Group 1 Automotive Files 8-K with Bylaw Amendments

TL;DR

GPI filed an 8-K for bylaw changes, check exhibits for details.

AI Summary

Group 1 Automotive, Inc. filed an 8-K on May 16, 2025, reporting events as of May 13, 2025. The filing primarily concerns amendments to its Articles of Incorporation or Bylaws and includes financial statements and exhibits. The company is incorporated in Delaware and headquartered in Houston, Texas.

Why It Matters

This filing indicates potential changes to the company's governance structure or operational rules, which could impact its internal operations and shareholder rights.

Risk Assessment

Risk Level: low — The filing is procedural and relates to corporate governance updates rather than significant financial events.

Key Players & Entities

• Group 1 Automotive, Inc. (company) — Registrant
• 730 Town and Country Blvd, Suite 500, Houston, Texas 77024 (location) — Principal executive offices
• May 13, 2025 (date) — Date of earliest event reported
• May 16, 2025 (date) — Filing date

FAQ

From the Filing

0001031203-25-000035.txt : 20250516 0001031203-25-000035.hdr.sgml : 20250516 20250516154549 ACCESSION NUMBER: 0001031203-25-000035 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 14 CONFORMED PERIOD OF REPORT: 20250513 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20250516 DATE AS OF CHANGE: 20250516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GROUP 1 AUTOMOTIVE INC CENTRAL INDEX KEY: 0001031203 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] ORGANIZATION NAME: 07 Trade & Services EIN: 760506313 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13461 FILM NUMBER: 25958731 BUSINESS ADDRESS: STREET 1: 730 TOWN & COUNTRY BOULEVARD STREET 2: SUITE 500 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: 713-647-5700 MAIL ADDRESS: STREET 1: 730 TOWN & COUNTRY BOULEVARD STREET 2: SUITE 500 CITY: HOUSTON STATE: TX ZIP: 77024 8-K 1 gpi-20250513.htm 8-K gpi-20250513 0001031203 12/31 false 0001031203 2025-05-13 2025-05-13 UNITED STATES 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): May 13, 2025 Group 1 Automotive, Inc . (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) 730 Town and Country Blvd , Suite 500 Houston , Texas 77024 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code ( 713 ) 647-5700 N/A (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 (see General Instructions A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 40.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Ticker symbol(s) Name of exchange on which registered Common stock, par value $0.01 per share GPI New York Stock Exchange 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 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Effective upon the approval by Group 1 Automotive, Inc.’s (the “Company”) shareholders at the Company’s 2025 Annual Meeting of Shareholders on May 13, 2025, of the Company’s Fourth Amended and Restated Certificate of Incorporation, the Board of Directors of the Company approved and adopted amended and restated bylaws (the “Fifth Amended and Restated Bylaws”). The Fifth Amended and Restated Bylaws, among other things, eliminate the requirement that at least 80% of the voting power of the then-outstanding capital stock of the Company entitled to vote, voting together as a single class, is required to amend o