly came before the Special Meeting.

Item 8.01 Other Events.

On March 7, 2013, Zipcar issued a press release announcing the results of the Special Meeting, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release dated March 7, 2013.

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 hereunto duly authorized.

ZIPCAR, INC.
(Registrant)
By:	/s/ Dean J. Breda
	Dean J. Breda
	General Counsel and Secretary

Date: March 7, 2013

EXHIBIT INDEX

Exhibit No.	Exhibit Description
99.1	Press release dated March 7, 2013.

EX-99.1

Exhibit 99.1

ZIPCAR STOCKHOLDERS APPROVE ACQUISITION

OF ZIPCAR BY AVIS BUDGET GROUP

Merger Transaction Now Expected to Close during Week of March 11

PARSIPPANY, N.J. and CAMBRIDGE, Mass., March 7, 2013 — Avis Budget Group, Inc. (NASDAQ: CAR) and Zipcar, Inc. (NASDAQ: ZIP), the world’s leading car sharing network, today announced that, at a special meeting of stockholders held earlier today, Zipcar stockholders voted to approve the adoption of the previously announced merger agreement with Avis Budget.

Approximately 98% of the shares voted at today’s special meeting were voted in favor of the adoption of the merger agreement, representing approximately 72% of Zipcar’s outstanding shares of common stock as of the record date for the meeting.

The companies currently anticipate that the transaction will be completed during the week of March 11, subject to review by UK competition authorities and other customary closing conditions. The transaction has previously received regulatory clearance in the United States.

About Avis Budget Group, Inc.

Avis Budget Group, Inc. is a leading global provider of vehicle rental services through its Avis and Budget brands, with more than 10,000 rental locations in approximately 175 countries around the world. Avis Budget Group operates most of its car rental offices in North America, Europe and Australia directly, and operates primarily through licensees in other parts of the world. Avis Budget Group has approximately 28,000 employees and is headquartered in Parsippany, N.J. More information is available at www.avisbudgetgroup.com.

About Zipcar, Inc.

Zipcar is the world’s leading car sharing network, with more than 777,000 members and nearly 10,000 vehicles in urban areas and college campuses throughout the United States, Canada, the United Kingdom, Spain and Austria. Zipcar offers more than 30 makes and models of self-service vehicles by the hour or day to residents and businesses looking for an alternative to the high costs and hassles of owning a car. More information is available at www.zipcar.com.

Forward-Looking Statements

Certain statements in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may

cause the actual results, performance or achievements of Avis Budget Group or Zipcar to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements preceded by, followed by or that otherwise include the words “believes”, “expects”, “anticipates”, “intends”, “projects”, “estimates”, “plans”, “may increase”, “forecast” and similar expressions or future or conditional verbs such as “will”, “should”, “would”, “may” and “could” are based upon then current assumptions and expectations and are generally forward-looking in nature and not historical facts. Any statements that refer to outlook, expectations or other characterizations of future events, circumstances or results are also forward-looking statements.

There can be no assurance that the proposed acquisition of Zipcar will occur as currently contemplated, or at all, or that the expected benefits from the transaction will be realized on the timetable currently contemplated, or at all. Additional risks and uncertainties relating to the proposed acquisition of Zipcar include, but are not limited to, uncertainties as to the satisfaction of closing conditions to the acquisition, including timing and receipt of regulatory approvals, the respective parties’ performance of their obligations under the merger agreement relating to the acquisition, the status of capital markets, including availability and cost of capital, and other factors affecting the execution of the transaction.

A further list and description of important assumptions and other important factors that could cause actual results to differ materially from those in the forward-looking statements are specified in Avis Budget’s Annual Report on Form 10-K for the year ended December 31, 2012 and Zipcar’s Annual Report on Form 10-K for the year ended December 31, 2012, included under headings such as “Forward-Looking Statements”, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and in other filings and furnishings made by Avis Budget and Zipcar with the Securities and Exchange Commission from time to time. Other unknown or unpredictable factors could also have material adverse effects on Avis Budget’s or Zipcar’s performance or achievements. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this press release may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this press release. Avis Budget and Zipcar undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless required by law.

Contacts
Avis Budget Group Media Contact:	Avis Budget Group Investor Contact:
John Barrows	Neal Goldner
973-496-7865	973-496-5086
PR@avisbudget.com	IR@avisbudget.com
Zipcar Media Contact:	Zipcar Investor Contacts:
Karen Drake	Jamie Moser / Nick Lamplough
617-336-4323	Joele Frank, Wilkinson Brimmer Katcher
PR@zipcar.com	212-355-4449
	jmoser@joelefrank.com / nlamplough@joelefrank.com
	Jonathan Schaffer
	The Blueshirt Group
	212-871-3953
	IR@zipcar.com

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