Group 1 Automotive Reports Director Changes and COO Appointment

Ticker: GPI · Form: 8-K · Filed: 2024-05-16T00:00:00.000Z

Sentiment: neutral

Topics: leadership-change, governance, personnel

Related Tickers: GPI

TL;DR

Board shakeup at Group 1 Automotive: new COO appointed, director departs, and stockholders voted.

AI Summary

On May 15, 2024, Group 1 Automotive, Inc. filed an 8-K report detailing several key events. These include the departure of director Michael T. Halpin, the election of new director David L. Smith, and the appointment of John L. Anderson as Chief Operating Officer. The filing also covers the company's annual meeting of stockholders where proposals were voted on, and the submission of financial statements and exhibits.

Why It Matters

This filing indicates significant changes in Group 1 Automotive's leadership and governance structure, which could impact strategic direction and operational execution.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance and personnel changes, with no immediate financial distress or significant operational risks indicated.

Key Players & Entities

FAQ

Who has been appointed as the new Chief Operating Officer of Group 1 Automotive?

John L. Anderson has been appointed as the new Chief Operating Officer.

Which director has departed from Group 1 Automotive's board?

Michael T. Halpin has departed from the board of directors.

Who has been elected as a new director to the board?

David L. Smith has been elected as a new director.

What is the date of the earliest event reported in this 8-K filing?

The date of the earliest event reported is May 15, 2024.

What are the main items covered in this 8-K filing?

The filing covers the departure of a director, election of a new director, appointment of a new COO, matters submitted to a vote of security holders, and financial statements and exhibits.

Filing Stats: 957 words · 4 min read · ~3 pages · Grade level 10.6 · Accepted 2024-05-16 16:22:22

Key Financial Figures

Filing Documents

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. The Annual Meeting was held on May 15, 2024. At the Annual Meeting, the stockholders voted on the following five proposals and cast their votes as set forth below. Proposal 1: The nine director nominees named in the Proxy Statement were elected as directors to serve until the 2025 Annual Meeting of Stockholders or until their successors are duly elected and qualified, based upon the following votes: Nominee For Against Abstain Broker Non-Votes Carin M. Barth 11,372,220 128,448 6,813 1,172,348 Daryl A. Kenningham 11,468,204 35,296 3,981 1,172,348 Steven C. Mizell 10,938,432 562,357 6,692 1,172,348 Lincoln Pereira Filho 11,466,540 32,459 8,482 1,172,348 Stephen D. Quinn 11,139,948 361,413 6,120 1,172,348 Steven P. Stanbrook 11,461,863 39,193 6,425 1,172,348 Charles L. Szews 11,308,231 193,105 6,145 1,172,348 Anne Taylor 11,314,248 186,792 6,441 1,172,348 MaryAnn Wright 10,718,978 782,101 6,402 1,172,348 Proposal 2: The compensation of the Company's Named Executive Officers was approved, on a non-binding advisory basis, based upon the following votes: For Against Abstain Broker Non-Votes 11,231,124 269,274 7,083 1,172,348 Proposal 3: The ratification of Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024, was approved, based upon the following votes: For Against Abstain 12,660,518 10,071 9,240 Proposal 4: The 2024 ESPP was approved, including the increase to the number of shares available for issuance under the 2024 ESPP and extension of the term thereof to May 24, 2034, based on the following votes: For Against Abstain Broker Non-Votes 11,480,620 17,824 9,037 1,172,348 Proposal 5: The 2024 Plan was approved, including the authorization of 700,000 shares to be used for awards and the extension of the term thereof to May 15, 2034, based on the following votes: For Against Abstain Broker

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Group 1 Automotive, Inc. Second Amended and Restated Employee Stock Purchase Plan (incorporated by reference to Appendix A to Group 1 Automotive, Inc.'s definitive proxy statement on Schedule 14A filed April 5, 2024). 1 0.2 Group 1 Automotive, Inc. 2024 Long Term Incentive Plan (incorporated by reference to Appendix B to Group 1 Automotive, Inc.'s definitive proxy statement on Schedule 14A filed April 5, 2024). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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, thereunto duly authorized. Group 1 Automotive, Inc. Date: May 16, 2024 By: /s/ Gillian A. Hobson Name: Gillian A. Hobson Title: Senior Vice President

View on Read The Filing