At our Annual Meeting, stockholders will act upon the matters outlined in the notice of meeting, including the election of two Class I directors, the amendment to our Restated Certificate of Incorporation to declassify our Board of Directors,eight director nominees, the advisory vote to approve executive compensation, the approval of the Group 1 Automotive, Inc. Employee Stock Purchase Plan,

December 31, 2015,2016, and the consideration of any other matters properly presented at the meeting. In addition, senior management will report on our business and financial performance during fiscal year 20142015 and respond to your questions.

Only our stockholders as of 5:00 p.m., Central Daylight Time, on March 23, 201521, 2016 (the record date) are entitled to receive notice of the Annual Meeting and to vote at

the meeting. On March 23, 2015,

You are entitled to one vote for each share of Group 1 common stock you owned at 5:00 p.m., Central

Central Daylight Time, on March 23, 2015,21, 2016, on all matters presented at the meeting.

If your shares are registered directly in your name with our registrar and transfer agent, American Stock Transfer & Trust Company, LLC, you are considered a stockholder of record with respect to

“beneficial owner” of those shares, and your shares are held in "street“street name."”

If you hold common stock inBOTH street name and as a stockholder of record,YOU MUST VOTE SEPARATELY for each position of common stock.

If you are a stockholder of record on the record date, you may vote in person at the Annual Meeting or by proxy using any of the following methods:

Internet — visit the website shown on the proxy card (www.proxyvote.com) and follow the instructions at that website at any time prior to 11:59 p.m., Eastern Daylight Time, on May 18, 2015;17, 2016;

Telephone — within the U.S. or Canada, call thetoll-free telephone number shown on the proxy card or and follow the instructions at any time prior to 11:59 p.m., Eastern Daylight Time, on May 18, 2015;17, 2016; or

procedures are designed to authenticate stockholders'stockholders’ identities, to allow stockholders to give their voting instructions and to confirm that stockholders'stockholders’ instructions have been recorded properly.

Submitting your proxy by Internet or telephone will not affect your right to vote in person should you decide to attend the Annual

If you are a stockholder of record on the record date, you can revoke your proxy prior to the completion of voting at the Annual Meeting by:

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delivering an executed,later-dated proxy that is received by the Corporate Secretary of the Company before the voting polls close at the Annual Meeting;

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Suite 500, Houston, Texas 77024 no later than May 18, 2015; or

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Automotive, Inc., 800 Gessner, Suite 500, Houston, Texas 77024 no later than May 17, 2016; or

voting in person at the Annual Meeting.

If you hold your shares in "street“street name,"” you will receive instructions from your broker, bank or other nominee describing how to vote your shares. If you do not instruct your broker, bank or other nominee how to vote your shares, they may vote your shares as they decide as to each routine matter under the rules of the New York Stock Exchange.

If you do not provide specific voting instructions to your broker onnon-routine matters, your broker may not cast a vote on the proposal, resulting in a brokernon-vote. Although any broker

non-vote would be counted as present at the meeting for

The Company'sCompany’s majority voting policy requires any director nominee in an uncontested election who receives a greater number of votes "withheld"“withheld” than votes "for"“for” his or her election to tender his or her resignation promptly following the certification of the election results. The Nominating/Governance Committee of the Board will consider all of the relevant facts and circumstances and make a recommendation to the Board with respect to whether to accept the resignation. Within 90 days, the Board is required to take action with respect to the recommendation and to promptly disclose its decision. The majority voting policy is more fully described in "Information“Information about Our Board of Directors and Its Committees — Majority Voting Policy."”

Our Board has appointed Earl J. Hesterberg, our President and Chief Executive Officer, and John C. Rickel, our Senior Vice President and Chief Financial Officer, as the management proxy holders for the Annual Meeting. If you are a stockholder of record, your shares will be voted by the management proxy holders in accordance with the instructions on the proxy card you submit by mail, or the instructions provided for any proxy submitted by telephone or Internet, as applicable. For stockholders who have their shares voted by duly submitting a proxy by mail, telephone or Internet, the management proxy holders will vote all shares represented by such valid proxies as our Board recommends, unless a stockholder appropriately specifies otherwise.

"FOR" approval of the Group 1 Automotive, Inc. Employee Stock Purchase Plan;executive compensation; and "“FOR"” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2015.2016.

We need a quorum with respect to each proposal being submitted for stockholder vote. A quorum will be present for purposes of proposals 1, 3, 42, and 53, if the holders of a majority of the shares of common stock entitled to vote are present in person or represented by proxy at the Annual Meeting. A quorum exists for purposes of proposal 2 when holders of at least 80% of the outstanding shares of the common stock are present in person or represented by proxy at the Annual Meeting. Our independent inspector of election, Broadridge Financial Solutions will determine whether or not a quorum is present. There must be a quorum for the Annual Meeting to be held. Proxies received but marked as abstentions or brokernon-votes will be included in the calculation of votes considered to be present at the Annual Meeting.

If less than a quorum is represented at the meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice, and the persons named as proxies

solicitation of proxies. A stockholder vote may be taken on one or more of the proposals in this proxy statement prior to such adjournment if sufficient proxies have been received and it is otherwise appropriate. Any adjournment will require the affirmative vote of the holders of a majority of those shares of common stock

represented at the meeting in person or by proxy. If a quorum is present, the persons named as proxies will vote the proxies they have been authorized to vote on any other business properly before the meeting in favor of such an adjournment.

We have engaged Alliance Advisors to assist with the solicitation of proxies for a fee not to exceed $5,000, plus reimbursement for reasonableout-of-pocket expenses. We will bear all expenses of soliciting proxies. We may reimburse brokerage firms, custodians, nominees, fiduciaries and other persons representing beneficial owners of our common stock for their reasonable expenses in forwarding solicitation

forwarding solicitation material to such beneficial owners. Directors, officers and employees of Group 1 may also solicit proxies in person or by other means of communication. Such directors, officers and employees will not be additionally compensated but may be reimbursed for reasonableout-of-pocket expenses in connection with such solicitation.

We have engaged Broadridge Financial Solutions to tabulate the votes and to serve as inspector of election at the Annual Meeting for a fee of approximately $3,500. Broadridge will separately tabulate For,

tabulate For, Against and Withhold votes, abstentions and brokernon-votes. Broadridge will also certify the election results and perform any other acts required by the Delaware General Corporation Law.

You may submit proposals for consideration at future stockholder meetings, including director nominations. Please read "Stockholder“Stockholder Proposals for 20162017 Annual Meeting"

Meeting” for information regarding

In 2014,2015, the Board held 10 meetings and acted by unanimous written consent nine times.twice. Committees of the Board held a combined total of 21 meetings. Each incumbent director attended 98%91% or more of the aggregate of all meetings of the Board and the committees on which he or she served during 2014,the periods in which he or she served during fiscal 2015, and, except for two directorsone director who werewas unable to attend one Board meeting, and one director who was unable to attend two committee meetings, attendance at such meetings was 100% for all directors.directors then currently serving. Under our Corporate Governance Guidelines,

our directors are encouraged to attend the Annual Meeting of our stockholders. All of the then-sitting

We are committed to good corporate governance which includes the highest standards of professional and personal conduct. Our Board has adopted several governance documents to guide the operation and direction of our Board and its committees, which include our Corporate Governance Guidelines, Code of Ethics, Code of Conduct and charters for the Audit Committee, Compensation Committee,

Compensation Committee, Nominating/Governance Committee and Finance/Risk Management Committee. Each of these documents is available on our website atwww.group1auto.com and stockholders may obtain a printed copy, free of charge, by sending a written request to Group 1 Automotive, Inc., 800 Gessner, Suite 500, Houston, TX 77024, Attn: Corporate Secretary.

The Nominating/Governance Committee'sCommittee’s charter provides that the committee will annually assess the leadership structure of the Board and recommend a structure to the Board for approval. In 2014,2015, the Nominating/Governance Committee conducted that assessment, and determined that having an independent director serve asnon-executive Chairman of the Board continues to be in the best interest of our stockholders at this time. Our Chief Executive Officer is responsible for setting our strategic direction and providingday-to-day leadership, while the Chairman of the

the Board sets the agenda for Board meetings, presides over meetings of the full Board and provides guidance to our Chief Executive Officer. We believe this structure ensures a greater role for the independent directors in the oversight of our Company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of our Board. We discuss our directors'directors’ qualifications and characteristics under "Proposals to be Voted on by Stockholders — Proposal“Proposal 1 — Election of Directors — Board of Directors."”

Our Nominating/Governance Committee is responsible for identifying and recommending to our Board qualified individuals to be nominated to serve on our Board. Our Board'sBoard’s objective is to select individuals that have a demonstrated record

backgrounds and

The Board has analyzed the independence of each director. It has affirmatively determined that Ms. Wright and Messrs. Adams, Arnold, Quinn, Strange and Watson (all of ournon-employee directors) are independent directors under the New York Stock Exchange'sExchange’s listing standards. As part of its analysis, the Board determined that none of these directors has a material relationship with our Company.

Company. Mr. Hesterberg was determined not to be independent because he is our President and Chief Executive Officer, and Mr. Pereira, who was appointed to the Board following our acquisition of UAB Motors Participações, S.A. ("UAB"(“UAB”), was determined not to be independent because he is our Regional Vice President, Brazil and the Chairman of UAB.

We have in the past, and may, in the future, make donations to various charitable organizations. From time to time, some of our directors, officers and employees have been, and in the future may be,

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 responsible for preparing an agenda for the meetings of the independent directors in executive session.

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 internal controls, including financial reporting. In its risk management role, our Board has the responsibility to satisfy itself that our risk management processes and controls are adequate and functioning as designed and that our business is conducted wisely and in compliance with proper governance and applicable laws and regulations.

Much of our Board'sBoard’s oversight work is delegated to various committees, which meet regularly and report back to the full Board. All committees have significant roles in carrying out the risk oversight and management function. Each committee is comprised entirely of independent directors, except the Finance/Risk Management Committee, and is responsible for overseeing risks associated with its respective area of responsibility as further detailed below.

The Finance/Risk Management Committee is charged with oversight of our risk exposure related to our operations, including, among other things, cyber security and data protection and litigation management, enterprise risk management strategies, strategies for our insurance programs and our compliance with covenants of material debt instruments. The Finance/Risk Management Committee monitors ourfinance-related activities and provides guidance to management and the Board concerning ourlong-range financial policies and objectives.

The Audit Committee is responsible for oversight of Company risks relating to accounting matters, financial reporting (primarily internal control risks)

firm, accounting changes that could affect our financial statements and proposed audit adjustments. Further, the Audit Committee chair routinely meets between formal Audit Committee meetings with our chief financial officer, corporate controller, director of internal audit and our independent registered public accounting firm.

The Compensation Committee is responsible for overseeing risks relating to employment policies, our compensation policies and programs and our benefits systems. To assist it in satisfying these oversight responsibilities, from time to time the Compensation Committee has retained its own compensation consultant and meets regularly with management to understand the financial, human resources and stockholder implications of compensation decisions being made. A separate discussion regarding the risk considerations in our compensation programs, including the processes that are put in place by the Compensation Committee and management to identify, manage and mitigate potential risks in compensation, can be found on page 5138 of this proxy statement.

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 are to:

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

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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

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'sStrange’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 Securities and Exchange Commission's ("SEC")SEC rules and regulations. For information regarding Mr. Strange'sthe business experience for Messrs. Arnold, Quinn and Strange, please read "Proposal“Proposal 1 — Election of Directors — Board of Directors."” The Audit Committee held eight meetings during 2014,2015, with all individuals who were members attending.of 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 3624 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

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 2015,2016, the Compensation Committee considered the independence of PM&P in light of SEC rules and listing standards of the 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 (or select members of the Compensation Committee) present and where

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 standards required by law, applicable listing standards, our Amended and Restated Certificate of Incorporation, our Seconded Amended and Restated Bylaws and our Corporate Governance Guidelines, and

The Nominating/Governance Committee may consider candidates for our Board from any reasonable source, including from a search firm engaged by the Nominating/Governance Committee or stockholder recommendations, provided that the procedures set forth below are followed. The Nominating/Governance Committee does not intend to alter the manner in which it evaluates candidates based on whether the

Nominating/Governance Committee establishes, reviews and approves the

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 material debt instruments and our significant banking relationships. In addition, the Finance/Risk Management Committee reviews and assesses periodically the risk exposure of our operations, including cybersecurity, and plans and strategies for insurance programs, and authorizes riskmanagement-related activities within limits prescribed by our Board. The Finance/Risk Management Committee also provides direction for the assessment of future capital

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 risk. Risk profiles are updated annually to insure that all risks continue to be identified. Management updates the

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 NYSE'sNYSE’s listing standards. The Finance/Risk Management Committee held four meetings during 2014,2015, and all members were in attendance.

OurAt our 2015 Annual Meeting of Stockholders, we asked our stockholders to approve our Amended and Restated Certificate of Incorporation ("Certificate"(“Restated Certificate”) and Second Amended and Restated Bylaws ("Bylaws"(“Bylaws”) currently provide for three classes, which, among other things, declassified our Board of directors serving staggered three-year terms, each to hold office until a successor is elected and qualified or until the director's earlier resignation or removal.Directors. Our Board is recommending that our stockholders approve an amendment to our Certificate to declassify our Board. See "Proposal 2 — Amendment to our Restated Certificate of Incorporation to declassify the Board of Directors." The outcome of that vote will determine whether we declassify the Board and Bylaws currently provide for annual elections of directors.

Our Board of Directors has nominated eight directors beginning withfor election at this Annual Meeting to hold office until the next annual meeting and the election of their

successors. All of the nominees 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,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 continueunwilling for good cause to haveserve 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 classified Board.substitute by the Board, or the Board may reduce the number of directors.

The number of directors on our Board is reviewed annually and fixed by our Board from time to time. In February 2013, the Board approved the number of directors serving on the Board to be eight members. The Board will continue to evaluate the size of the Board and make adjustments as needed to meet the current and future needs of the Company. Based on the recommendation from the Nominating/Governance Committee, our Board has nominated Doyle L. Arnold and Earl J. Hesterberg to serve for one-year terms if stockholders approve the amendment to our Certificate to declassify our Board, or alternatively, for three-year terms expiring in 2018 if stockholders do not approve the amendment to our Certificate to declassify our Board. Each nominee is currently a director. At the February 2015 meeting, we appointed Mr. Arnold as a Class I director on our Board to fill the vacant seat created by the resignation of Ms. Beryl Raff. Mr. Hesterberg was most recently elected to our Board by the stockholders in 2012. The term for our Class II directors currently expires in 2016 and the term for our Class III directors currently expires in 2017.

Stockholders may not cumulate their votes in the election of our directors. Each nominee has consented to being named as a nominee in this proxy statement and has indicated a willingness to serve if elected. If a nominee should become unable or unwilling to serve for any reason (which we do not anticipate), proxies may be voted for

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.

If the amendment to our Certificate is approved by our stockholders, and Messrs. Arnold and Hesterberg receive a greater number of votes cast in favor of their continued service on the Board, each will serve for one year and his term will expire at the 2016 Annual Meeting. However, if the amendment is not approved by our stockholders, any director serving in Class I who receives a greater number of votes cast in favor of his continued service on the Board will serve the remainder of his term, or until 2018.

If Proposal 2 in this proxy statement is approved by stockholders, our directors will stand for re-election on an annual basis beginning in 2016. For more information regarding the amendment to our Restated Certificate of Incorporation to declassify our Board, please see "Proposal 2 — Amendment to our Restated Certificate of Incorporation to declassify the Board of Directors."