Current Report Filing (8-k)
May 13 2020 - 3:55PM
Edgar (US Regulatory)
false
0001031203
0001031203
2020-05-13
2020-05-13
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, 2020
Group 1 Automotive, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware
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1-13461
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76-0506313
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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800 Gessner, Suite 500
Houston, Texas 77024
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77024
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(Address of Principal Executive Offices)
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(Zip Code)
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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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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GPI
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New York Stock Exchange
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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 5.07 Submission of Matters to a Vote of Security Holders.
The 2020 Annual Meeting of the Stockholders of Group 1 Automotive, Inc. (the “Company”) was held on May 13, 2020 (the “Annual Meeting”). At the Annual Meeting, the stockholders voted on the following four 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 2021 Annual Meeting of Stockholders or until their successors are duly elected and qualified, based upon the following votes:
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Nominee
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For
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Withheld
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Carin M. Barth
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15,625,292
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64,523
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Earl J. Hesterberg
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15,478,868
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210,947
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Lincoln Pereira
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15,236,184
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453,631
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Stephen D. Quinn
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15,181,731
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508,084
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Steven P. Stanbrook
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15,625,186
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64,629
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Charles L. Szews
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15,520,888
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168,927
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Anne Taylor
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15,461,324
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228,491
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Max P. Watson, Jr.
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15,132,735
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557,080
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MaryAnn Wright
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15,588,584
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101,231
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Proposal 2
The compensation of the Company’s Named Executive Officers was approved, on a non-binding advisory basis, based upon the following votes:
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For
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Against
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Abstain
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Broker Non-Votes
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14,897,807
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727,299
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64,709
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861,297
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Proposal 3
Approval of an Amendment to the Group 1 Automotive, Inc. 2014 Long-Term Incentive Plan:
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For
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Against
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Abstain
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Broker Non-Votes
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15,081,698
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579,800
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28,317
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861,297
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Proposal 4
The ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020 was approved, based upon the following votes:
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For
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Against
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Abstain
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16,483,741
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44,882
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22,489
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Index
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Exhibit
Number
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Description
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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: May 13, 2020
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By:
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/s/ Darryl M. Burman
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Name: Darryl M. Burman
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Title: Sr. Vice President
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