UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of Earliest Event Reported): | May 7, 2012 |
Group 1 Automotive, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
| Delaware | 1-13461 | 76-0506313 |
| _____________________ (State or other jurisdiction | _____________ (Commission | ______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 800 Gessner, Suite 500, Houston, Texas | 77024 | |
| _________________________________ (Address of principal executive offices) | ___________ (Zip Code) |
| Registrant’s telephone number, including area code: | 713-647-5700 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2012 Annual Meeting of Stockholders (the “Annual Meeting”) of Group 1 Automotive, Inc. (the “Company”), was held on May 8, 2012. At the Annual Meeting, the stockholders voted on the following three proposals and cast their votes as set forth below.
Proposal 1
The two director nominees named in the Company’s proxy statement were elected as Class I directors to serve until the 2015 Annual Meeting of Stockholders or until their successors are duly elected and qualified, based upon the following votes:
| Nominee | For | Withheld | Broker Non-Votes | |||||||||
| Earl J. Hesterberg | 18,342,499 | 146,622 | 2,329,238 | |||||||||
| Beryl Raff | 18,389,840 | 99,281 | 2,329,238 | |||||||||
Proposal 2
The proposal to approve, on an advisory basis, the resolution on executive compensation, was approved based upon the following votes:
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 17,718,191 | 761,881 | 9,049 | 2,329,238 | |||||||||
Proposal 3
The proposal to ratify the selection of Ernst & Young, LLP as the Company’s independent registered public accounting firm for 2012 was approved based upon the following votes:
| For | Against | Abstain | ||||||
| 20,710,583 | 104,326 | 3,450 | ||||||
8.01 Other Events.
Acquisition of Essex Audi Group
On May 7, 2012 the Company announced that it acquired the Essex Audi Group dealerships in the Southeast region of England. The group is composed of six Audi franchises. A copy of the press release is attached hereto as Exhibit 99.1.
Increase in Quarterly Dividend
On May 8, 2012 the Company announced that its board of directors approved an increase in the quarterly cash dividend to $0.15 per share payable on June 15, 2012, to stockholders of record on June 1, 2012. A copy of the press release is attached hereto as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits.
99.1 Press release of Group 1 Automotive, Inc., dated as of May 7, 2012.
99.2 Press release of Group 1 Automotive, Inc., dated as of May 8, 2012.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Group 1 Automotive, Inc. | ||||
| May 11, 2012 | By: | /s/ Darryl M. Burman | ||
| Name: Darryl M. Burman | ||||
| Title: Vice President | ||||
Exhibit Index
| Exhibit No. | Description | |
99.1 | Press release of Group 1 Automotive, Inc., dated as of May 7, 2012. | |
99.2 | Press release of Group 1 Automotive, Inc., dated as of May 8, 2012. |