We have in the past, and may, in the future, make donations to various charitable organizations. From

affiliated with such charities. During the annual independence review, our BoardNominating/Governance Committee determined that any such affiliations did not impact the independence of our directors.

Under our majority voting policy, in an uncontested election of directors, any nominee who receives a greater number of votes "withheld"“withheld” than votes "for"“for” his or her election will, promptly following the certification of the stockholder vote, tender his or her written resignation to the Board for consideration by the Nominating/Governance Committee. The Nominating/Governance Committee will consider the resignation and will make a recommendation to the Board concerning whether to accept or reject it.

In determining its recommendation to the Board, the Nominating/Governance Committee will consider all factors it considers relevant, which may include:

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the stated reason or reasons why stockholders who cast withhold votes for the director did so;

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the results of the most recent evaluation of the tendering director'sdirector’s performance by the Nominating/Governance Committee and other members of the Board.

The independent directors meet in executive session at each regularly scheduled meeting of our Board. Mr. Adams, ournon-executive Chairman of the Board,

presides over these meetings and is

Our Board, as a whole and through its committees, has broad responsibility for the oversight of risk management as well as specific risk management accountability for governance, overall operational risk, executive compensation, Chief Executive Officer succession planning and our system of

firm, accounting changes that could

basis to keep our directors informed concerning legal risks and other legal matters involving our Company. Finally, we have robust internal audit systems in place

to review adherence to policies and procedures, which are supported by a separate internal audit department.

Pursuant to its charter, the purposes and responsibilities of our Audit Committee include:are to:

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overseeing

oversee the quality, integrity and reliability of the financial statements and other financial information we provide to any governmental body or the public;

In addition to, and in connection with, the purposes and responsibilities described above, the Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm. The

Audit Committee also reviews our annual and quarterly financial statements and confirms the independence of our independent registered public accounting firm.

While the Audit Committee has the responsibilities and powers set forth in its charter, it is not the duty of the Audit Committee to plan or conduct audits, to determine that our financial statements are complete and accurate, or to determine that such statements are in accordance with accounting principles generally accepted in the United States and other applicable rules and regulations. Our management is responsible for the preparation of our financial statements in accordance with accounting principles generally accepted in the United States and our internal controls. Our independent registered public accounting firm is responsible for the audit work on our financial

has determined that each member of the Audit Committee is financially literate and that Mr. Strange has the necessary accounting and financial expertise to serve as Chairman. Mr. Strange also serves on the Audit Committees of New Jersey Resources Corporation, Newfield Exploration Company and BBVA Compass. Our Board has determined that Mr. Strange’s simultaneous service on these other Audit Committees and our Audit Committee does not impair his ability to serve effectively on our Audit Committee.

Our Board has also determined that Mr.each of Messrs. Arnold, Quinn and Strange is an "audit“audit committee financial expert"expert” following a determination that Mr.Messrs. Arnold, Quinn and Strange met the criteria for such designation under the SEC'sSEC rules and regulations. For information regarding Mr. Strange'sthe business experience for Messrs. Arnold, Quinn and Strange, please read "Proposals to be Voted on by Stockholders — Proposal“Proposal 1 — Election of Directors — BoardDirectors.” The Audit Committee held eight meetings during 2015, with all individuals who were members of Directors."the committee at such time attending each meeting, except for one director who was unable to attend one Audit Committee meeting.

The Report of the Audit Committee is set forth on page 3824 of this proxy statement.

Pursuant to its charter, the purposes and responsibilities of our Compensation Committee are to:

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review, evaluate, and approve our agreements, plans, policies, and programs to compensate our senior corporate officers;

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In connection with these purposes, our Board has entrusted the Compensation Committee with the overall responsibility for establishing, implementing and monitoring the compensation for our senior corporate officers (our executive officers and officers that report directly to our Chief Executive Officer). The Compensation Committee reviews and approves the compensation of our senior corporate officers and makes appropriate adjustments based on Company performance, achievement of predetermined goals and changes in an officer'sofficer’s duties and responsibilities. The Compensation Committee also approves all employment agreements related to the senior corporate officers and approves recommendations regarding equity awards for all employees. Together with management, and any counsel or other advisors deemed appropriate by the Compensation Committee, the Compensation

Executive Officer, the Compensation Committee reviews and discusses the particular compensation matter (together with our management and any counsel or other advisors deemed appropriate) and formulates a recommendation. The Compensation Committee'sCommittee’s Chairman then generally reports the Compensation Committee'sCommittee’s recommendation for approval by the full Board or, in certain cases, by the independent directors.

In general, executive compensation matters are presented to the Compensation Committee or raised with the Compensation Committee in one of the following ways: (1) at the request of the Compensation Committee Chairman or another Compensation Committee member or member of our Board, (2) in accordance with the Compensation Committee'sCommittee’s agenda, which is reviewed by the Compensation Committee members and other directors on an annual basis, (3) by our Chief Executive Officer or Senior Vice President, of Human Resources, Training and Operations Support or (4) by the Compensation Committee'sCommittee’s outside compensation consultant.

The Compensation Committee works with the management team, our Chief Executive Officer and our Senior Vice President, of Human Resources, Training and Operations Support, to implement and promote our executive compensation strategy. The most significant aspects of management'smanagement’s involvement in this process are:

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preparing materials in advance of Compensation Committee meetings for review by the Compensation Committee members;

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In addition, our Senior Vice President, of Human Resources, Training and Operations Support is involved in the executive compensation process by:

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providing the necessary compensation information to, and acting as our liaison with, the compensation consultant;

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In February 2014,2016, the Compensation Committee considered the independence of PM&P in light of new SEC rules and listing standards of the New York Stock Exchange.NYSE. The Compensation Committee requested and received a letter from PM&P addressing the consulting firm'sfirm’s independence, including the following factors: (1) other services provided to us by the consultant; (2) fees paid by us as a percentage of the consulting firm'sfirm’s total revenue; (3) policies or procedures maintained by the consulting firm that are designed to prevent a conflict of interest; (4) any business or personal relationships between the individual consultants involved in the engagement and a member of the Compensation Committee; (5) any company stock owned by the individual consultants involved in the engagement; and (6) any business or personal relationships between our executive officers and the consulting firm or the individual consultants involved in the engagement. The letter highlighted three additional factors that supported their independence: (1) PM&P has regular discussions with only the

Compensation Committee Chair'sChair’s request and/or with the Chair'sChair’s knowledge and approval, (2) PM&P has not provided any gifts, benefits or donations to our Company or received any gifts, benefits, or donations from our Company, and (3) PM&P is bound by strict confidentiality and information sharing protocols. The Compensation Committee discussed these considerations, among other things, and concluded that the work of PM&P did not raise any conflict of interest.

Pursuant to its charter, the purposes and responsibilities of our Nominating/Governance Committee are to:

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assist our Board by identifying individuals qualified to become members of our Board and recommend director nominees to our Board for election at the Annual Meetings of stockholders or for appointment to fill vacancies;

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seeks to implement the independence

The Nominating/Governance Committee may consider candidates for our Board from any

Nominating/Governance Committee establishes, reviews and approves the compensation of our directors and makes appropriate adjustments based on Company performance, duties and responsibilities of the directors and competitive environment. The Nominating/Governance Committee'sCommittee’s primary objectives in establishing and implementing director compensation are to:

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ensure the ability to attract, motivate and retain the talent necessary to provide qualified Board leadership; and

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Pursuant to its charter, the purposes of our Finance/Risk Management Committee are to:

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review, oversee and report to our Board regarding our financial status and capital structure, debt and equity financings, cash management and other banking activities, compliance with covenants of material debt instruments, investor/stockholder relations, relationships with various financial constituents and securities repurchase activities, and authorize transactions related thereto within limits prescribed by our Board;

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financial status and capital structure and can authorizefinance-related activities within limits prescribed by our Board. The Finance/Risk Management Committee reviews with management the status of current litigation matters and regularly reports to our Board on litigation and contingent liabilities. The Finance/Risk Management Committee also consults with management on matters that could have a significant financial impact on our Company and reviews our financial policies and procedures, our compliance with

the Board a robust Enterprise Risk Management Program, concentrating primarily in four principal areas that are significant to our business: (1) safety and risk; (2) strategic planning and operational risk; (3) financial and accounting risk; and (4) governance, regulatory and legislative

Board and steps taken to mitigate new risks which have been identified.

All members of the Finance/Risk Management Committee, except for Mr. Hesterberg, our President and Chief Executive Officer, and Mr. Pereira, our Regional Vice President, Brazil, are independent as defined under the New York Stock Exchange'sNYSE’s listing standards. The Finance/Risk Management Committee whose members consisted of Mr. Quinn (Chairman), Mr. Adams, Mr. Hesterberg, Mr. Pereira, Mr. Strange and Mr. Watson, held four meetings during 2013. Mr. Pereira was appointed to the Finance/Risk Management Committee2015, and all members were in February 2013.attendance.

OurAt our 2015 Annual Meeting of Stockholders, we asked our stockholders to approve our Amended and Restated Certificate of Incorporation provides(“Restated Certificate”) and Second Amended and Restated Bylaws (“Bylaws”), which, among other things, declassified our Board of Directors. Our Restated Certificate and Bylaws currently provide for a classified Board. Theannual elections of directors.

Our Board of Directors has nominated eight directors are divided into three classes, with each class serving for a periodelection at this Annual Meeting to hold office until the next annual meeting and the election of three years. As a result, the stockholders elect approximately one-thirdtheir

successors. All of the membersnominees are currently directors. Each agreed to be named in this Proxy Statement and to serve if elected. All of the nominees are expected to attend the 2016 Annual Meeting. All eight directors, then serving on the Board, attended the 2015 Annual Meeting.

The following table sets forth certain information, as of the date of this proxy statement, regarding our director nominees.

We have no reason to believe that any of the nominees will be unable or unwilling for good cause to serve if elected. However, if any nominee should become unable for any reason or unwilling for good cause to serve, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors.

The number of directors on our Board annually.

The board is currently composedreviewed annually and fixed by our Board from time to time. In February 2013, the Board approved the number of eight directors. Following the Annual Meeting, the board size will be seven members as one current director, Louis E. Lataif, has reached the Company's mandatory retirement age for non-management directors. The Nominating/Governance Committee is conducting a search for qualified board candidates and will recommend to the full board, baseddirectors serving on the results of that search, any later changesBoard to be eight members. The Board will continue to evaluate the board size. At the upcoming stockholders meeting, stockholders may vote for only two nominees, either in person or by proxy.

Based on the recommendation from the Nominating/Governance Committee, our Board has nominated Stephen D. Quinn and Lincoln da Cunha Pereira Filho for election as Class III directors to serve until the 2017 Annual Meeting and until their successors have been elected and qualified, or until their earlier resignation or removal. Each nominee is currently a director. Mr. Quinn was most recently elected to our Board by the stockholders in 2011. On February 28, 2013, in connection with the completionsize of the Company's acquisition of UAB Motors Participações S.A. ("UAB"),Board and make adjustments as needed to meet the Company entered into a Stockholders Agreement (the "Stockholders Agreement") with former shareholders of UAB (the "UAB Shareholders"). Pursuant to the termscurrent and future needs of the Stockholders Agreement, the UAB Shareholders have the right to designate one director to the Board so long as certain stock ownership of the Company is maintained. Mr. Pereira is currently the UAB Shareholders' designee to the Board.

position is elected for that position. You may vote "for"“for” or "withheld"“withheld” with respect to the election of directors. Only votes "for"“for” or "withheld"“withheld” are counted in determining whether a plurality has been cast in favor of a director. Abstentions are not counted for purposes of the election of directors.

Our majority voting policy requires, in an uncontested election, any nominee for director who receives a greater number of votes "withheld"“withheld” from his or her election than votes "for"“for” to promptly tender his or her resignation following certification of the election results. The Nominating/Governance Committee will promptly consider the resignation and a range of possible responses based on the circumstances that led stockholders to withhold votes, if known, and make a recommendation to the Board. The Board will act on the committee'scommittee’s recommendation within 90 days following certification of the results of the election.

Our Board believes that each of our directors is highly qualified to serve as a member of our Board. Each of our directors has contributed to the mix of skills, core competencies and qualifications of our Board. Our directors are highly educated and have diverse backgrounds and talents and extensive track records of success in what we believe are highly relevant positions with some of the most reputable organizations in the world. Our Board has also considered the fact that all of our directors have worked for, or served on the boards of directors of, a variety of companies in a wide range of industries. Many of our directors also have served as directors of Group 1 for many years and benefit from an intimate knowledge of

knowledge of our operations and corporate philosophy. Our Board believes that through their varying backgrounds, our directors bring a wealth of experiences and new ideas to our Board.

Described on the following pages are the principal occupations, positions and directorships for at least the past five years of our director nominees, and other directors whose terms extend beyond the Annual Meeting, as well as certain information regarding their individual experience, qualifications, attributes and skills that led our Board to conclude that they should serve on our Board. There are no family relationships among any of our directors or executive officers.