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iii

2016 Summary Compensation2018 SUMMARY COMPENSATION

Set forth below is the 20162018 compensation for each named executive officer:

Our Board of Directors Recommends a Vote “FOR” the

Non-Binding Advisory Approval of our Executive Compensation.

iv

Advisory Vote on Frequency of Executive Compensation Advisory Votes (Proposal 3)

As described in Proposal No. 2, in accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, our stockholders have the opportunity to cast an advisory vote to approve the compensation of our named executive officers. This Proposal No. 3 affords stockholders the opportunity to cast an advisory vote on how often we should include asay-on-pay proposal in our proxy materials for future annual stockholder meetings. In 2011, our stockholders indicated a preference for an annualsay-on-pay vote. We continue to believe thatsay-on-pay votes should be conducted every year so that our stockholders may annually express their views on our executive compensation program. Under this Proposal No. 3, stockholders may vote to have thesay-on-pay vote:

✓One Year (Annually)

Every Two Years

Every Three Years

Abstain

As an advisory vote, this proposal is not binding on Group 1, the Board, or the Compensation Committee. Although the advisory vote isnon-binding, our Compensation Committee and the Board of Directors will review the results and give serious consideration to the outcome of the vote. The option that receives the highest number of votes cast by stockholders will be the frequency of future advisory votes on executive compensation.

Our Board of Directors Recommends a Vote“FOR” the Non-Binding Advisory Approval of “ONE YEAR”

for this Proposal.

v

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Ratification of Ernst & Young LLP as our Independent Registered Public Accounting Firm for 20172019 (Proposal 4)3)

As a matter of good corporate governance, we are asking our stockholders to ratify the selectionappointment of Ernst & Young LLP (“Ernst & Young”) as our independent registered public accounting firm for the year ending December 31, 2017.2019. Set forth below is summary information with respect to Ernst & Young’s fees for services provided in 20152017 and 2016.2018.

Our Board of Directors Recommends a Vote “FOR” Ratification of the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2017.2019.

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OUR CORE CORPORATE SOCIAL RESPONSIBILITY VALUES

viOur core values, integrity, transparency, professionalism and teamwork, underlie our commitment to conduct our business in ways that are principled and accountable to key stakeholders and the communities in which we do business. We are committed to responsible business practices and continuous improvement of our operations and our relationships with our employees and the communities we live and work in.

	Community		Environment and Safety
	We believe that positively involving our employees and giving back to the communities in which we do business is central to our culture. Our charitable and philanthropic efforts include the Group 1 Foundation, employee volunteer opportunities, and partnerships with local food banks, homeless shelters, hospitals, school districts, animal rescue organizations and various other charitable organizations.		We are committed to appropriately monitoring and managing our environmental impact across our businesses, and to protecting the health and safety of our employees, customers and those with whom we do business.
	Workplace		Investor Outreach
	We strive to create workplaces of mutual trust and respect, and to provide a work environment that fosters inclusion and diversity, enabling our employees to achieve their full potential. We aim to maintain a collaborative, supportive, and opportunity-rich culture that enhances innovation and employee engagement.		We regularly interact with the investment community and prospective and existing stockholders through investor calls, conferences, meetings and occasional onsite visits. This interaction ensures that management and the Board understand and consider the views of our stockholders, perception of the investment community, and industry and economic outlook from the Company’s Wall Street covering analysts.

Business and Financial Highlights

Group 1 operates in three regions – the U.S., the U.K. and Brazil. In 2018, Group 1 continued to deliver record setting financial results and increased operational effectiveness. Our 2018 results compared to 2017 included:

	Record consolidated revenues of $11.6 billion, an increase of $477.6 million;
	U.K. record revenues of $2.4 billion, an increase of 22.7%;
	Actual (GAAP) EPS for 2018 was $7.83, a 22.3% decrease; Adjusted EPS for 2018 was $8.91, a 15.3% increase;
	Actual (GAAP) net income for 2018 was $157.8M, a 26.1% decrease; Adjusted net income for 2018 was $179.6M, a 9.8% increase;
	Achieved all-time U.S. Finance and Insurance (“F&I”) performance record of $1,710 per retail unit;

	Increased U.S. same store used vehicle retail unit sales by 8.8%;
	2.8% same store parts and service revenue growth;
	Total record sales of 318,516 new and used retail vehicles;
	Repurchased over 2.8 million shares of common stock, or 14% of our outstanding shares;
	Issued annual dividends of $1.04 per share; and
	Acquired 17 franchises with estimated annual revenues of $615.0 million.

See “Non-GAAP Financial Measures” in our Annual Report on Form 10-K for the year ended December 31, 2018, filed February 19, 2019 with the SEC, for a reconciliation of the non-GAAP measures to the comparable GAAP measures.

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800 Gessner, Suite 500

Houston, TX 77024

Proxy Statement

ThisThis proxy statement is being furnished to you in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Group 1 Automotive, Inc. (“Group 1” or the “Company”) for use at our 20172019 Annual Meeting of Stockholders (the “Annual Meeting”) and at any adjournment or postponement thereof. Proxy materials were first sent to stockholders beginning on or about April 10, 2017.

2017 Annual Meeting Date and Location11, 2019.

Delivery of Proxy MaterialsDELIVERY OF PROXY MATERIALS

Questions and Answers about the Annual Meeting

What is the purpose of the meeting?

Who is entitled to vote at the meeting?

Questions and Answers about the Annual Meeting

How many votes may I cast?

What is the difference between a stockholder of record and a beneficial owner or “street name” holder?

How do I vote my shares?

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:

 

2019 PROXY STATEMENT  ●
		Online — visit the website shown on the proxy card15

(www.proxyvote.com) and follow the instructions at

that website at any time priorBack to 11:59 p.m., Eastern  Daylight Contents

Time, on May 11, 2017;

		Telephone — within the United States (“U.S.”) or
		Canada, call thetoll-free telephone number shown on
the proxy card and follow the instructions at any time prior
to 11:59 p.m., Eastern Daylight Time, on May 11, 2017; or

		Mail — if you receive a paper copy of the proxy
		materials, complete, sign and date the proxy card and
return the proxy card in the prepaid envelope. Your proxy card
must be received by the Company before the voting polls
close at the Annual Meeting.

If you vote by internet or telephone, do not return your proxy card. The telephone and internet voting

procedures are designed to authenticate stockholders’ identities, to allow stockholders to give their voting instructions and to confirm that 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 Meeting.

If you want to vote in person at the meeting, you must request a ballot. For directions to the Annual Meeting visit www.sterlingmccalllexus.com and click on the Map and Directions box.

If you hold your shares in street name, you will receive instructions from your broker, bank or other nominee describing how to vote your shares. Beneficial owners voting by telephone or internet are subject to the same deadlines as described above for holders of record. If you want to vote in person, you must obtain a legal proxy from your broker, bank or other nominee and bring it to the meeting.

Can I change my vote or revoke my proxy?

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:

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;

resubmitting your proxy by internet or telephone at any time prior to 11:59 p.m., Eastern Daylight Time, on May 11, 2017;

delivering a written notice of revocation of the proxy to Beth Sibley, Corporate Secretary, Group 1 Automotive, Inc., 800 Gessner, Suite 500, Houston, Texas 77024 no later than May 11, 2017; or

voting in person at the Annual Meeting.

Only your latest dated proxy that we receive prior to the Annual Meeting will be counted. Further, your attendance at the Annual Meeting will not automatically revoke your proxy.

Questions and Answers about the Annual Meeting

If you are a street name stockholder you must follow the instructions of your broker, bank or other nominee to revoke your voting instructions. You may also vote in

person at the Annual Meeting if you obtain a legal proxy from your broker, bank or other nominee.

What is the effect of brokernon-votes and abstentions and what vote is required to approve each proposal?

If you hold your shares in “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. Only Proposal No. 4 is considered a “routine” matter.

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 brokernon-vote would be

counted as present at the meeting for purposes of determining a quorum, it would be treated as not entitled to vote with respect to“non-routine” matters. If you are a beneficial owner holding shares through a broker, bank or other nominee and you do not provide voting instructions on certain matters, your broker may cast a vote on your behalf for Proposal No. 4, but may not cast a vote on Proposals No. 1, 2 or 3. Abstentions occur when stockholders are present at the Annual Meeting but fail to vote or voluntarily withhold their vote for any of the matters upon which the stockholders are voting.

The table below describes the vote required for approval of each matter to be brought before the meeting, as well as the treatment of abstentions and brokernon-votes as to each matter.

Proposal		Vote Required		Treatment of Abstentions		Treatment of Broker Non-Votes
1		Each nominee must receive the affirmative vote of a majority of votes cast by stockholders entitled to vote in the election of directors. Nominees who receive more “for” votes than “against” votes are elected, subject to our director resignation policy described below		Not applicable		Not taken into account
2		The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote on the matter		Count as a vote “against”		Not taken into account
3		The frequency receiving the greatest number of “for” votes will be the frequency approved by stockholders		Not applicable		Not taken into account
4		The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote on the matter		Count as a vote “against”		Brokers have discretion

The Company’s director resignation policy requires any director nominee in an uncontested election who receives a greater number of votes “against” than votes “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 director resignation policy is more fully described in “Information about Our

Board of Directors and Its Committees — Director Resignation 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

Questions and Answers about the Annual Meeting

shares voted by duly submitting a proxy by mail, telephone or internet, unless the stockholder appropriately specifies otherwise, the management

proxy holders will vote all shares represented by such valid proxies as our Board recommends.

How does the Board recommend I vote?

Our Board of Directors recommends that you vote your shares “FOR” each of the director nominees; “FOR” the approval, on anon-binding advisory basis, of our executive compensation; for “ONE YEAR” for the

frequency of executive compensation advisory votes; and “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2017.

What is a quorum?

We need a quorum with respect to each proposal being submitted for stockholder vote. A quorum will be present for purposes of proposals 1, 2, 3, and 4, 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. 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 will vote the proxies they have been authorized at the Annual Meeting in favor of such an adjournment.

In the event a quorum is present at the Annual Meeting but sufficient votes to approve any of the items proposed by our Board have not been received, the persons named as proxies may propose one or more adjournments of the meeting to permit further 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.

Who will bear the cost of soliciting votes for the Annual Meeting?

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 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.

Who will count the votes?

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,

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.

Questions and Answers about the Annual Meeting

May I propose actions for consideration at next year’s Annual Meeting of Stockholders or nominate individuals to serve as directors?

You may submit proposals for consideration at future stockholder meetings, including director nominations. Please read “Stockholder Proposals for 2018 Annual

Meeting” for information regarding the submission of stockholder proposals and director nominations for consideration at next year’s Annual Meeting.

Information about ourOur Board of Directors and its Committees

Meetings of the Board of Directors and its Committees

 

In 2016,2018, the Board held sixfive meetings, and acted by unanimous written consent six times. Committeescommittees of the Board held a combined total of 2123 meetings. Each incumbent director attended 95%75% or more of the aggregate of all meetings of the Board and the committees on which he or she served during the periods in which he or she served during fiscal 2016, and, except for one director who was2018. Two directors were unable to attend one Compensation Committee meeting, attendance at such meetings was 100% for all directors then currently serving.Board meeting. Under our Corporate Governance Guidelines, our directors are encouraged to attend the

Annual Meeting annual meeting of our stockholders. All of our then-current directors attended our 20162018 Annual Meeting of Stockholders. Ms. Taylor joined the Board in September 2018, and therefore was not present at the 2018 Annual Meeting. We currently expect all of our directors standing for electiondirector nominees to be present at the 20172019 Annual Meeting.

Our

Board Evaluation Process

As required by our Corporate Governance Guidelines, our Board and each of its committees annually conduct aself-evaluation to assess, and identify opportunities to improve their respective performance. The Nominating/Governance Committee leads ouris tasked with the oversight of the annual performance evaluation and to assist in designing and implementing such evaluations. The Nominating/Governance Committee has the authority to retain advisors or consultants and to provide for compensation to such consultants by the Company, as it shall deem appropriate. The 2018 board evaluations process is summarized below.

In 2018, the Nominating/Governance Committee reviewed and discussed the Board in its annualself-evaluation.and Committee evaluation format and process and also decided to include individual director performance evaluations. The Nominating/Governance Committee and the Board elected to conduct the 2018 performance assessments through the use of electronic, written questionnaires. A third party was selected to prepare the performance assessments for electronic delivery, compile the responses and aggregate the results.

 

Among other topics addressed, the Board and committee questionnaires solicited director opinions related to Board and committee effectiveness, director preparedness, strategic oversight, risk management, scope and content of presentations, access to management, and succession planning for the Board.

Following completion by the directors of the performance assessments, the results were reviewed and aggregated by an independent third party. The third party provided a memorandum to the Chair of the Nominating/Governance Committee summarizing the results of the Board, committee and individual director evaluations.

In early 2019, the Chair of the Nominating/Governance Committee met individually with each director and discussed the results of the director evaluations. The results of the committee evaluations were reviewed with each committee. The results of the Board evaluations were presented to the Board. Results requiring additional consideration will be addressed at subsequent Board and committee meetings and reported back to the Board, where appropriate.

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Corporate Governance

 

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,

Nominating/Governance Committee and Finance/Risk Management Committee. Each of these documents is available on our website atwww.group1auto.comand 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.

 

Board Leadership Structure

 

The Nominating/Governance Committee’s charter provides that the committee will annually assess and approve the leadership structure of the Board and recommend a structure to the Board for approval.Board. In 2016,2018, 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 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, at this time, 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’ qualifications and characteristics under “Proposal 1 — Election of Directors.”

 

Board Diversity

 

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’s objective is to select individuals

Information about our Board of Directors and its Committees

that have a demonstrated record of integrity, sound business judgment, leadership, objectivity, independence of mind, and commitment. In selecting potential Board candidates, our Board seeks independent directors who represent a mix of backgrounds and experiences that will enhance the quality of our Board’s deliberations and decisions. Board membership should reflect diversity in its

broadest sense, including persons diverse in perspectives, personal and professional experiences, geography, gender, and ethnicity. This process has resulted in a Board that is comprised of highly qualified directors that reflect diversity as we define it. The Nominating/Governance Committee assesses the effectiveness of this approach as part of our Board’s annual self-evaluation process.

 

Independence of the Members of ourOur Board

 

The Board has analyzed the independence of each director. It has affirmatively determined that Mses. Barth, Taylor and Wright and Messrs. Adams, Arnold, Quinn, Strange, Szews and Watson (all of ournon-employee directors) are independent directors under the listing standards of the New York Stock Exchange’s listing standards.Exchange (“NYSE”). As part of its analysis, the Board determined that none of these directors has a material

relationship with our 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”), in 2013, was determined not to be independent because he is our Regional Vice President, Brazil and the Chairman of UAB.

 

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Charitable Contributions

 

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 Nominating/Governance Committee determined that any such affiliations did not impact the independence of our directors. We did not make any charitable donations to any organizations affiliated with our directors or officers in 2018.

 

Director Resignation Policy

 

Under our director resignation policy, in an uncontested election of directors, any nominee who receives a greater number of votes “against” than votes “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:

 

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

•	the stated reason or reasons why stockholders who cast withhold votes for the director did so;
•	the qualifications of the director; and
•	the results of the most recent evaluation of the tendering director’s performance by the Nominating/Governance Committee and other members of the Board.

 

the qualifications of the director; and

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

Under our director resignation policy, the Board will take formal action on the recommendation no later than 90 days following the certification of the results of the stockholders’ meeting. In considering the recommendation, the Board will consider the information, factors and alternatives considered by the Nominating and Nominating/Governance Committee and any additional information that the Board considers relevant. The Company will promptly disclose to the public the Board’s decision whether to accept or reject the director’s tendered resignation. If applicable, the Board will also disclose the reason or reasons for rejecting the tendered resignation.

 

Executive Sessions of ourOur Board

 

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

Information about our Board of Directors and its Committees

 

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Risk Oversight

 

Our Board, as a whole and through its committees, has broad responsibility for the oversight of risk management with a focus on the most significant risks facing the Company, including strategic, operational, cyber, financial, and legal and compliance risk. In its risk management role, our Board has the responsibilityseeks to satisfy itself that our risk management processes and systems that have been put in place to identify and manage risks are reasonable and functioning as designed. Our Board also has specific risk management accountabilityoversight for governance, executive compensation and Chief Executive Officer succession planning.

Much of our Board’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 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) and legal and regulatory compliance. In fulfilling these oversight responsibilities, the Audit Committee meets with our management and independent registered public accounting firm regarding the adequacy of our financial controls and our compliance with legal, tax and regulatory matters, as well as our significant financial and accounting policies. The Audit Committee also separately meets with our director of internal audit on a regular basis, and with other members of management, as deemed appropriate, to review, among other things, the identified risk areas and scope of the internal audit approach. The Audit Committee receives regular reports regarding the status and findings of audits being conducted by the internal auditors and independent registered public accounting 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

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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 beginning on page 39 of this proxy statement.

The Nominating/Governance Committee is responsible for oversight of risks relating to succession planning for our Chief Executive Officer and other key officers, our corporate governance guidelines and practices and our corporate compliance program. To satisfy these oversight responsibilities, the Committee receives regular reports from our officers that are responsible for each of these areas on matters such as progress against succession planning programs and goals that could affect our operations. In addition, on an annual basis, the Nominating/Governance Committee conducts a review of the performance of the Board and its committees and reviews and reassesses the adequacy of the corporate governance guidelines and recommends any proposed changes to the Board.

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In addition to reports from its committees, our Board receives regular reports directly from the officers responsible for oversight of particular risks within our Company. Specifically, our officers report to our Board regarding the Enterprise Risk Management Program that management has implemented to assess, manage and monitor areas of risk that are significant to our business, including market and automotive technology risk, safety and property damage risk, strategic planning and operational risk, financial and accounting risk, information technology and cybersecurity risk, and governance, regulatory and legislative risk. Risk profiles are updated annually to ensure that all risks continue to be identified. Our officers also report to our Board on which risks management has assessed as the most significant, together with management’s plans to mitigate those risks. Further, outside counsel reports in person to our Board periodically on anas-needed 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

Information about our Board of Directors and its Committees

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

 

Corporate Social Responsibility Oversight

At Group 1, we work to conduct our business in ways that are principled and accountable to key stakeholders and the communities in which we do business. Our Board and members of management recognize the importance of establishing an effective “tone at the top” with respect to giving back, and are actively involved in supporting various charitable organizations through their time and donations.

Cybersecurity and Information Security Risk Oversight

Our Board recognizes the importance of maintaining the trust and confidence of our customers, vendors, stockholders and employees, and devotes significant time and attention to oversight of cybersecurity and information security risk. The Board and Finance/ Risk Management Committee regularly receive presentations from our VP, Information Technology, on cybersecurity and information security risk, and on our cybersecurity initiatives. We also engage cybersecurity experts to audit and provide recommendations on our cybersecurity program. Additionally, members of our internal audit department conduct unscheduled visits to our dealerships to ensure that our customer’s personal information is protected and secured appropriately. The results of those dealership audits are reported to the Audit Committee. In 2018, our Board, the Finance/ Risk Management Committee and the Audit Committee received cybersecurity and information security risk reports at least quarterly.

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Committees of ourOur Board

 

Our Board has established four standing committees to assist it in discharging its responsibilities: the Audit Committee, the Compensation Committee, the Nominating/Governance Committee and the Finance/Risk Management Committee. The following chart reflects the current membership of each committee:committee:

Name	Board	Audit Committee	Compensation Committee	Finance/Risk Management Committee	Nominating/ Governance Committee
John L. Adams(1)
Carin M. Barth(2)
Earl J. Hesterberg
Lincoln Pereira
Stephen D. Quinn
J. Terry Strange(3)
Charles L. Szews
Anne Taylor(4)
Max P. Watson, Jr.
MaryAnn Wright(5)
MEETINGS HELD IN 2018	5	9	5	5	4

 

								Member
Name		Audit Committee		Compensation Committee		Nominating/ Governance Committee		Finance/Risk Management CommitteeChairman
John L. Adams		M		M		C		M
Doyle L. Arnold(1)		M				M
Carin M. Barth		M
Earl J. Hesterberg								M
Lincoln Pereira								M
Stephen D. Quinn		M		M				C
J. Terry Strange		C		M				M
Max P. Watson, Jr.				C		M		M
Charles L. Szews		M		M
MaryAnn Wright		M				M

(1)	Mr. Arnold is not standingAdams rolled off the Audit Committee following the 2018 Annual Meeting.
(2)	Ms. Barth was appointed Chairman of the Audit Committee in mid-May following the 2018 Annual Meeting.
(3)	Mr. Strange served as the Chairman of the Audit Committee until mid-May 2018. Effective as of the 2019 Annual Meeting, the Board size will be reduced to nine members as Mr. Strange has reached the Company’s mandatory retirement age forre-election. non-management directors.
(4)	Ms. Taylor joined the Audit Committee and the Compensation Committee in November 2018.
(5)	Ms. Wright rolled off the Audit Committee following the 2018 Annual Meeting.

M — Member

C — Chairman

Each of the committee charters is available on our website atwww.group1auto.comand stockholders may obtain printed copies, free of charge, by sending a written request to Group 1 Automotive, Inc., 800 Gessner, Suite 500, Houston, TX 77024, Attn: Corporate Secretary.

Audit Committee

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AUDIT COMMITTEE

 

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

 

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

•	oversee the quality, integrity and reliability of the financial statements and other financial information we provide to any governmental body or the public;
•	oversee our compliance with legal and regulatory requirements;
•	oversee the qualifications, performance and independence of our independent registered public accounting firm;
•	oversee the performance of our internal audit function;
•	produce the Audit Committee Report for inclusion in the proxy statement, in accordance with applicable rules and regulations;
•	oversee our systems of internal controls regarding finance, accounting, legal compliance and ethics that our management and our Board have established;
•	provide an open avenue of communication among our independent registered public accounting firm, financial and senior management, the internal audit department, and our Board, always emphasizing that the independent registered public accounting firm is accountable to the Audit Committee;
•	review complaints dealing with financial reporting or potential violations of applicable laws, rules and regulations, or violations of the Company’s codes, policies and procedures, that are reported on the Company’s hotline; and
•	perform such other functions as our Board may assign to the Audit Committee from time to time.

 

oversee our compliance with legal and regulatory requirements;

oversee the qualifications, performance and independence of our independent registered public accounting firm;

oversee the performance of our internal audit function;

oversee our systems of internal controls regarding finance, accounting, legal compliance and ethics that our management and our Board have established;

provide an open avenue of communication among our independent registered public accounting firm, financial and senior management, the internal auditing department, and our Board, always emphasizing that the independent registered public accounting firm is accountable to the Audit Committee; and

perform such other functions as our Board may assign to the Audit Committee from time to time.

Information about our Board of Directors and its Committees

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 and quality systems 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 statements. It is also not the duty of the Audit Committee to conduct investigations or to assure compliance with laws and regulations and our policies and procedures. Our management is responsible for compliance with laws and regulations and compliance with our policies and procedures.

All members of the Audit Committee are independent as that term is defined in the New York Stock

Exchange’s (the “NYSE”)NYSE’s listing standards and byRule 10A-3 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”). Our Board has determined that each member of the Audit Committee is financially literate and that Mr. StrangeMs. Barth 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 doeshas not impairimpaired his ability to serve effectively on our Audit Committee.

Our Board has also determined that each of Ms. Barth and Messrs. Arnold, Quinn, Strange and Szews is an “audit committee financial expert” following a determination that Ms. Barth and Messrs. Arnold, Quinn, Strange and Szews met the criteria for such designation under SEC rules and regulations. For information regarding the business experience for Ms.Mses. Barth and Taylor and Messrs. Quinn, Strange and Szews, please read “Proposal 1 — Election of Directors.” The Audit Committee held eightnine meetings during 2016, with all2018, and acted by unanimous written consent twice. All individuals who were members of the committeeAudit Committee at such time attendingattended each meeting.meeting of the Audit Committee.

Mr. Strange served as the Chairman of the Audit Committee until mid-May 2018. Following the 2018 Annual Meeting, Ms. Barth was appointed to serve as the Chairman of the Audit Committee.

The Report of the Audit Committee is set forth on page 2538 of this proxy statement.

 

Compensation CommitteeCOMPENSATION COMMITTEE

 

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

 

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

•	review, evaluate, and approve our agreements, plans, policies, and programs to compensate our senior corporate officers;
•	review and discuss with our management the Compensation Discussion and Analysis (the “CD&A”) to be included in our proxy statement for the Annual Meeting of Stockholders and to determine whether to recommend to our Board that the CD&A be included in the proxy statement, in accordance with applicable rules and regulations;
•	produce the Compensation Committee Report for inclusion in the proxy statement, in accordance with applicable rules and regulations;
•	oversee risks relating to employment policies, our compensation policies and programs, and our benefit systems;
•	otherwise discharge our Board’s responsibility relating to compensation of our senior corporate officers; and
•	perform such other functions as our Board may assign to the Compensation Committee from time to time.

 

review and discuss with our management the Compensation Discussion and Analysis to be included in our proxy statement for the Annual Meeting of Stockholders and to determine whether to recommend to our Board that the Compensation Discussion and Analysis be included in the proxy statement, in accordance with applicable rules and regulations;

produce the Compensation Committee Report for inclusion in the proxy statement, in accordance with applicable rules and regulations;

otherwise discharge our Board’s responsibility relating to compensation of our senior corporate officers; and

perform such other functions as our Board may assign to the Compensation Committee from time to time.

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 named 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’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 Committee typically reviews and discusses the particular executive compensation matter presented and makes a final determination, with the exception of compensation

Information about our Board of Directors and its Committees

matters relating to our Chief Executive Officer. In the case of our Chief Executive Officer, the Compensation

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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’s Chairman then generally reports the Compensation Committee’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’s agenda, which is reviewed by the Compensation Committee members and other directors on at least an annual basis, (3) by our Chief Executive Officer or Senior Vice President, Human Resources, Training and Operations Support, or (4) by the Compensation Committee’s outside compensation consultant.

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

 

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

•	preparing materials in advance of Compensation Committee meetings for review by the Compensation Committee members;
•	evaluating executive performance;
•	recommending our business goals; and
•	recommending the compensation arrangements and components for our executives.

 

evaluating executive performance;

recommending our business goals; and

recommending the compensation arrangements and components for our executives.

Our Chief Executive Officer is instrumental to this process. Specifically, the Chief Executive Officer assists the Compensation Committee by:

 

evaluating senior corporate officer performance (other than his own);

•	evaluating senior corporate officer performance (other than his own);
•	providing background information regarding our business goals; and
•	recommending compensation arrangements and components for our senior corporate officers (other than himself).

 

providing background information regarding our business goals; and

recommending compensation arrangements and components for our senior corporate officers (other than himself).

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

 

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

•	providing the necessary compensation information to, and acting as our liaison with, the compensation consultant;
•	updating and modifying compensation plan policies, guidelines and materials, as needed; and
•	providing recommendations to the Compensation Committee and our Chief Executive Officer regarding compensation structure, awards and plan design changes.

 

updating and modifying compensation plan policies, guidelines and materials, as needed; and

providing recommendations to the Compensation Committee and our Chief Executive Officer regarding compensation structure, awards and plan design changes.

Under its charter, the Compensation Committee has the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of the compensation of our senior corporate officers and our directors and also has the sole authority to approve the consultant’s fees and other retention terms. To the extent permitted by applicable law, the Compensation Committee may delegate some or all of its authority to subcommittees, as it deems appropriate.

During 2016,2018, the Compensation Committee engaged Pearl Meyer & Partners, LLC (“PM&P”) to conduct a compensation analysis which involved the comparison oflong-term,short-term and total compensation of our named executive officers with a selected group of peer companies. We generally compare compensation data at the 25th, 50th 25^th, 50^thand 75th 75^thpercentiles of the market and engagethe Compensation Committee engaged PM&P to review ourthe analysis. While we do not think it is appropriate to establish compensation based solely on market analysis, we believe that this practice is useful for two reasons.

First, our compensation practices must be competitive in order to attract and retain executives with the ability and experience necessary to provide leadership and to deliver strong performance to our stockholders. Second, reviewing market analysis allows us to assess the reasonableness of our compensation practices. This process allows us to achieve one of our primary objectives of maintaining competitive compensation to ensure retention when justified and rewarding the achievement of Company objectives so as to align with stockholder interest.interests. PM&P is an independent compensation consulting firm and does not provide any other services to us outside of matters pertaining to executive officer and director compensation. PM&P reports directly to the Compensation Committee, which is the sole party responsible for determining the scope of services performed by PM&P and the directions given to PM&P regarding the performance of such services.

Information about our Board of Directors and its Committees

 

In February 2017,2019, 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’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’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 named 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 PM&P interacts with management, it is at

the Compensation Committee Chair’s request and/or with the Chair’s knowledge and approval,approval; (2) PM&P has not provided any gifts, benefits or donations to our Company or received any gifts, benefits, or donations from our CompanyCompany; 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.

All members of the Compensation Committee are independent as that term is defined in the NYSE’s listing standards.standards, including the heightened standards applicable to compensation committee members. The Compensation Committee held five meetings during 20162018 and acted by unanimous written consent once. All individuals who were members of the Compensation Committee at such time attended each meeting of the Compensation Committee, except for one director who was unable to attend one Compensation Committee meeting.Committee.

The Report of the Compensation Committee is set forth on page 4151 of this proxy statement.

 

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Nominating/Governance CommitteeNOMINATING/GOVERNANCE COMMITTEE

 

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

 

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;

•	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;
•	recommend to our Board the appropriate composition of our Board and its committees and Board committee membership and leadership;
•	advise our Board about and recommend to our Board appropriate corporate governance guidelines and practices and assist our Board in implementing those guidelines and practices;
•	lead our Board in its annual review of the performance of our Board and its committees;
•	direct all matters relating to the succession of our Chief Executive Officer and other key officers of the Company; and
•	perform such other functions as our Board may assign to the Nominating/Governance Committee from time to time.

 

recommend to our Board the appropriate composition of our Board and its committees and Board committee membership and leadership;

advise our Board about and recommend to our Board appropriate corporate governance guidelines and practices and assist our Board in implementing those guidelines and practices;

lead our Board in its annual review of the performance of our Board and its committees;

direct all matters relating to the succession of our Chief Executive Officer and other key officers of the Company; and

perform such other functions as our Board may assign to the Nominating/Governance Committee from time to time.

In connection with these purposes, the Nominating/Governance Committee actively seeks

individuals qualified to become members of our Board, seeks to implement the independence standards required by law, applicable listing standards, our Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”), our SecondedThird Amended and Restated Bylaws (“Bylaws”) and our Corporate Governance Guidelines, and identifies the qualities and characteristics necessary for an effective Chief Executive Officer.

In considering candidates for our Board, the Nominating/ Governance Committee will consider the entirety of each candidate’s credentials. There is currently no set of specific minimum qualifications that must be met by a nominee recommended by the Nominating/Governance Committee, as different factors may assume greater or lesser significance at particular times and the needs of our Board may vary in light of its composition and the Nominating/Governance Committee’s perceptions about future issues and needs. However, while the Nominating/Governance Committee does not maintain a formal list of qualifications, in making its evaluation and recommendation of candidates, the Nominating/Governance Committee may consider, among other factors, diversity, age, skill, experience in the context of the needs of our Board, independence qualifications, moral character and whether prospective nominees have relevant business and financial experience or have industry or other specialized expertise.

Information about our Board of Directors and its Committees

 

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 candidate is recommended by a stockholder or not. However, in evaluating a candidate’s relevant business experience, the Nominating/Governance Committee may consider previous experience as a member of our Board. Any invitation to join our Board must be extended by our Board as a whole, by the Chairman of the Nominating/Governance Committee and by the Chairman of the Board.

Stockholders or a group of stockholders may recommend potential candidates for consideration by the Nominating/Governance Committee. For additional information on such requests and the applicable timing, please see “Stockholder Proposals for 20182020 Annual Meeting.”

In addition to the purposes described above, our Board has entrusted the Nominating/Governance Committee

with the responsibility for establishing, implementing and monitoring the compensation for our directors. The 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’s primary objectives in establishing and implementing director compensation are to:

 

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

•	ensure the ability to attract, motivate and retain the talent necessary to provide qualified Board leadership; and
•	use the appropriate mix of long-term and short-term compensation to ensure high Board/committee performance.

 

use the appropriate mix oflong-term andshort-term compensation to ensure high Board/committee performance.

All members of the Nominating/Governance Committee are independent as defined under the NYSE’s listing standards. The Nominating/Governance Committee held four meetings during 2016, with all2018, and acted by unanimous written consent once. All individuals who were members of the Nominating/Governance Committee at such time attendingattended each meeting.

Finance/Risk Management Committeemeeting of the Nominating/Governance Committee.

 

FINANCE/RISK MANAGEMENT COMMITTEE

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

 

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;

•	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;
•	review return on investment for our stockholders through dividend and stock repurchase programs;
•	review and assess risk exposure, including cybersecurity, and insurance related to our operations and authorize transactions within limits prescribed by our Board; and
•	review capital expenditures and other capital spending plans, including significant acquisitions and dispositions of business or assets, and authorize transactions within limits prescribed by our Board.

 

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review return on investment for our stockholders through dividend and stock repurchase programs;

review and assess risk exposure, including cybersecurity, and insurance related to our operations and authorize transactions within limits prescribed by our Board; and

review capital expenditures and other capital spending plans, including significant acquisitions and dispositions of business or assets, and authorize transactions within limits prescribed by our Board.

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In connection with these purposes, the Finance/Risk Management Committee reviews periodically our 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 spending and acquisition opportunities and reviews capital expenditure plans, including significant acquisitions and dispositions of businesses and assets and other specific capital projects.

Information about our Board of Directors and its Committees

Communications with Directors

Our Board welcomes communications from our stockholders and other interested parties. Stockholders and any other interested parties may send communications to our Board, to any committee of our Board, to thenon-executive independent Chairman of the Board (who presides over the executive sessions of our independent andnon-management directors), or to any director in particular, to:

c/o Group 1 Automotive, Inc.

800 Gessner, Suite 500

Houston, Texas 77024

Attn: Chairman of the Board

Any appropriate correspondence addressed to our Board, to any committee of our Board, to thenon-executive independent Chairman of the Board, or to any one of the directors in care of our offices is required towill be forwarded to the addressee or addressees without review by any person to whom such correspondence is not addressed.

Investor Outreachaddressees.

Investor Outreach

Each year, management interfaces with prospective investors, existing stockholders, and buy-side and sell-side investment research analysts in a variety of event formats, to discuss the Company’s publicly disclosed performance, business strategy and outlook, and corporate governance. These events include earnings teleconferences; investor calls, meetings, and conference events; non-deal road trips; and, occasionally site visits. Key topics include discussions regarding sales of new and used vehicles, market trends, parts and service strategies, successful implementation of our Val-u-Line^® used vehicle sales program, success with hiring technicians, the impact of the Worldwide Harmonized Light Vehicles Test Procedure & Brexit in the U.K., our digital retail strategies, capital allocation, and profitability. We often attend investoraddress these topics with slide data in our roadshows and talking points on our earnings calls, conferences, and when requested, meet with investors on corporate governance matters.investor meetings. This interaction ensures that management and the Board understand and consider the issues that matter most toviews of our stockholders, perception of the investment community, and enablesindustry and economic outlook from the Company’s Wall Street covering analysts, while enabling the Company to address them effectively.dynamically operate in an evolving industry and economy with respect to maximizing return for our stockholders.

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Proposal 1 — Election of DirectorsCorporate Social Responsibility

At Group 1, we work to conduct our business in ways that are principled and accountable to key stakeholders and the communities in which we do business.We focus our efforts where we can have the most positive impact on our business and society, including issues related to community participation, environmental sustainability, culture and human capital.

Group 1 Foundation

Group 1 Foundation, Inc. (the “Foundation”) was formed in 2005 as a charitable 501(c)(3) entity with the purpose of providing guidance, emotional support and financial assistance, including though collected contributions and fundraising, to current Group 1 employees and their immediate families who suffer hardship due to a natural disaster, emergency hardship, extended illness, injury, fire, flood or special situation that is beyond their control. As an example of the Foundation’s efforts, through contributions made to the Foundation, employees in need were provided temporary living and related expenses after Hurricane Harvey and Hurricane Michael.

Community Outreach

Since its inception, Group 1 and its employees have supported the communities they serve. We believe community participation and charitable donations enrich our dealerships’ local neighborhoods. We are proud of these efforts and we encourage participation by all of our dealerships and employees.

We are proud of our dealerships and employees for their efforts to improve the communities in which they live and work. For more information on our charitable and philanthropic efforts, see our website at www.group1auto.com/group1cares.

Safety and Environmental Impact

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Employee Wellness and Wellbeing

At Group 1, we believe that supporting the wellness and wellbeing of our 2015 Annual Meetingemployees helps create a healthier company and ultimately more sustainable value to our stakeholders. In 2016, the Company began the Group 1 Wellness program, which is focused on providing employees with healthy living challenges and access to individual health coaching. In 2018, Group 1 was recognized by the American Heart Association as an organization that is promoting the heart health of Stockholders, we asked our stockholdersemployees.

We also believe that supporting our employees’ workplace satisfaction ultimately enhances the value of our business.

Group 1 PAC

Group 1 Automotive, Inc. maintains a Political Action Committee (PAC) that advocates for good government policies that further the best interests of the Company and its stockholders. The Group 1 PAC is open to approve our Amendedall eligible employees, and Restatedutilizes voluntary payroll deductions as a means for its funding. Through its contributions, the Group 1 PAC engages in local, state, and federal issues.

The PAC’s mission statement is “The mission of the Group 1 PAC is to support political candidates, without regard to party affiliation, who best represent and support the interests of Group 1 Automotive and the automotive industry at the federal, state and local levels of government, and to educate Group 1 Automotive employees as to government, politics and public policy issues.”

The Group 1 PAC is governed by a four-member board. Those members are the SVP, Financial Services, Manufacturer Relations and Public Affairs; SVP and General Counsel; SVP and Chief Financial Officer; and Director, Governmental and Public Affairs.

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Our Certificate of Incorporation (“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 annual elections of directors.

Our Board of Directors has nominated nine directors for 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. Charles L. Szews was appointed toWith the exception of Ms. Taylor who joined our Board in November 2016, and Carin M. Barth was appointed to

Proposal 1 — Election of Directors

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Our Board of Directors

Skills and Qualifications of ourOur Board of Directors

The following table includes the breadth and variety of business experience that each of our director nominees brings to our Board.Board.

The lack of a ✓ for a particular item does not mean that the director does not possess that qualification, characteristic, skill or experience. We look to each director to be knowledgeable in these areas; however, the ✓ indicates that the item is a specific qualification, characteristic, skill or experience that the director brings to the Board.

IB – covered industry as Investment Banker

S – some experience

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JOHN L. ADAMS

Proposal 1 — Election of Directors

Age 74

Director Since: 1999

Independent Director

John L. Adams
		John L. Adams has served asnon-executive Chairman of the Board since April 2005 and as one of our directors since November 1999. Mr. Adams served as Executive Vice President of Trinity Industries, Inc., one of North America’s largest manufacturers of transportation, construction and industrial products, from January 1999 through June 2005, and as Vice Chairman from July 2005 through March 2007. Before joining Trinity Industries, Mr. Adams spent 25 years in various positions with Texas Commerce Bank N.A. and its successor, Chase Bank of Texas, National Association. From 1997 to 1998, Mr. Adams was Chairman, President and Chief Executive Officer of Chase Bank of Texas. Mr. Adams serves on the Board of Directors, the Corporate Governance and Directors Nominating Committee and is Chairman of the Finance and Risk Management Committee of Trinity Industries, Inc. Mr. Adams also serves on the Board of Directors of the University of Texas Chancellor’s Council, and the McCombs School of Business Advisory Board and President’s Development Board. Mr. Adams recently retired from the Board of Directors and Audit Committee of Dr Pepper Snapple Group, Inc., a refreshment beverage business. Mr. Adams received his B.B.A. and J.D. from the University of Texas.
The Board believes Mr. Adam’s extensive financial, strategic planning, capital allocation and executive management experience provides him with the necessary skills to be Chairman of our Board. His service on other public company boards has also provided exposure to various approaches to risk management, corporate governance and other key issues. Through his years of service on our Board, he has developed The Board believes Mr. Adam’s extensive financial, strategic planning, capital allocation and executive management experience makes him well qualified to serve on our Board. His service on other public company boards has also provided exposure to various approaches to risk management, corporate governance and other key issues. Through his years of service on our Board, he has developed in-depth knowledge of the retail automotive industry generally and our Company in particular. The Board believes his experience and expertise in these matters makes him well qualified to serve as a member of the Board. CARIN M. BARTH Age 56 Director Since: 2017 Independent Director Carin M. Barth has served as one of our directors since February 2017. She is co-founder and President of LB Capital, Inc., a private equity investment firm established in 1988. Since 2015, Ms. Barth has served on the Board of Directors of Enterprise Holdings, LLC, the General Partner of Enterprise Product Partners, L.P., one of the largest publicly traded partnerships and a leading North American provider of midstream energy services to producers and consumers of natural gas, and Black Stone Minerals, L.P., one of the largest oil and gas mineral and royalty companies in the United States, where she serves as Chair of the Audit Committee. Ms. Barth also serves as a Trustee of the Welch Foundation, and as a Board member of the Ronald McDonald House in Houston, Texas. From 2012 through 2018, Ms. Barth served as Chair of the Investment Advisory Committee for Texas Tech University. From 2008 to 2014, she served as a Commissioner for the Texas Department of Public Safety. Ms. Barth previously served on the Board of Directors of Bill Barrett Corporation where she served on the Compensation Committee and on the Nominating and Corporate Governance Committee from 2012 through 2016. From 2010 through 2017, she served on the board of directors of Strategic Growth Bancorp Incorporated, a privately held bank holding company located in El Paso, Texas, where she served as Chair of the Audit Committee, and Capital Bank, SSB, an affiliate of Strategic Growth Bancorp. Additional past board service includes Western Refining, Inc. from 2006 through 2016, where she served as Audit Committee Chair, Methodist Hospital Research Institute from 2007 through 2012, Encore Bancshares, Inc. from 2009 through 2012, Amegy Bancorporation, Inc. from 2006 through 2009, Texas Public Finance Authority from 2006 through 2008, and the Texas Tech University System Board of Regents from 1999 through 2005. Ms. Barth was also appointed by President George W. Bush to serve as Chief Financial Officer of the U.S. Department of Housing and Urban Development from 2004 to 2005. Ms. Barth received a B.S. from the University of Alabama and an M.B.A. from Vanderbilt University’s Owen Graduate School of Management. Ms. Barth has extensive experience in a variety of financial matters, including as chief financial officer for several entities. She also has a history of corporate and civic governance which provides additional depth and financial expertise to our Board. Her experience with mergers and acquisitions, in operating a private equity company, her previous and currently held board positions on other publicly traded companies and her audit committee experience are key attributes, among others, that make her well qualified to serve on our Board. Ms. Barth qualifies as an “audit committee financial expert.” 2019 PROXY STATEMENT  ● 30 Back to Contents EARL J. HESTERBERG Age 65 Director Since: 2005 Earl J. Hesterberg has served as our President and Chief Executive Officer and as a director since April 2005. Prior to joining us, Mr. Hesterberg served as Group Vice President, North America Marketing, Sales and Service for Ford Motor Company, a global manufacturer and distributor of cars, trucks and automotive parts, since October 2004. From July 1999 to September 2004, he served as Vice President, Marketing, Sales and Service for Ford of Europe, and from 1999 until 2005, he served on the supervisory board of Ford Werke AG. Mr. Hesterberg has also served as President and Chief Executive Officer of Gulf States Toyota, an independent regional distributor of new Toyota vehicles, parts and accessories. He has also held various senior sales, marketing, general management, and parts and service positions with Nissan Motor Corporation in U.S.A. and Nissan Europe, both of which are wholly-owned by Nissan Motor Co., Ltd., a global provider of automotive products and services. Mr. Hesterberg serves on the Board of Directors of Stage Stores, Inc., a national retail clothing chain with over 800 stores located in 42 states where he is a member of the Corporate Governance and Nominating Committee and Chairman of the Compensation Committee. He is a past member of the Board of Trustees of Davidson College. Mr. Hesterberg also serves on the Board of Directors of the Greater Houston Partnership, where he serves on the Executive Committee and is Chairman of the Business Issues Committee. Mr. Hesterberg received his B.A. in Psychology at Davidson College and his M.B.A. from Xavier University in 1978. As our President and Chief Executive Officer, Mr. Hesterberg sets the strategic direction of our Company under the guidance of our Board. He has extensive senior executive management experience in the automotive industry. His successful leadership of our Company, and extensive knowledge of the automotive industry provides our Board with a unique perspective on the opportunities and challenges we face, and makes him well-qualified to serve on the Board. LINCOLN PEREIRA Age 59 Director Since: 2013 Lincoln Pereira has served as one of our directors since February 2013. Mr. Pereira has served as our Regional Vice President, Brazil since March 2013 and has served as chairman of our subsidiary, UAB (which we acquired in February 2013), since 2007. From 1999 to 2005, Mr. Pereira served as a legal representative of United Auto do Brasil Ltda, a public auto group operating in São Paulo and controlled by United Auto Group. From 1995 through 2005, Mr. Pereira practiced law with Cunha Pereira Advogados, representing professional athletes and international race car drivers. He was also co-founder and a major stockholder in Cunha Pereira Negócios Imobiliários, a local Brazilian real estate company, and in 1999, he founded Atrium Telecomunicações Ltda, a provider of local exchange telecommunication services. Atrium was sold to Telefonica of Spain in December 2004, and Mr. Pereira founded E-Vertical Tecnologia, a leading provider of high tech facilities management services to commercial properties. From 1978 through 1995, Mr. Pereira held numerous positions with various banks, both in Brazil and abroad. Mr. Pereira serves on the Board of Boa Vista Servicos S.A.-SCPC, the second largest credit bureau in Brazil, is Vice Chairman of the Board of the São Paulo Chamber of Commerce (ACSP), serves as a member of the Board of the Associação Brasileira dos Concessionários Mercedes-Benz, and serves as a Director of the Associação Brasileira dos Concessionários BMW and Associação Brasileira do Distribuidores Toyota. He is also a Chapter Sponsorship Officer of YPO-WPO São Paulo, a not-for-profit, global network of young chief executives connected around the shared mission of becoming Better Leaders Through Education and Idea Exchange.™ Mr. Pereira received his LL.B. from Faculdade de Direito do Largo de São Francisco. Mr. Pereira has extensive automotive retailing and manufacturer relations experience, as well as legal, finance, business and management expertise. He also has a deep understanding of the Brazilian finance, trade and legal sectors. Mr. Pereira’s experience and expertise in the automotive industry make him well qualified to serve as a member of the Board.

Carin M. Barth
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STEPHEN D. QUINN

Age 63

Director Since: 2002

Independent Director

Stephen D. Quinn has served as our independent Chairman of the Board since May 2017, and as one of our directors since May 2002. Mr. Quinn joined Goldman, Sachs & Co., a full-service global investment banking and securities firm, in August 1981 where he specialized in corporate finance. From 1990 until his retirement in 2001, Mr. Quinn served as a General Partner and Managing Director of Goldman, Sachs. Mr. Quinn serves on the Audit Committee, the Nominating/Governance Committee, and as Lead Director of Zions Bancorporation, a large publicly-traded bank holding company. Mr. Quinn holds degrees from Brigham Young University and Harvard University Graduate School of Business.

Mr. Quinn was selected to serve as a director on our Board due to his valuable financial expertise and extensive experience with capital markets transactions. His judgment in assessing business strategies and the accompanying risks is an invaluable resource for our business model. Mr. Quinn also has significant historical knowledge of our Company as a result of his role at Goldman Sachs, an underwriter for our initial public offering. The Board believes his experience and expertise in these matters make him well qualified to serve as a member of the Board. Mr. Quinn qualifies as an “audit committee financial expert.”

CHARLES L. SZEWS

Age 62

Director Since: 2016

Independent Director

Charles L. Szews has served as one of our directors since November 2016. In January 2016, Mr. Szews retired from Oshkosh Corporation, a leading global manufacturer of specialty vehicles and vehicle bodies serving access equipment, defense, fire and emergency, and commercial markets. He joined Oshkosh in 1996 as Vice President and CFO, was appointed Executive Vice President in October 1997, and President and Chief Operating Officer in October 2007. Mr. Szews was appointed Chief Executive Officer in January 2011. Prior to joining Oshkosh, he began his career with Ernst & Young, and was Vice President and Controller at Fort Howard Corporation during its leveraged buyout. From November 2006 through July 2013, Mr. Szews served as a director of Gardner Denver, Inc., a worldwide provider of industrial equipment technologies and related parts and services, where he also served as Chairman of the Audit Committee and on the Nominating and Corporate Governance Committee. Since 2014, Mr. Szews has served as a director and on the Audit and Finance Committees for Commercial Metals Company, an operator of mini-steel mills located in the Southern United States and Poland. In August 2016, he was appointed to the board of directors of Rowan Companies plc, a global provider of contract drilling services, where he also serves as Chairman of the Audit Committee and is a member of the Health, Safety and Environment Committee. In April 2018, Mr. Szews was appointed to the board of directors of Allegion plc, a provider of security products and solutions for homes, businesses, schools and other institutions, where he also serves on the Compensation and Corporate Governance and Nominating Committees. Mr. Szews holds a degree in Business Administration from the University of Wisconsin – Eau Claire.

Mr. Szews was selected to serve on our Board due to his extensive operational and financial experience and his background in public accounting, auditing and risk management. His previous and current board positions on other publicly-traded companies have provided many years of audit committee experience, including as chair. Mr. Szews’ extensive financial and audit experience in a variety of senior management positions, combined with his global operational experience in vehicle manufacturing and distribution, have provided him with a wealth of knowledge in dealing with complex strategic, financial and accounting matters. Mr. Szews qualifies as an “audit committee financial expert.”

Proposal 1 — Election of Directors

2019 PROXY STATEMENT  ●
Earl J. Hesterberg
		Earl J. Hesterberg has served as our President and Chief Executive Officer and as a director since April 2005. Prior to joining us, Mr. Hesterberg had served as Group Vice President, North America Marketing, Sales and Service for Ford Motor Company, a global manufacturer and distributor of cars, trucks and automotive parts, since October 2004. From July 1999 to September 2004, he served as Vice President, Marketing, Sales and Service for Ford of Europe, and from 1999 until 2005, he served on the supervisory board of Ford Werke AG. Mr. Hesterberg has also served as President and Chief Executive Officer of Gulf States Toyota, an independent regional distributor of new Toyota vehicles, parts and accessories. He has also held various senior sales, marketing, general management, and parts and service positions with Nissan Motor Corporation in U.S.A. and Nissan Europe, both of which arewholly-owned32 by Nissan Motor Co., Ltd., a global provider of automotive products and services. Mr. Hesterberg serves on the Board of Directors of Stage Stores, Inc., a national retail clothing chain with over 800 stores located in 39 states where he is a member of the Corporate Governance and Nominating Committee and Chairman of the Compensation Committee. He also is a past member of the Board of Trustees of Davidson College. Mr. Hesterberg also serves on the Board of Directors of the Greater Houston Partnership, where he serves on the Executive Committee and is Chairman of the Business Issues Committee. Mr. Hesterberg received his B.A. in Psychology at Davidson College and his M.B.A. from Xavier University in 1978.

As our President and Chief Executive Officer, Mr. Hesterberg sets the strategic direction of our Company under the guidance of our Board. He has extensive senior executive management experience in the automotive industry. His successful leadership of our Company, and extensive knowledge of the automotive industry provides our Board with a unique perspective on the opportunities and challenges we face, and makes himwell-qualified to serve on the Board.
Lincoln Pereira

Proposal 1 — Election of DirectorsANNE TAYLOR

Age 63

Director Since: 2018

Independent Director

Anne Taylor has served as one of our directors since September 2018. In 2018, Ms. Taylor retired from Deloitte, a leading global provider of audit and assurance, consulting, financial advisory, risk advisory, tax and related services, where she served as Vice Chairman, and Managing Partner of the Houston office. During her 30-year career at Deloitte, she held numerous leadership roles, including Regional Managing Partner for the eight-state Mid-America region. Ms. Taylor was Deloitte’s first Chief Strategy Officer, taking on the role at the initiation of the Sarbanes-Oxley Act of 2002 (as amended, the “Sarbanes-Oxley Act”). Under her leadership, the resulting firm grew a portfolio business, along with integrated service offerings, and retained a management consulting business that grew from $3.0 billion in revenue in 2003 to the largest in the world today at over $14.0 billion. She served as global e-business leader where she led Deloitte’s transformation to serve clients in the digital economy, which has evolved into the basis of Deloitte’s cyber-security practice. Additionally, Ms. Taylor was the strategic partner advisor to the World Economic Forum’s Technology Pioneer program and became the first woman to serve on Deloitte’s US executive committee and the management committee of Deloitte Global. She has served on Deloitte’s board of directors, chairing the strategic review of the proposed transaction to separate Deloitte Consulting. She served on both the US and Global Nominating Committees, the CEO Evaluation Committee, chaired the Strategic Investment Committee and served on the board of directors of Deloitte Consulting LLP (Global). Ms. Taylor serves on the Board of Directors of Southwestern Energy Company, an independent energy company engaged in natural gas, natural gas liquids and oil exploration, development, production, gathering and marketing. Ms. Taylor also serves on the Board of Directors of Conway MacKenzie, a consulting firm providing specialized, turnaround consulting and litigation support services. She also currently serves as the Chairman of the Board of Central Houston, Inc., is a member of C200 and previously served as an executive board member of the Greater Houston Partnership and United Way of Greater Houston. Ms. Taylor received her B.S. and M.S. degrees in civil engineering from the University of Utah, and attended Princeton University, pursuing PH.D. studies in transportation engineering. Ms. Taylor was identified as a potential Board candidate by two members of our Board of Directors.

Ms. Taylor is financially literate and has participated in audit committee meetings of many Deloitte clients. She was selected to serve on our Board due to her management and leadership experience, extensive background in global e-business, development and execution of business strategy, and corporate governance experience.

MAX P. WATSON, JR.

Age 73

Director Since: 2001

Independent Director

Max P. Watson, Jr. has served as one of our directors since May 2001. Mr. Watson served as President and Chief Executive Officer of BMC Software, Inc., a provider of enterprise management solutions, from April 1990 to January 2001. He served as Chairman of the Board of Directors of BMC from January 1992 until his retirement in April 2001. Mr. Watson serves on the Board of Trustees of Texas Children’s Hospital and as Chairman of the Quality and Safety Committee. From January 2007 through December 2008, Mr. Watson served as Chairman of the Board of Trustees of Texas Children’s Hospital. He also serves on the Board of Directors of Scenic Houston, an organization dedicated to preserving and enhancing the visual character of Houston. Mr. Watson holds a Bachelor’s in Business Administration from Louisiana Tech University.

Mr. Watson’s extensive business and management expertise from his position with a large global publicly-traded company makes him well qualified to serve as a member of our Board. As a former chairman, president and chief executive officer, Mr. Watson is familiar with many of the business issues we face today, including financial and strategic planning, technology, compensation, management development, international acquisitions, capital allocation, and stockholder relations.

2019 PROXY STATEMENT  ●
Stephen D. Quinn
		Stephen D. Quinn has served as one of our directors since May 2002. Mr. Quinn joined Goldman, Sachs & Co., afull-service33 global investment banking and securities firm, in August 1981 where he specialized in corporate finance. From 1990 until his retirement in 2001, Mr. Quinn served as a General Partner and Managing Director of Goldman, Sachs. Mr. Quinn also serves on the Board of Directors, the Audit Committee and the Risk Oversight Committee of Zions Bancorporation, a largepublicly-traded bank holding company. Mr. Quinn holds degrees from Brigham Young University and Harvard University Graduate School of Business. Mr. Quinn was selected to serve as a director on our Board due to his valuable financial expertise and extensive experience with capital markets transactions. His judgment in assessing business strategies and the accompanying risks is an invaluable resource for our business model. Mr. Quinn also has significant historical knowledge of our Company as a result of his role at Goldman Sachs, an underwriter for our initial public offering. The Board believes his experience and expertise in these matters make him well qualified to serve as a member of the Board. Mr. Quinn qualifies as an “audit committee financial expert.”

J. Terry Strange

Proposal 1 — Election of DirectorsMARYANN WRIGHT

Age 57

Director Since: 2014

Independent Director

Charles L. Szews
		Charles L. Szews has served as one of our directors since November 2016. Effective January 1, 2016, Mr. Szews retired from Oshkosh Corporation, a leading global manufacturer of specialty vehicles and vehicle bodies serving access equipment, defense, fire and emergency, and commercial markets. He joined Oshkosh in 1996 as Vice President and CFO, was appointed Executive Vice President in October 1997, and President and Chief Operating Officer in October 2007. Mr. Szews was appointed Chief Executive Officer in January 2011. Prior to joining Oshkosh, he began his career with Ernst & Young, and was Vice President and Controller at Fort Howard Corporation during its leveraged buyout. From November 2006 through July 2013, Mr. Szews served as a director of Gardner Denver, Inc., a worldwide provider of industrial equipment technologies and related parts and services, where he also served as Chairman of the Audit Committee and on the Nominating and Corporate Governance Committee. Since 2014, Mr. Szews has served as a director and on the Audit and Finance Committees for Commercial Metals Company, an operator of micro-steel mills located in the Southern United States. In August 2016, he was appointed to the board of directors of Rowan Companies plc, a global provider of contract drilling services, where he also serves on the Audit Committee. Mr. Szews holds a degree in Business Administration from the University of Wisconsin – Eau Claire. Mr. Szews was identified as a potential Board candidate by a third-party search firm.
Mr. Szews was selected to serve on our Board due to his extensive operational and financial experience and his background in public accounting, auditing and risk management. His previous and current board positions on otherpublicly-traded companies have provided many years of audit committee experience, including as chair. Mr. Szews’ extensive financial and audit experience in a variety of senior management positions, combined with his operational experience, have provided him with a wealth of knowledge in dealing with complex financial and accounting matters and will be a complementary asset to our Board. Mr. Szews qualifies as an “audit committee financial expert.”
Max P. Watson, Jr.
		Max P. Watson, Jr. has served as one of our directors since May 2001. Mr. Watson served as President and Chief Executive Officer of BMC Software, Inc., a provider of enterprise management solutions, from April 1990 to January 2001. He served as Chairman of the Board of Directors of BMC from January 1992 until his retirement in April 2001. Mr. WatsonMaryAnn Wright has served as one of our directors since August 2014. Ms. Wright owns TechGoddess LLC, a technical consulting firm serving global Tier 1 automotive suppliers. From 2007 through 2017, she worked for Johnson Controls Power Solutions (“Johnson Controls”), the global leader in automotive lead-acid and advanced batteries, serving as Group Vice President of Engineering & Product Development from 2013 through 2017, and Vice President of Technology and Innovation from 2009 to 2013. She served as Vice President and General Manager for Johnson Controls Hybrid Systems business and as CEO of Johnson Controls-Saft from 2007 through 2009. Prior to joining Johnson Controls, Ms. Wright served as Executive Vice President Engineering, Product Development, Commercial and Program Management for Collins & Aikman Corporation. From 1988 through 2005, Ms. Wright served as Director, Sustainable Mobility Technologies and Hybrid Vehicle Programs at Ford Motor Company, and was the Chief Engineer of the 2005 Ford Escape Hybrid, the industry’s first full hybrid SUV and also led the launch of Ford’s first hydrogen-powered fuel cell fleet program. Ms. Wright serves on the Board of Trustees of Texas Children’s Hospital and as Chairman of the Quality and Safety Committee. From January 2007 through December 2008, Mr. Watson served as Chairman of the Board of Trustees of Texas Children’s Hospital. He also serves on the Board of Directors of Scenic Houston, an organization dedicated to preserving and enhancing the visual character of Houston. Mr. Watson received his degree from Louisiana Tech University. Mr. Watson’s extensive business and management expertise from his position with a large globalpublicly-traded company makes him well qualified to serve as a member of our Board. As a former chairman, president and chief executive officer, Mr. Watson is familiar with many of the business issues we face today, including financial and strategic planning, technology, compensation, management development, international acquisitions, capital allocation, and stockholder relations.

Proposal 1 — Election of Directors and the Nominating and Governance Committee of Maxim Integrated Products, Inc., a developer of innovative analog and mixed-signal products and technologies. She also serves as a Director of Delphi Technologies, a leading provider of advanced vehicle propulsion solutions, where she is a member of the Compensation and Human Resources Committee and Chairman of the Innovation and Technology Committee. Ms. Wright is also active in the community where she serves as Board Chair of the Friends for Animals of Metro Detroit. She previously served on the Board of Governors at Argonne National Laboratory, and the University of Wisconsin-Milwaukee, and as Trustee at Lawrence Technological University. Ms. Wright received a B.A. in Economics and International Business and a Master of Science in Engineering from the University of Michigan and an M.B.A. from Wayne State University.

MaryAnn Wright
		MaryAnn Wright has served as one of our directors since August 2014. Ms. Wright has been employed by Johnson Controls Power Solutions, the global leader inlead-acid automotive and advanced batteries, serving as Group Vice President of Engineering & Product Development since 2013, and Vice President of Technology and Innovation from 2009 to 2013. She served as Vice President and General Manager for Johnson Controls Hybrid Systems business and as CEO of JohnsonControls-Saft from2007-2009. Prior to joining Johnson Controls, Ms. Wright served as Executive Vice President Engineering, Product Development, Commercial and Program Management for Collins & Aikman Corporation. From1988-2005, Ms. Wright served as Director, Sustainable Mobility Technologies and Hybrid Vehicle Programs at Ford Motor Company, and was the Chief Engineer of the 2005 Ford Escape Hybrid, the industry’s first full hybrid SUV and also led the launch of Ford’s firsthydrogen-powered fuel cell fleet program. Ms. Wright serves on the Board of Directors and the Nominating and Governance Committee of Maxim Integrated Products, Inc., a developer of innovative analog and mixed-signal products and technologies. She also serves as a director on the Board of Governors at Argonne National Laboratory, the Technical Advisory Board of Fallbrook Technology Incorporated, the Foundation Board of the University ofWisconsin-Milwaukee, the Board of Trustees of Lawrence Technological University, and the Advisory Board for the University of Chicago’s Energy Policy Institute, and as Chairman of Friends for the Dearborn Animal Shelter. Ms. Wright received a B.A. in Economics and International Business and a Master of Science in Engineering from the University of Michigan and an M.B.A. from Wayne State University.
Ms. Wright was selected to serve on our Board because of her extensive experience and her knowledge of the automotive industry, having been named one of the “Leading 100 Women in the Automotive Industry” by Automotive News. She is currently working in the area of energy storage solutions and a variety of advanced powertrain technologies. Ms. Wright’s unique business, manufacturing, engineering and technology background and her extensive global automotive experience make her well qualified to serve as a member of the Board.

Our Board of Directors Recommends a Vote “FOR” the Election of each of the Nominees for Director.

Proposal 2 — Advisory Vote on Executive Compensation

2019 PROXY STATEMENT  ●

34

Our Board of Directors Recommends a Vote“FORFOR”” theNon-Binding

Advisory Approval of our Executive Compensation.

Proposal 3 — Advisory Vote on the Frequency of Executive Compensation Advisory Votes

2019 PROXY STATEMENT  ●

35

Our Board of Directors Recommends a Vote of “ONE YEAR”

for this Proposal.

Proposal 4 — Ratification of the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm

Audit and Other Fees

Set forth below is a summary of certain fees accrued by Ernst & Young, which has served as our independent registered public accounting firm since 2002, for services related to the fiscal years ended December 31, 20152017 and 2016.2018. In determining the independence of Ernst & Young, the Audit Committee considered whether the provision ofnon-audit services is compatible with maintaining Ernst & Young’s independence.