UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

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GROUP 1 AUTOMOTIVE, INC.

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NOTICE of ANNUAL MEETING and 2021 PROXY STATEMENT Wednesday, May 12, 2021 10:00 a.m., Central Daylight Saving Time Online at www.virtualshareholdermeeting.com/GPI2021

North Miami, Florida, USA

Dear Fellow Stockholder:Shareholder

We are pleased to invite you to attend Group 1 Automotive’s 20212022 Annual Meeting of StockholdersShareholders to be held virtually on Wednesday, May 12, 2021,18, 2022, at 10:00 a.m. Central Daylight Saving Time. In light of the COVID-19 pandemic, the Annual Meeting will be held completely online. Please see the Notice of Annual Meeting for more information on how to attend and participate in the Annual Meeting.

OVERVIEW

Through the unprecedentedFiscal year of 2020,2021 was another record year for Group 1 adapted, evolved,Automotive. Despite the ongoing pandemic and emerged stronger as a Company. Our team has worked tirelesslywell documented supply-chain disruptions, we were able to navigate the unique challengesachieve significant growth in most of the COVID-19 pandemic. After executing an aggressive cost reduction plan to preserve liquidity in our U.S., U.K. and Brazil regions, the Company adapted by reengineering its processes and achieved solid results in 2020, which includedfinancial metrics.

Key accomplishments included: (i) revenue of $10.9$13.8 billion, and an increase of 27%, (ii) adjusted earnings per share of $15.51,$35.02, an increase of 66.0% compared94%, (iii) adjusted net income of $642 million, an increase of 93%, and (iv) $755.5 million adjusted operating cash flow, an increase of 50%⁽¹⁾. These results were attributable to 2019. Our solid performance, through theexpanded margins in our new market realities of 2020, is theand used vehicle sales, continued growth in our aftersales and finance and insurance businesses, and strong cost control. As a result of our continued focus on2021 financial performance, the controllable elementsCompany generated strong cash flow which allowed us to grow the business by acquisitions as well as the repurchase of approximately 6% of our business model, including optimizing cost control, enhancingshares.

The Company completed major acquisitions in both our digital platform,U.S. and capitalizing onU.K. markets in 2021, resulting in an increase in our total dealership count as of December 31, 2021 to 218 from 184 at year-end 2020. The Company increased its footprint in the experience and expertisenortheast United States with the acquisition of 33 dealerships, further diversifying our geographic footprint in the United States. In the United Kingdom, the Company added additional scale with the acquisition of 7 dealerships. These transactions represented, in the aggregate, $2.5 billion of annualized revenues. The Company also announced the divesture of our team.Brazilian operations with an expected closing date in the second quarter of 2022.

INITIATIVES

Our digital retail platform, Acceleride^®, has been instrumental in allowing our Company to adapt to consumers’ needs during the restricted social distancing environment. Acceleride^® allows customers to complete vehicle transactions entirely online or start the process online and finish the transaction at one of our dealerships. During 2020, Acceleride^® U.S. total retail unit sales were up more than 100% compared to 2019. Despite a significant reduction in our employee head count and operating capacity, we evolved by improving the productivity of our sales and service departments, which resulted in a 19.0% increase in technician productivity and a 22.0% increase in salesperson productivity as compared to 2019. In 2021, we will continuecontinued our work to focus on the controllable elementsprepare for increasing sales volumes of alternative fuel and electric vehicles (“EV”) by working with local utility companies and auto manufacturers to increase vehicle charging capacity. We also made additional investments in EV service equipment and training for our employees.

In furtherance of our business model while prioritizing acquisitions, improving sales penetrationHuman Capital initiatives, we appointed our first Chief Diversity Officer in Acceleride^®, increasing partsMay 2021 to continue the development and service gross profit, and growing our used vehicle business.

HUMAN CAPITAL

As we continue to operate through these unprecedented times, we remain guided by our core values: Integrity, Transparency, Professionalism, Teamwork, and our most recently identified core value, Respect. We are committed to treating everyone, customers and colleagues alike, with dignity and respect.

In 2020, we took significant steps in supportexecution of our new core value. Approximately 7,600 U.S. employees participated in anti-bias training from a diversity, equity, and inclusion expert in a program specifically developed for(“DEI”) strategy throughout the Company. The expert also conducted a two-part interactive training session with over 150 members of management. We established the Diversity, Equity, and Inclusion (DEI) Council to ensure that the Company’s activities, policies, and communications supportorganization. This new role integrates our goal of a more diverse and inclusive organization. As a partDEI strategy into every aspect of the DEI Council, we also formed the Group 1 Women’s Initiative, which focuses on increasing female employee lifecycle from recruitment and retention, providing a diverse and inclusive

Notice of Annual Meeting of Shareholders

Matters to be voted on:

MATTERS TO BE VOTED ON:

StockholdersShareholders of record at the close of business on March 16, 2021,21, 2022, will be entitled to notice of and to vote during the Annual Meeting and at any adjournments or postponements thereof.

We are pleased this year to conduct the Annual Meeting solely online via the Internet through a live webcast and online stockholdershareholder tools. We are conducting the Annual Meeting solely online due to the continuing impact of and uncertainty surrounding the coronavirus (“COVID-19”) pandemic and to support the health and well-being of our stockholders. We also believe a virtual format facilitates stockholdershareholder attendance and participation by leveraging technology to allow us to communicate more effectively and efficiently with our stockholders.shareholders. This format empowers stockholdersshareholders around the world to participate at no cost. We have designed the virtual format to enhance stockholdershareholder access and participation and protect stockholdershareholder rights, as described in more detail in the proxy statement.

The proxy materials, including this Notice of Annual Meeting, the proxy statement, a proxy card, and our Annual Report to Stockholders on Form 10-K for the fiscal year ended December 31, 20202021 are being distributed and made available beginning on April 6, 2021.

12, 2022.

Your vote is important. We urge you to review the accompanying materials carefully and to vote by telephone or internet as promptly as possible. Alternatively, you may complete, sign and return the proxy card, by mail.

Houston, Texas

April 6, 202112, 2022

By Order of the Board of Directors,

Beth Sibley

Corporate Secretary

Proxy Statement 2022  |  1

2021 PROXY STATEMENT •

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Business and Financial Highlights

Despite the unique challenges of the COVID-19coronavirus (“COVID-19”) pandemic, Group 1 Automotive, Inc. (“Group 1” or the “Company”) continued to deliver record settingrecord-setting financial results and increased operational effectiveness in 2020.2021. The Company achieved solid results by successfully expanding its omnichannel marketing, closing attractive acquisitions involving approximately $2.5 billion in acquired revenues, executing an aggressive cost reduction plan and reengineering its processes. Our 20202021 financial results compared to 20192020 included:

	Actual (GAAP)
✓  All-time record GAAP EPS for 20202021 was $15.51,$30.11, a 66.0%94.1% increase; ✓  Adjusted EPS for 20202021 was $18.06,$35.02, a 65.2%93.9% increase;
		Actual (GAAP) ✓  All-time record GAAP net income for 20202021 was $286.5$552.1 million, a 64.6%92.7% increase; ✓  Adjusted net income for 20202021 was $333.5$642.1 million, a 63.9%92.5% increase;
		✓Achieved all-time U.S. Finance and Insurance (“F&I”) performance record of $1,951$2,155 per retail unit;
		✓Increased same store used vehicle total gross profit by 8.6%71.0%;
	✓  Increased same store parts and service gross profit by 15.5%;				✓Issued annualquarterly dividends of $.60totaling $1.33 per share (excludesfor the second and third quarters of 2020 when our dividend program was suspended);
						full year; ✓Repurchased 863,5721,103,417 shares of common stock at an average price per share of $92.86,$190.82, representing approximately 5%6% of total share float;
						Actual (GAAP) ✓  GAAP operating cash flow of $805.4$1,259.6 million, a 117.1%56.4% increase; ✓  Generated record adjusted operating cash flow of $503.7$755.5 million, a 51.7%50.0% increase;
						✓Reduced SG&A as a % of gross profit from 74.8%65.6% in 20192020 to a record 66.1%60.5% in 2020;2021; and ✓  Acquired approximately $2.5 billion in annual revenues, an all-time annual record for the Company.
						Refinanced $850.0 million of bond debt due 2022/2023 with a combination of bond and mortgage debt due 2027/2028, resulting in interest expense savings of over $15.0 million annually; and
						Reduced non-floorplan debt by $196.0 million, excluding finance leases.

*Please see Appendix A for an explanation and reconciliation of these non-GAAP measures.

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SUSTAINABILITY HIGHLIGHTS

We strongly believe that our environmental, social and governance (“ESG”) actions will help our business operations positively impact the planet, the people whose lives we touch and our bottom line. In an effort to better inform our shareholders and the investment community of our current initiatives and the actions we’ve taken, we recently released our inaugural 2021 Sustainability Report which may be found at www.group1corp.com/ESG. The report reflects the ESG progress we’ve made through 2021 and the things we hope to achieve in the future. A summary of our current ESG priorities and our respective 2021 accomplishments follows:

Our ESG Priorities

		FOSTER DIVERSITY, EQUITY AND INCLUSION Appointed our first Chief Diversity Officer for executive oversight of our DEI strategy and actions
		SUPPORT OUR EMPLOYEES AND COMMUNITIES Continued to encourage our employees to volunteer and to use our dealerships for community gatherings
		MAINTAIN STRONG GOVERNANCE PRINCIPLES Established the ESG Working Group that reports to the Governance & Corporate Responsibility Committee on a quarterly basis
		REDUCE THE ENVIRONMENTAL IMPACT OF OUR FACILITIES Installed an additional 800 solar panels to bring our current total to more than 6,400 panels
		CONDUCT BUSINESS IN A SUSTAINABLE MANNER Established a team responsible for improving our electric vehicle infrastructure

2021 PROXY STATEMENT •
		Proxy Statement 2022  |  114

Election of Directors (Proposal 1)

Proxy Statement 2022  |  5

DIRECTOR NOMINEES

The following table provides summary information about our nominees for election to the Board of Directors.Directors (the “Board”).⁽¹⁾ Additional information for all of our directors may be found beginning on page 30.17.

																	Committee Memberships
				Committee Memberships
Directors	Director Since	Age	Other Public Directorships	Audit	Compensation and Human Resources Committee	Finance/Risk Management	Governance & Corporate Responsibility Committee		Director Since		Age		Other Public Directorships		Independent		Audit Committee		Compensation & Human Resources Committee		Finance/Risk Management Committee		Governance & Corporate Responsibility Committee
Carin M. Barth	2017	58	2						2017		59		2		✓
Earl J. Hesterberg*	2005	67	0
Steven C. Mizell(2)	2021	61	1
Lincoln Pereira*	2013	61	0
Earl J. Hesterberg									2005		68		0
Steven C. Mizell1									2021		62		1		✓
Lincoln Pereira Filho									2013		62		12
Stephen D. Quinn	2002	65	1						2002		66		1		✓
Steven P. Stanbrook(3)	2019	63	2
Steven P. Stanbrook									2019		64		1		✓
Charles L. Szews	2016	64	3						2016		65		2		✓
Anne Taylor	2018	65	2						2018		66		2		✓
MaryAnn Wright(4)	2014	59	2
MaryAnn Wright									2014		60		2		✓

Chair

Chair       Member

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

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DELIVERY OF PROXY MATERIALS

The proxy materials, including this proxy statement, the Notice of Annual Meeting, the form proxy card, and our Annual Report to Stockholders on Form 10-K for the fiscal year ended December 31, 2020 are being distributed and made available to stockholders of record beginning on April 6, 2021.

The proxy card provides instructions on how to inform us to send future proxy materials to you electronically by email. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy-voting site. Your election to receive proxy materials by email or printed form will remain in effect until you terminate it.

Choosing to receive future proxy materials by email will allow us to provide you with the information you need in a timelier manner, save us the cost of printing and mailing documents, to you, and conserve natural resources.

2021 PROXY STATEMENT •
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Board DiversityDIRECTOR QUALIFICATIONS AND DIVERSITY CONSIDERATIONS

Our Governance & Corporate Responsibility 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 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 GCR Committee assesses the effectiveness of this approach as part of our Board’s annual self-evaluation process.

Independence of the Members of Our Board

The Board has analyzed the independence of each director. It has affirmatively determined that Mses. Barth, Taylor and Wright and Messrs. Mizell, Quinn, Stanbrook, Szews and Watson (all of our non-employee directors) are independent directors under the listing standards of the New York Stock 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. Prior to his retirement as of our 2020 Annual Meeting, Mr. John L. Adams was determined by our Board to be independent under the listing standards of the NYSE.

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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 GCR 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 2020.

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 GCR Committee. The GCR Committee will consider the resignation and will make a recommendation to the Board concerning whether to accept or reject such resignation.

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

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 GCR 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 Our Board

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

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Risk Oversight

We have a robust Enterprise Risk Management Program, concentrating primarily in five 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 cybersecurity risk; and (5) governance, regulatory and legislative risk. Risk profiles are formally updated annually and as needed when significant risks emerge like COVID-19 pandemic risks in 2020. Management updates the Finance/Risk Management Committee as new risks are identified, and on 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.

Further, outside counsel advises our Board periodically on an as-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.

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.

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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. At each of its meetings, the Finance/Risk Management Committee receives presentations from our VP, Information Technology, on cybersecurity and information security risk, and on our cybersecurity initiatives. We also engage cybersecurity experts to review, evaluate and provide recommendations on our cybersecurity program. Additionally, to assure compliance with our policies and procedures members of our internal audit department regularly visit our dealerships to ensure that our customers’ personal information is protected and secured appropriately. The results of those dealership visits are reported to the Audit Committee. In March 2020, at the onset of the COVID-19 pandemic, all dealership visits were suspended. As of March 2021, our internal audit department resumed conducting dealership visits in accordance with CDC guidelines and local regulations. In 2020, our Board, the Finance/Risk Management Committee and the Audit Committee received cybersecurity and information security risk reports at least quarterly.

Committees of Our Board

Our Board has established four standing committees to assist it in discharging its responsibilities: the Audit Committee, the Compensation and Human Resources Committee, the Governance & Corporate Responsibility Committee and the Finance/Risk Management Committee.

Each of the committee charters is available on our website at www.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.

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AUDIT COMMITTEE

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.

All members of the Audit Committee are independent as that term is defined in the NYSE’s listing standards and by Rule 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 Ms. Barth has the necessary accounting and financial expertise to serve as Chairman.

Our Board has also determined that each of Ms. Barth and Messrs. Quinn and Szews is an “audit committee financial expert” following a determination that Ms. Barth and Messrs. Quinn and Szews met the criteria for such designation under SEC rules and regulations. For information regarding the business experience for Mses. Barth and Taylor and Messrs. Quinn, Stanbrook and Szews, please read “Proposal 1 — Election of Directors.” The Audit Committee held eight meetings during 2020, and acted by unanimous written consent three times.

The Report of the Audit Committee is set forth on page 40 of this proxy statement.

COMPENSATION AND HUMAN RESOURCES COMMITTEE

Pursuant to its charter, the purposes and responsibilities of our Compensation and Human Resources (“CHR”) Committee are to:

The CHR 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; however, members of management do not participate in decisions regarding their own compensation.

Under its charter, the CHR 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 also has the sole authority to approve the consultant’s fees and other retention terms.

The CHR Committee has engaged Pearl Meyer & Partners, LLC (“PM&P”) to conduct a compensation analysis which involved the comparison of long-term, short-term and total compensation of our named executive officers with a selected group of peer companies. 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 of highly qualified and high performing executives, and rewarding the achievement of Company objectives so as to align with stockholder 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 CHR 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.

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In February 2021, the CHR Committee considered the independence of PM&P in light of SEC rules and listing standards of the NYSE. The CHR Committee requested and received a letter from PM&P addressing the consulting firm’s independence, including the factors set forth in the listing standards of the NYSE. The CHR 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 CHR Committee are independent as that term is defined in the NYSE’s listing standards, including the heightened standards applicable to compensation committee members. The CHR Committee held ten meetings during 2020 and acted by unanimous written consent four times.

The Report of the Compensation and Human Resources Committee is set forth on page 56 of this proxy statement.

GOVERNANCE & CORPORATE RESPONSIBILITY COMMITTEE

Pursuant to its charter, the purposes and responsibilities of our Governance & Corporate Responsibility (“GCR”) Committee are to:

All members of the GCR Committee are independent as defined under the NYSE’s listing standards. The GCR Committee held four meetings during 2020.

FINANCE/RISK MANAGEMENT COMMITTEE

Pursuant to its charter and other applicable policies, the purpose of our Finance/Risk Management Committee is to assist the Board in fulfilling its oversight responsibilities across the principal areas of corporate finance and risk management for the Company, including:

All members of the Finance/Risk Management Committee, except for Mr. Hesterberg, our President and Chief Executive Officer and Mr. Pereira, our Regional Vice President, Brazil, are independent as defined under the NYSE’s listing standards. The Finance/Risk Management Committee held six meetings during 2020 and acted by unanimous written consent once.

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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 the independent Chairman of the Board (who presides over the executive sessions of our independent and non-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 the independent Chairman of the Board, or to any one of the directors in care of our offices will be forwarded to the addressee or addressees.

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Environmental and Corporate Social Responsibility

Responsible business practices are central to our success, the continuous improvement of our operations, and our relationships with our employees and the communities we call home.Our core values, integrity, transparency, professionalism, teamwork and respect, 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 in which we live and work.

In an effort to better inform our stockholders and the investment community of the numerous activities of our corporate office and geographically dispersed dealerships, we maintain and update websites that provide pertinent data on our environmental and social efforts. Please visit our websites at www.group1corp.com/ESG and www.group1auto.com/group1cares.

Community

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 directors and senior management. We are proud of these efforts and our employees from our corporate office, business centers and dealerships in the U.S., U.K., and Brazil who generously give of their time and resources to benefit others.

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Environment and Safety

We are committed to minimizing our environmental impact and continually look for more opportunities where good environmental stewardship improves our long-term financial results. We also have an obligation to spend our stockholders’ money wisely. When constructing our various facilities, while 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 2020, we continued to focus on energy-saving initiatives such as LED lighting and installing solar panels at several stores. We also supported our commitment to the environment through a robust recycling program and our water-based paint initiative.

Additionally, we have robust workplace safety policies at our dealerships and collision centers. The Company has engaged a third-party consultant, who regularly conducts training and performs quarterly visits, to assure our workplaces remain compliant with environmental and safety regulations.

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 Acceleride® and Val-u-Line® vehicle sales programs, success with hiring technicians, the impact of the COVID-19 pandemic on our operations, the impact of Brexit in the U.K., our digital retail strategies, capital allocation, and profitability. We address these topics with slide data in our roadshows and talking points on our earnings calls, conferences, and investor meetings. 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, while enabling the Company to dynamically operate in an evolving industry and economy with respect to maximizing return for our stockholders.

Workplace

Our employees are the heart of our company. 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.

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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, teamwork and respect - 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 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 $1.4 million to over 400 employees.

COVID-19 Response

The COVID-19 pandemic significantly affected our operations in all three of our markets in the U.S., U.K., and Brazil. At the onset of the pandemic, the Board and management met weekly to ensure the Company protected the health and safety of its employees, adjusted its cost structure to adapt to market conditions, and preserved its core values during this unprecedented time. In 2020, the Company spent over $1 million on personal protective equipment, established remote working arrangements where possible, and adhered to its aggressive cost reduction plan to preserve liquidity in all regions. In addition to the compensation adjustments described in the CD&A, we reduced advertising expenses by over 33%. As announced in April 2020, we furloughed or terminated approximately 8,000 employees, suspended our dividend, and cancelled our share repurchase program. As market conditions improved, the Company reversed many of these cost reductions and improved productivity.

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Our Certificate of Incorporation 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. With the exception of Mr. Mizell who joined our Board in March 2021, all of the nominees were elected directors by a vote of the stockholders at the last annual meeting of stockholders which was held on May 13, 2020. Each nominee agreed to be named in this Proxy Statement and to serve if elected. All then-current directors attended the 2020 Annual Meeting.

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

Director		Position and Offices with Group 1		Director Since		Age
Carin M. Barth		Director		2017		58
Earl J. Hesterberg		Director, President and Chief Executive Officer		2005		67
Steven C. Mizell		Director		2021		61
Lincoln Pereira		Director, Regional Vice President, Brazil		2013		61
Stephen D. Quinn		Director, Non-Executive Chairman of the Board		2002		65
Steven P. Stanbrook		Director		2019		63
Charles L. Szews		Director		2016		64
Anne Taylor		Director		2018		65
MaryAnn Wright		Director		2014		59

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. We currently have ten directors serving on our Board. Effective as of the Annual Meeting, the Board size will be reduced to nine members as Mr. Watson has reached the 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 for the election of directors. This means that director nominees who receive more “for” votes than “against” will be elected for that position. You may vote “for” or “against” with respect to the election of directors. Only votes “for” or “against” are counted in determining whether a majority has been cast in favor of a director. Abstentions are not counted for purposes of the election of directors.

We have adopted a majority vote director resignation policy, which is described in greater detail under “Director Resignation Policy.”

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Back to Contents

Our Board of Directors

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 successful records of accomplishment in what we believe are highly relevant positions with 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 benefit from an intimate knowledge of our operations and corporate philosophy. Our Board believes that through their varying backgrounds, our directors bring a wealth of experiences and new ideas to our Board.

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

Skills and Qualifications of Our 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 Member
		Barth	Hesterberg	Mizell	Pereira	Quinn	Stanbrook	Szews	Taylor	Wright
Experience/Knowledge:
	# of Other Public Company Boards Currently Serving On	2	-	1	-	1	2	3	2	2
	Former President or CEO
	Public Company Executive Position
	Automotive					IB
	Retail					IB
	Engineering/Product Development
Expertise:
	International					IB
	Finance
	Human Resources/Cultural
	Legal
	Mergers & Acquisitions
	Accounting					IB
	P&L/Income Statement Responsibility
	SOX Financial Expert
	Technology
Attributes:
	Independent
	Diversity

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

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Back to Contents

Director Qualification and Considerations.The GCR 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 Third 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 GCR Committee, which identifies and recommends board candidates to the full Board, 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 GCR 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 GCR Committee’s perceptions about future issues and needs. However, while the GCR Committee does not maintain a formal list of qualifications, in making its evaluation and recommendation of candidates, the GCR 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.

The GCR Committee considers the diversity of the Board when identifying director nominees in accordance with its charter. We believe board membership should reflect diversity in its broadest sense, including persons diverse in perspectives, personal and professional experiences, geography, gender, race and ethnicity. This process has resulted in a Board that is comprised of highly qualified and diverse directors.

BOARD INDEPENDENCE

The Board determined that all non-employee directors are independent directors under the listing standards of the New York Stock Exchange (“NYSE”). As part of its analysis, the Board determined that none of the directors have a material relationship with our Company. Each of Messrs. Hesterberg and Pereira was determined not to be independent because they are employees of Group 1.

The Board has determined that each of the members of the Audit Committee, CHR Committee and GCR Committee are independent under applicable NYSE and Securities and Exchange Commission (“SEC”) rules for committee memberships, and that each member of the Audit Committee also meets the additional independence criteria set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All members of the Finance/Risk Management Committee, except for Messrs. Hesterberg and Pereira, are also independent as defined under the NYSE’s listing standards. The Board has also determined that each of Ms. Barth and Messrs. Quinn and Szews qualifies as an “audit committee financial expert” as that term is defined under SEC rules.

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 GCR 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 2021.

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 shareholder vote, tender his or her written resignation to the Board for consideration by the GCR Committee. The GCR Committee will consider the resignation, as well as all factors it considers relevant, and will make a recommendation to the Board concerning whether to accept or reject such resignation.

The Board will take formal action on the recommendation no later than 90 days following the certification of the results of the shareholders’ meeting. 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.

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Proxy Statement 2022  |  11

COMMITTEES OF OUR BOARD

Our Board has established four standing committees to assist it in discharging its responsibilities: the Audit Committee, the CHR Committee, the GCR Committee and the Finance/Risk Management Committee. Each committee is required to perform the key functions summarized below as well as other such functions set forth in its charter or assigned by our Board from time to time.

Audit Committee

Our Audit Committee assists the Board in oversight of Group 1’s:

In addition, 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 held nine meetings during 2021 and acted by unanimous written consent one time.

The Report of the Audit Committee is set forth on page 29 of this proxy statement.

Compensation & Human Resources Committee

Our CHR Committee’s responsibilities are to:

For additional information regarding the role of management in the CHR Committee process, please see “2021 Compensation Discussion and Analysis — Role of the Compensation & Human Resources Committee, its Consultant and Management.”

The CHR Committee held seven meetings during 2021 and acted by unanimous written consent one time.

The Report of the CHR Committee is set forth on page 49 of this proxy statement.

Governance & Corporate Responsibility Committee

Our GCR Committee’s responsibilities are to:

The GCR Committee held four meetings during 2021.

Finance/Risk Management Committee

Our Finance/Risk Management Committee assists our Board in its oversight of corporate finance and risk management, including:

The Finance/Risk Management Committee held five meetings during 2021 and acted by unanimous written consent one time.

RISK OVERSIGHT

We have a robust Enterprise Risk Management Program, designed to identify, assess, monitor, manage, and mitigate our significant business risks by concentrating primarily in five principal areas: (1) safety and property damage risk; (2) strategic planning and operational risk; (3) financial and accounting risk; (4) information technology and cybersecurity risk; and (5) governance, regulatory and legislative risk. Risk profiles are formally updated annually and as needed when significant risks emerge like COVID-19 pandemic risks in 2020. Management updates the Finance/Risk Management Committee as new risks are identified, and on 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.

Further, outside counsel advises our Board periodically on an as-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 help identify and mitigate risk and improve our internal controls, including reviewing our adherence to policies and procedures.

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Proxy Statement 2022  |  13

Each Board committee has a significant role in assisting the Board in overseeing the risks that impact Group 1. Each committee is responsible for overseeing risks associated with its respective area of responsibility as further detailed below.

CYBERSECURITY AND INFORMATION SECURITY RISK OVERSIGHT

Our Board recognizes the importance of maintaining the trust and confidence of our customers, vendors, shareholders and employees, and devotes significant time and attention to oversight of cybersecurity and information security risk. At each of its meetings, the FRM Committee receives presentations from our VP, Information Technology, on cybersecurity and information security risk, and on our cybersecurity initiatives. We also engage cybersecurity experts to review, test, evaluate and provide recommendations on our cybersecurity program. Additionally, to assure compliance with our policies and procedures members of our internal audit department regularly visit our dealerships to ensure that our customers’ personal information is protected and secured appropriately. The results of those dealership visits are reported to the Audit Committee. In 2021, 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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Proxy Statement 2022  |  15

TRANSPARENCY AND ENGAGEMENT

Governance Documents

Our key governance documents including our Corporate Governance Guidelines and committee charters are available on our Investor Relations website at www.group1corp.com and shareholders 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.

Communications With Directors

Our Board welcomes communications from our shareholders and other interested parties. Shareholders and any other interested parties may send communications to our Board, to any committee of our Board, to the independent Board Chair (who presides over the executive sessions of our independent and non-management directors), or to any director in particular, to:

c/o Group 1 Automotive, Inc.

800 Gessner, Suite 500

Houston, Texas 77024

Attn: Chair of the Board

Any appropriate correspondence addressed to our Board, to any committee of our Board, to the independent Board Chair, or to any one of the directors in care of our offices will be forwarded to the addressee or addressees.

Investor Outreach

Each year, management interfaces with prospective investors, existing shareholders, 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 capital allocation, share repurchases, company growth through acquisitions, the impact of our inventory supply on new and use vehicle sales, market trends, parts and service strategies, successful implementation of our AcceleRide^® and Val-u-Line^® vehicle sales programs, success with hiring technicians, the impact of the COVID-19 pandemic on our operations, our digital retail strategies, capital allocation, and profitability. This interaction ensures that management and the Board understand and consider the views of our shareholders, perception of the investment community, and industry and economic outlook from the Company’s Wall Street covering analysts, while enabling the Company to dynamically operate in an evolving industry and economy with respect to maximizing return for our shareholders.

Our core values of integrity, transparency, professionalism, teamwork and respect underlie our commitment to conduct our business in ways that are principled and accountable to key stakeholders, the environment and the communities in which we do business. We are committed to transparency in sharing out sustainability progress. For updates on our progress and to access our 2021 Sustainability Report, please visit www.group1corp.com/ESG.

SUSTAINABILITY GOVERNANCE

We are committed to responsible business practices and continuous improvement of the sustainability of our operations and our relationships with our employees and the communities in which we live and work. While our GCR Committee oversees our ESG policies and practices, other Board committees also play a role in our sustainability efforts, relating to cybersecurity, human capital management, health & safety and corporate risk management. In addition, our management team and other employee subject matter experts are responsible for the implementation of our ESG strategy, initiatives and communications.

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Proxy Statement 2022  |  17

PROPOSAL 1

Election of Directors

Our Board of Directors has nominated nine directors to be elected to serve on our Board until the next annual meeting and the election of their successors. Each nominee was elected to our Board at our last annual meeting on May 12, 2021. Each nominee agreed to be named in this Proxy Statement and to serve if elected.

For more information on the director nominees, please see the section entitled “Qualifications of Our Board of Directors” beginning on page 19.

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 adjusted by our Board from time to time to meet the current needs of the Company.

A majority of votes cast by shareholders entitled to vote in the election of directors is required for the election of directors. This means that director nominees who receive more “for” votes than “against” will be elected for that position. You may vote “for” or “against” with respect to the election of directors. Only votes “for” or “against” are counted in determining whether a majority has been cast in favor of a director. Abstentions are not counted for purposes of the election of directors.

Please see “Director Resignation Policy” on page 10 for a description of our majority vote director resignation policy.

DIRECTOR SKILLS AND DEMOGRAPHICS

Our Board believes that each of our directors is highly qualified to serve as a member of our Board. Our directors are highly educated and have diverse backgrounds and talents and successful records of accomplishment in what we believe are highly relevant positions with well-regarded organizations. Our Board has also considered the experience our directors have from working for, or serving on the boards of, a variety of companies in a wide range of industries. Many of our directors also have served as directors of Group 1 for many years and benefit from an intimate knowledge of our operations and corporate philosophy. Our Board believes that through their varying backgrounds, our directors bring a wealth of experiences and new ideas to our Board.

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

Skills and Demographic Matrix

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

Experience / Knowledge

# of Other Public Company Boards Currently Serving On

2

-

1

1*

1

1

2

2

2

Former President or CEO

⬛

⬛

⬛

⬛

⬛

⬛

Public Company Executive Position

⬛

⬛

⬛

⬛

Automotive

⬛

⬛

IB

⬛

⬛

Retail

⬛

⬛

⬛

IB

⬛

⬛

Engineering/Product Development

⬛

⬛

⬛

⬛

⬛

Expertise

International

⬛

⬛

⬛

IB

⬛

⬛

⬛

⬛

Finance

⬛

⬛

⬛

Human Resources/Cultural

⬛

⬛

⬛

⬛

Legal

⬛

Mergers & Acquisitions

⬛

⬛

⬛

⬛

⬛

⬛

⬛

⬛

⬛

Accounting

⬛

IB

⬛

P&L/Income Statement Responsibility

⬛

⬛

⬛

⬛

⬛

⬛

SOX Financial Expert

⬛

⬛

⬛

Technology

⬛

⬛

⬛

⬛

Attributes

Independent

⬛

⬛

⬛

⬛

⬛

⬛

⬛

Identity (self-identified in D&O Questionnaire)

Gender Identity (Male/Female)

F

M

M

M

M

M

M

F

F

LGBTQ+ (Yes/No)

N

N

N

N

N

N

N

N

N

Race/Ethnicity (White, African American/Black, Latino, Multiracial)

W

W

AA/B

W/L/M

W

W

W

W

W

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

*Company is listed on the Brazilian Stock Exchange

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Proxy Statement 2022  |  19

DIRECTOR QUALIFICATION AND CONSIDERATIONS

The GCR Committee actively seeks individuals qualified to become members of our Board, seeks to implement the independence standards required by law, applicable listing standards, our Certificate of Incorporation, our Bylaws and Corporate Governance Guidelines. For more information, visit the section titled “Information about Our Board of Directors and its Committees – Director Qualifications and Diversity Considerations” on page 10.

The GCR Committee may consider candidates for our Board from any reasonable source, including from a search firm engaged by the GCR Committee or stockholder recommendations, provided that the procedures set forth below are followed.shareholder recommendations. The GCR Committee does not intend to alter the manner in which it evaluateswill evaluate candidates based on whether the candidate is recommended by a stockholdershareholders using the same criteria as for other candidates recommended by its members, other members of the Board, or not. However, in evaluating a candidate’s relevant business experience, the GCR Committee may consider previous experience as a member of our Board.other persons. Any invitation to join our Board must be extended by our Board as a whole, by the Chairman of the GCR Committee Chair and by the Chairman of the Board.Board Chair.

StockholdersShareholders or a group of stockholdersshareholders may recommend potential candidates for consideration by the GCR Committee. For additional information on such requests and the applicable timing, please see “Stockholder“Shareholder Proposals for 20222023 Annual Meeting.”

QUALIFICATIONS OF OUR BOARD OF DIRECTORS

			CARIN M. BARTH Co-Founder and President of LB Capital, Inc., a private equity investment firm Audit Committee Chair Age 58 59 Director Since:Since 2017		Independent Director Audit Committee Financial Expert		Other Current Directorships:Directorships • Enterprise Products Holdings, LLC • Black Stone Minerals, L.P.		Other Directorships Within Thethe Last Five Years:Years • BBVA USA Bancshares, Inc. • Halcón Resources Corporation •  Bill Barrett Corporation • Strategic Growth Bancorp Inc.		•  Western Refining, Inc. Degrees   B.S. in Economics, University of Alabama; M.B.A, Vanderbilt University’s Owen Graduate School of Management
		Career Highlights:Highlights
		•  Co-Founder and President of LB Capital, Inc. since 1988 •  Currently serves on the boardsboard of The Welch Foundation •  Former board member and current Emeritus board member of Ronald McDonald House of Houston		•  Commissioner of the Texas Department of Public Safety from 2008 to 2014 •  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   Degrees: B.S. in Economics, University of Alabama; M.B.A, 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.

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