Group 1 Automotive Supplement to Proxy Statement

TL;DR

G1 AUTO SUPPLEMENTS PROXY FOR MAY 15TH ANNUAL MEETING - VOTE YOUR SHARES

AI Summary

Group 1 Automotive, Inc. filed a Definitive Proxy Statement (DEFA14A) on April 18, 2024, supplementing its proxy materials for the Annual Meeting of Stockholders scheduled for May 15, 2024. This filing provides additional information to shareholders regarding the upcoming meeting and voting procedures.

Why It Matters

This filing informs shareholders about the upcoming annual meeting, ensuring they have the necessary information to participate in corporate governance decisions.

Risk Assessment

Risk Level: low — This is a routine proxy statement supplement, providing procedural information for an upcoming shareholder meeting.

Key Players & Entities

• GROUP 1 AUTOMOTIVE INC (company) — Registrant
• 0001308179-24-000520 (filing_id) — Accession Number
• 20240418 (date) — Filing Date
• May 15, 2024 (date) — Annual Meeting Date

FAQ

Filing Documents

• lgpi2024defa14a.htm (DEFA14A) — 22KB
• check01.jpg (GRAPHIC) — 1KB
• logo.jpg (GRAPHIC) — 13KB
• uncheck.jpg (GRAPHIC) — 1KB
• 0001308179-24-000520.txt ( ) — 44KB

From the Filing

1 AUTOMOTIVE INC - DEFA14A GROUP 1 AUTOMOTIVE, INC. - DEFA 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240.14a-12 GROUP 1 AUTOMOTIVE, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. SUPPLEMENT TO PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 15, 2024 This Supplement, dated April 17, 2024, supplements the definitive proxy statement of Group 1 Automotive, Inc. (the “ Company ”), dated April 5, 2024 (the “ Proxy Statement ”), and is being furnished to the Company’s shareholders in connection with the solicitation of proxies by the Board of Directors of the Company in connection with the Annual Meeting of Stockholders to be held on May 15, 2024 (the “ 2024 Annual Meeting ”). The Proxy Statement contains various proposals, including Proposal 5, titled “Approve 2024 Long-Term Incentive Plan” (“ Proposal 5 ”). Proposal 5 requests that the Company’s shareholders approve the amendment and restatement of the Company’s previously adopted 2014 Long-Term Incentive Plan (the original plan, the “ original LTIP ”), which would otherwise expire in 2024 pursuant to its original terms (as amended and restated, the “ 2024 LTIP ”). Following the filing of the Proxy Statement, the Company has discussed Proposal 5 with certain shareholders, and has received feedback that Proposal 5 contains certain ambiguities that led those shareholders to believe that the Company was requesting an additional pool of shares of the Company’s common stock be reserved pursuant to the 2024 LTIP. This supplemental filing is intended to address that ambiguity and clarify that the Company is not requesting that shareholders approve the reservation of any new or additional shares of the Company’s common stock for the 2024 LTIP. Accordingly, the only amendments that the Company’s shareholders must vote on in connection with Proposal 5 are (i) the extension of the original LTIP’s term for an additional ten (10) years, to May 15, 2034, and (ii) a reduction in the number of shares available for future issuance from 1,002,731 to 700,000. As of February 29, 2024, a total of 1,002,731 shares of the Company’s common stock remained available for future issuance pursuant to the original LTIP. In connection with the adoption of the 2024 LTIP, the Company desires to continue to use 700,000 shares of that previously approved and reserved 1,002,731 shares as the entire share reserve pool for grants of new awards pursuant to the 2024 LTIP. Proposal 5, as well as the proposed 2024 LTIP plan document attached as an exhibit to the Proxy Statement, state that 700,000 shares of the Company’s common stock will be available for issuance under the 2024 LTIP. However, the Company is not requesting the approval of an additional 700,000 shares of the Company’s common stock for the 2024 LTIP. Shares of common stock subject to outstanding awards under the original LTIP as of February 29, 2024, that become vested and eligible to be settled in the form of common stock (417,476 shares of common stock) will continue to be settled out of the shares that were previously approved for issuance under the original LTIP. In connection with this clarification, the Company is restating in its entirety the table below, along with its introduction and footnotes, within Proposal 5 (which is on page 88 of the Proxy Statement): The following table includes aggregated information regarding awards outstanding under the original LTIP as of February 29, 2024 and the number of shares that were available for future awards under the original LTIP as of that date and will continue to be available for future awards under the 2024 LTIP if this Proposal 5 is approved by shareholders. The Company is not requesting any additional shares of common stock for future issuance under the 2024 LTIP. Number of Shares As a Percentage of Shares Outstanding (1) Outstanding full-value awards (restricted stock awards, performance shares and phantom stock awards) (2) 417,476 3.08% Total shares of our common stock available for future award grants (3) 700,000 5.17