Group 1 Automotive Inc 8-K, filed Mar 5, 2021
Group 1 Automotive Inc (GPI)
About this 8-K
Group 1 Automotive Inc filed this 8-K on March 5, 2021, reporting on events of March 1, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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:
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 1, 2021, the Board of Directors (the “Board”) of Group 1 Automotive, Inc., a Delaware corporation (the “Company”), appointed Steven C. Mizell to the Board and expanded the Board’s membership to ten directors. There are no understandings or arrangements between Mr. Mizell and any other person pursuant to which Mr. Mizell was selected to serve as a director of the Board. There are no relationships between Mr. Mizell and the Company or any of its subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation S-K. Mr. Mizell will receive compensation for his service as a member of the Board that is consistent with the compensatory arrangements the Company has in place with its other non-employee directors, as disclosed in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 8, 2020. The Company also entered into an indemnification agreement with Mr. Mizell. Under the terms of the indemnification agreement, the Company has agreed to indemnify Mr. Mizell for actions taken in his capacity as a director of the Company to the fullest extent permitted by the Delaware General Corporation Law for certain expenses and costs incurred by Mr. Mizell, under the circumstances and to the extent provided for in the indemnification agreement. The description in this Item 5.02 of the terms of the indemnification agreement is qualified in its entirety by reference to the full text of the form of indemnification agreement filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference. On March 1, 2021, he received a pro-rata award of restricted stock units valued at $167,671.23 (pro-rated from $200,000), for the equity portion of his Board retainer. Restricted stock units awarded to non-employee directors are fully vested immediately upon issuance. The restricted stock units settle on the date of the director's separation from service, as such term is defined in §1.409A-1(h) under Title 26 of the Internal Revenue Code, and will be settled in a lump sum cash payment.
A copy of the press release announcing Mr. Mizell’s appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On March 1, 2021, the Company, announced Mr. Mizell’s appointment to the Board.
A copy of the press release announcing Mr. Mizell’s appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
As provided in General Instruction B.2. of Form 8-K, the information in the press release attached as Exhibit 99.1 and incorporated by reference in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
Exhibit Index
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Description |
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99.1 |
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Press Release of Group 1 Automotive, Inc., dated as of March 1, 2021. |
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10.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
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Group 1 Automotive, Inc. |
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Date: March 5, 2021 |
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By: |
/s/ Darryl M. Burman |
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Name: Darryl M. Burman |
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Title: Sr. Vice President |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Group 1 Automotive Appoints New Board Member to Board of Directors
HOUSTON, March 1, 2021 - Group 1 Automotive, Inc. (NYSE: GPI), (“Group 1” or the “Company”), an international, Fortune 500 automotive retailer, today announced the appointment of Steven C. Mizell to its Board of Directors effective today, and the expansion of its board’s membership to ten directors.
Mr. Mizell is currently a top-level executive at Merck & Co., Inc., one of the leading global pharmaceutical companies and his previous business experience also includes key executive roles at world class companies such as Monsanto and Westinghouse.
At Merck, Mr. Mizell serves on the Executive Committee with human resources responsibility for over 69,000 employees and is responsible for the company’s talent acquisition and development, diversity and inclusion, and wellness.
Steve Quinn, Group 1 Automotive Chairman commented, “We are extremely pleased to add a person of Steve’s broad and extensive human resources experience to our board at Group 1. The key to our success at Group 1 has always been driven by our fantastic workforce and Steve’s perspective and input in this area will no doubt be very valuable.”
Prior to joining Merck, Mr. Mizell served in a variety of executive roles at Monsanto from 2004 until the company was acquired by Bayer in 2018. At Monsanto he was responsible for all human resources activity and supported the company’s aggressive acquisition and growth strategy. Earlier in his career Mr. Mizell spent 14 years in a variety of executive roles at Westinghouse Electric Corporation and a period as Senior Vice President, Chief Corporate Resource Officer at Zilog, Inc, an international semiconductor company.
Group 1 CEO Earl Hesterberg added, “Steve’s wide-ranging business experience fits perfectly with the breadth of our business activities and will be a valuable resource for our senior management. In addition to his vast experience with human capital issues and concerns, he has been involved in a variety of different transactional businesses, as well as many M&A environments, which will support us in our growth efforts.”
Mr. Mizell is currently a board member of Allegion plc. (NYSE: ALLE) a home and business security company, and previously served as a director of Oshkosh Corporation, a global manufacturer of military vehicles, fire trucks and lift equipment.
Mr. Mizell holds a B.S. degree from Georgia Tech Institute of Technology as well as a M.S. in Management from Carnegie Mellon University.
ABOUT GROUP 1 AUTOMOTIVE, INC.
Group 1 owns and operates 182 automotive dealerships, 236 franchises, and 49 collision centers in the United States, the United Kingdom and Brazil that offer 31 brands of automobiles. Through its dealerships, the Company sells new and used cars and light trucks; arranges related vehicle financing; sells service contracts; provides automotive maintenance and repair services; and sells vehicle parts.
Investors please visit www.group1corp.com, www.group1auto.com, www.group1collision.com, www.acceleride.com, www.facebook.com/group1auto, and www.twitter.com/group1auto, where Group 1 discloses additional information about the Company, its business, and its results of operations.
SOURCE: Group 1 Automotive, Inc.
Investor contacts:
Sheila Roth
Manager, Investor Relations
Group 1 Automotive, Inc.
713-647-5741 | sroth@group1auto.com
Media contacts:
Pete DeLongchamps
Senior Vice President, Manufacturer Relations, Financial Services and Public Affairs
Group 1 Automotive, Inc.
713-647-5770 | pdelongchamps@group1auto.com
or
Clint Woods
Pierpont Communications, Inc.
713-627-2223 | cwoods@piercom.com