8-K

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 18, 2022

Group 1 Automotive, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	1-13461	76-0506313
(State or Other Jurisdiction<br><br><br>of Incorporation)	(Commission File Number)	(IRS Employer<br><br><br>Identification No.)
800 Gessner, Suite 500<br><br><br>Houston, Texas 77024		77024
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (713) 647-5700

Not Applicable

(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 240.14d-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	Trading<br><br><br>Symbol(s)	Name of each 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 5.07 Submission of Matters to a Vote of Security Holders.

The 2022 Annual Meeting of the Shareholders of Group 1 Automotive, Inc. (the “Company”) was held on May 18, 2022 (the “Annual Meeting”). At the Annual Meeting, the shareholders voted on the following three proposals and cast their votes as set forth below.

Proposal 1

The nine director nominees named in the Company’s proxy statement were elected as directors to serve until the 2023 Annual Meeting of Shareholders or until their successors are duly elected and qualified, based upon the following votes:

Nominee	For	Withheld
Carin M. Barth	14,353,149	66,010
Earl J. Hesterberg	14,387,096	32,063
Steven C. Mizell	14,296,443	122,716
Lincoln Pereira Filho	14,378,981	40,178
Stephen D. Quinn	14,029,165	389,994
Steven P. Stanbrook	14,288,546	130,613
Charles L. Szews	14,386,920	32,239
Anne Taylor	13,960,372	458,787
MaryAnn Wright	14,331,460	87,699

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 AbstainBroker Non-Votes 14,002,789396,91119,4591,100,826

Proposal 3

The ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022 was approved, based upon the following votes:

For Against Abstain

15,489,19127,0963,698

Item 8.01 Other Events.

On May 18, 2022, the Company announced that its Board of Directors approved a cash dividend of $0.37 per share for the first quarter of 2022, payable on June 15, 2022 to stockholders of record on June 1, 2022.

Additionally, the Company announced that the Board of Directors increased the Company’s common stock share repurchase authorization by $175 million to $250 million.  Purchases may be made from time to time, based on market conditions, legal requirements, and other corporate considerations, in the open market or in privately negotiated transactions.

A copy of the press release announcing the share repurchase authorization and cash dividend payable is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Index

Exhibit<br>Number	Description
99.1	Press Release of Group 1 Automotive, Inc. dated effective May 18, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 20, 2022	By:	/s/ Darryl M. Burman
		Name: Darryl M. Burman
		Title: Sr. Vice President

gpi-ex991_22.htm

Exhibit 99.1

FOR IMMEDIATE RELEASE

Group 1 Automotive Board Approves Share Repurchase Authorization & Announces Quarterly Cash Dividend

HOUSTON, TX, May 18, 2022 - Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), an international, Fortune 300 automotive retailer with 202 dealerships located in the U.S. and U.K., today announced its board of directors increased the Company’s common stock repurchase authorization by $175 million to $250 million, and also declared an increase to the quarterly cash dividend.

“We continue to demonstrate strong cash flow and a healthy balance sheet, which has enabled significant capital deployment in 2022.  We look to continue growth via acquisitions while also returning capital to our shareholders,” said Earl J. Hesterberg, Group 1’s President and Chief Executive Officer.

▪	Share Repurchases & Authorization Increase

The Company announced that its board of directors increased the Company's common stock share repurchase authorization by $175 million to $250 million. The Company also updated their year-to-date repurchase activity of 796,060 shares of common stock at an average price of $179.72 for a total of $143.1 million, which represents 4.6 percent of Group 1's outstanding share count at January 1, 2022. Purchases may be made from time to time, based on market conditions, legal requirements, and other corporate considerations, in the open market or in privately negotiated transactions.  The Company expects that any repurchase of shares will be funded by cash from operations.  Repurchased shares will be held in treasury.

▪	Quarterly Cash Dividend Increase

Group 1’s board of directors also declared a cash dividend of $0.37 per share for the first quarter of 2022.  The dividend represents an increase of 2.8%, or $0.01 per share, from the fourth quarter of 2021, and will be payable on June 15, 2022, to stockholders of record as of June 1, 2022.

ABOUT GROUP 1 AUTOMOTIVE, INC.

Group 1 owns and operates 202 automotive dealerships, 268 franchises, and 46 collision centers in the United States and the United Kingdom that offer 34 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.

Group 1 discloses additional information about the Company, its business, and its results of operations at www.group1corp.com, www.group1auto.com, www.group1collision.com, www.acceleride.com, www.facebook.com/group1auto, and www.twitter.com/group1auto.

FORWARD-LOOKING STATEMENTS

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, which are statements related to future, not past, events and are based on our current expectations and assumptions regarding our business, the economy and other future conditions. In this context, the forward-looking statements often include statements regarding our goals, plans, projections and guidance regarding our financial position, results of operations and business strategy, and often contain words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "should," "foresee," "may" or "will" and similar expressions. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. Any such forward-looking statements are not assurances of future performance and involve risks and uncertainties that may cause actual results to differ

materially from those set forth in the statements. These risks and uncertainties include, among other things, (a) general economic and business conditions, (b) the level of manufacturer incentives, (c) the future regulatory environment, (d) our ability to obtain an inventory of desirable new and used vehicles, (e) our relationship with our automobile manufacturers and the willingness of manufacturers to approve future acquisitions, (f) our cost of financing and the availability of credit for consumers, (g) our ability to complete acquisitions and dispositions and the risks associated therewith, (h) foreign exchange controls and currency fluctuations, (i) the impacts of COVID-19 and the armed conflict in Ukraine on our business and the supply chains upon which our business is dependent, (j) the impacts of any potential global recession, (k) our ability to maintain sufficient liquidity to operate, (l) the risk that proposed transactions will not be consummated in a timely manner, and (m) our ability to successfully integrate recent and future acquisitions. For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.

SOURCE: Group 1 Automotive, Inc.

Investor contacts:

Jason Babbitt

Vice President, Treasurer

Group 1 Automotive, Inc.

jbabbitt@group1auto.com

Media contacts:

Pete DeLongchamps

Senior Vice President, Manufacturer Relations, Financial Services and Public Affairs

Group 1 Automotive, Inc.

pdelongchamps@group1auto.com

or

Clint Woods

Pierpont Communications, Inc.

713-627-2223

cwoods@piercom.com