Current Report Filing (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 16, 2019

Group 1 Automotive, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	1-13461	76-0506313
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

800 Gessner, Suite 500 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

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 2019 Annual Meeting of the Stockholders of Group 1 Automotive, Inc. (the “Company”) was held on May 16, 2019 (the “Annual Meeting”). At the Annual Meeting, the stockholders 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 2020 Annual Meeting of Stockholders or until their successors are duly elected and qualified, based upon the following votes:


Nominee	For	Withheld
John L. Adams	16,342,602	184,058
Carin M. Barth	16,283,096	243,564
Earl J. Hesterberg	16,407,484	119,176
Lincoln Pereira	16,364,493	162,167
Stephen D. Quinn	16,274,912	251,748
Charles L. Szews	16,105,615	421,045
Anne Taylor	16,258,096	268,564
Max P. Watson, Jr.	16,113,259	413,401
MaryAnn Wright	16,456,124	70,536

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
15,359,714	1,155,878	11,068	1,109,581

Proposal 3

The ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019 was approved, based upon the following votes:


For	Against	Abstain
17,414,307	219,587	2,347

Item 8.01 Other Events.

On May 16, 2019, the Company announced that its Board of Directors approved a cash dividend of $0.26 per share for the first quarter of 2019, payable on June 17, 2019 to stockholders of record on June 3, 2019.

A copy of the press release announcing the cash dividend is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Index

Exhibit

Number

Description

99.1

Press Release of Group 1 Automotive, Inc., dated as of May 16, 2019.

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.