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:

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

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

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

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

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

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.

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

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,

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

In 2016,2019, the Board held sixfour meetings, and acted by unanimous written consent sixfive times. CommitteesThe committees of the Board held a combined total of 2123 meetings. Each incumbent director attended 95% or more100% 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 was unable to attend one Compensation Committee meeting, attendance at such meetings was 100% for all directors then currently serving.2019. Under our Corporate Governance Guidelines, our directors are encouraged to attend the

We are committed to goodseeking excellence in 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,

The Nominating/Governance & Corporate Responsibility Committee’s charter provides that the committee will annually assess and approve the leadership structure of the Board and recommend a structure toBoard. In 2019, the Board for approval. In 2016, the Nominating/GovernanceGCR 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

Our Nominating/Governance & Corporate Responsibility Committee is responsible for identifying and recommending to our Board

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

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,Stanbrook, 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

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,

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/GovernanceGCR Committee. The Nominating/GovernanceGCR Committee will consider the resignation and will make a recommendation to the Board concerning whether to accept or reject it.such resignation.

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

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,

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 responsibility to satisfy itselfinsures 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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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

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

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

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

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

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

matters relating to our Chief Executive Officer. In the case of our Chief Executive Officer, the Compensation Committee reviews and discusses the particular compensation matter (together with our management and any counsel or other advisors deemed appropriate) and formulates a recommendation. The Compensation Committee’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 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 aspectsstrategy; however, members of management’s involvementmanagement do not participate in this process are:decisions regarding their own compensation.

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

In February 2017,2020, 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

Pursuant to its charter, the purposes and responsibilities of our Governance & Corporate Responsibility Committee (FKA Nominating/Governance CommitteeCommittee) are to:

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

The Nominating/GovernanceGCR Committee may consider candidates for our Board from any reasonable source, including from a search firm engaged by the Nominating/GovernanceGCR Committee or stockholder recommendations, provided that the procedures set forth below are followed. The Nominating/GovernanceGCR 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/GovernanceGCR 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/GovernanceGCR Committee and by the Chairman of the Board.

Stockholders or a group of stockholders may recommend potential candidates for consideration by the Nominating/GovernanceGCR Committee. For additional information on such requests and the applicable timing, please see “Stockholder Proposals for 20182021 Annual Meeting.”

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

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

At the request of the Finance/Risk Management Committee, management developed and presented to the BoardWe have a robust Enterprise Risk Management Program, concentrating primarily in fourfive principal areas that are significant to our business: (1) safety and property damage risk; (2) strategic planning and operational risk; (3) financial and accounting risk; (4) information technology and (4)cybersecurity risk; and (5) governance, regulatory and legislative risk. Risk profiles are updated annually to ensure that all risks continue to be identified. Management updates the Finance/Risk Management Committee as new risks are identified, and the steps taken to mitigate such risks. On an annual basis, management reviews results from tests of key risks with the full Board and the steps taken to mitigate new risks which have been identified.

Community

At

Community participation and charitable donations that enrich the communities we serve have always been a priority for Group 1, and are continuously encouraged and supported by our 2015 Annual Meetingdirectors and senior management. We are proud of Stockholders,these efforts and our employees from our corporate office, business centers and dealerships around the world who generously give of their time and resources to benefit others.

Workplace

Our employees are our greatest asset. We know that actively supporting the success and well-being of our employees is one of the best investments our company can make in its own sustainability. We also recognize the importance of training in the workplace to develop skills, promote best practices and support the success and advancement of our employees. Workplace satisfaction is key to attracting and retaining the best talent. To an increasing number of workers, job satisfaction has much to do with work/life balance, so scheduling is a primary consideration when making their decision to join or stay with a company. In 2017, Group 1 responded by piloting a flexible four-day schedule in four of our stores. Prior to the recent re-sizing of our business due to the outbreak of COVID-19 (coronavirus), more than 50% of our technicians and more than 80% of our advisors were on the four-day schedule. The goal is for the employees to work the same hours for the same pay, but do so in fewer days — giving them the personal and family time they value. The result is happier, more productive employees, as evidenced by a double-digit improvement in retention for both technicians and advisors.

Environment and Safety

Our commitment to sound corporate citizenship includes minimizing our impact on the environment, and doing what we askedcan to contribute to a healthier planet. We also have an obligation to spend our stockholdersshareholders’ money wisely. When constructing our various facilities and considering the nature of our operations, we carefully choose projects that are environmentally responsible, economically viable and good for the company’s long-term financial success. In 2019, we focused on energy-saving initiatives such as LED lighting and solar energy. We are eager to approvefind more opportunities like these where good environmental stewardship improves our Amendedlong-term financial results. We are committed to minimizing our environmental impact and Restatedcontinually look for ways to reduce our carbon footprint. We work to establish sound policies that support environmental and safety issues, including a robust recycling program.

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Governance

We are committed to responsible business practices and continuous improvement of our operations and our relationships with our employees and the communities in which we live and work. Our 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 business community. Our Governance & Corporate Responsibility Committee advises the Board on appropriate corporate governance guidelines and practices and assists our Board in implementing those guidelines and practices.

Group 1 Foundation

Group 1 Foundation, the 501(c)(3) charitable arm of our business, was formed in 2005 (in response to Hurricane Katrina) to provide guidance, emotional support and financial assistance to Group 1 employees and their immediate families who suffer hardship due to natural disasters, emergencies, extended illness, injury, fire, flood or other special situations beyond their control. Funds are made available through fundraisers and contributions from employees, Board members and vendors, and are distributed to help employees and their families with temporary, critical expenses. In 2017 and 2018, affected employees were provided temporary living and related expenses after Hurricanes Harvey and Michael. In 2019, we assisted employees in southeast Texas who were affected by Tropical Storm Imelda. Since 2017, we have disbursed over $1.3 million to 370 employees.

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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 Mr. Stanbrook who joined our Board in November 2016, and Carin M. Barth was appointed to

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

The number of directors on our Board is reviewed annually and fixed by our Board from time to time. In November 2016, the Board approved the number ofWe currently have ten directors serving on our Board. Effective as of the Annual Meeting, the Board size will be reduced to be nine members and in February 2017,as Mr. Adams has reached the Board expanded the number of directors serving on the Board to ten members.Company’s mandatory retirement age for non-management directors. The Board will continue to evaluate the size of the Board and make adjustments as needed to meet the current and future needs of the Company.

Stockholders may not cumulate their votes in the election of our directors. Under Delaware law and our Bylaws, a majority of votes cast by stockholders entitled to vote in the election of directors, is required

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