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
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| Date of Report (Date of Earliest Event Reported): | | May 12, 2017 |
Group 1 Automotive, Inc.
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(Exact name of registrant as specified in its charter)
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| Delaware | 1-13461 | 76-0506313 |
_____________________
(State or other jurisdiction | _____________
(Commission | ______________
(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
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| 800 Gessner, Suite 500, Houston, Texas | | 77024 |
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(Address of principal executive offices) | | ___________
(Zip Code) |
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| 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Chairman of the Board to Group 1 Automotive, Inc. (the “Company”)
On May 12, 2017, the Board of Directors of the Company (the “Board”) elected Stephen D. Quinn as non-executive Chairman of the Board, and as Chairman of the Nominating/Governance Committee. He will continue to serve on the Audit Committee, the Compensation Committee and the Finance/Risk Management Committee. Mr. Quinn has been a member of the Board since May 2002, and replaces John L. Adams who served as non-executive Chairman of the Board since 2005. Mr. Adams will continue to serve on the Board and was designated as Chairman of the Finance/Risk Management Committee, filling the position vacated by Mr. Quinn.
In connection with Mr. Quinn’s election as non-executive Chairman of the Board, he will receive the payment of a pro-rata annual cash retainer of $100,000, and the payment of a pro-rata annual cash retainer of $10,000 in his role as Chairman of the Nominating/Governance Committee. He will also preside over the executive sessions of the independent members of the Board.
A copy of the press release announcing Mr. Quinn’s appointment is attached hereto as Exhibit 99.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2017 Annual Meeting of the Stockholders of the Company was held on May 12, 2017 (the “Annual Meeting”). At the Annual Meeting, the stockholders voted on the following four proposals and cast their votes as set forth below.
Proposal 1
The nine director nominees named in the Company’s proxy statement were elected as directors to serve until the 2018 Annual Meeting of Stockholders or until their successors are duly elected and qualified, based upon the following votes:
| | | | | | | | | |
| Nominee | | For | | Withheld |
| John L. Adams | | | 18,024,956 | | | | 382,682 | |
| Carin M. Barth | | | 18,326,875 | | | | 80,763 | |
| Earl J. Hesterberg | | | 18,329,785 | | | | 77,853 | |
| Lincoln Pereira | | | 18,292,794 | | | | 114,844 | |
| Stephen D. Quinn | | | 18,271,882 | | | | 135,756 | |
| J. Terry Strange | | | 18,230,082 | | | | 177,556 | |
| Charles L. Szews | | | 18,120,521 | | | | 287,177 | |
| Max P. Watson, Jr. | | | 17,996,896 | | | | 410,742 | |
| MaryAnn Wright | | | 18,335,134 | | | | 72,504 | |
Proposal 2
The compensation of the Company’s Named Executive Officers was approved, on a non-binding advisory basis, based upon the following votes:
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| For | | Against | | Abstain | | Broker Non-Votes |
| 17,696,619 | | | 704,857 | | | | 6162 | | | | 1,466,811 | |
Proposal 3
An annual advisory vote on the Company’s Named Executive Officer compensation was approved, on a non-binding advisory basis, based upon the following votes:
| | | | | | | | | | | | | |
| One Year | | Two Year | | Three Year | | Abstain |
| 14,570,691 | | | 36,269 | | | | 3,787,252 | | | | 13,426 | |
Based on these results, the Company will hold annual non-binding advisory votes regarding our Named Executive Officer compensation until the next required frequency vote occurs.
Proposal 4
The ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017 was approved based upon the following votes:
| | | | | | | | | |
| For | | Against | | Abstain |
| 19,812,350 | | | 59,049 | | | | 3,050 | |
Item 8.01 Other Events.
On May 12, 2017, the Company announced that its Board increased the Company’s common stock share repurchase authorization to $75.0 million. Purchases may be made from time to time, based on market conditions, legal requirements and other corporate considerations, in the open market or in privately negotiated transactions.
In addition, the Company announced that its Board approved a first quarter cash dividend of $0.24 per share payable on June 15, 2017, to stockholders of record on June 1, 2017.
A copy of the press release announcing the share repurchase and cash dividend is attached hereto as Exhibit 99.2.
Item 9.01 Other Events.
99.1 Press release of Group 1 Automotive, Inc. dated as of May 12, 2017.
99.2 Press release of Group 1 Automotive, Inc. dated as of May 12, 2017.
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.
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| | | Group 1 Automotive, Inc. |
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| May 18, 2017 | | By: | | /s/ Darryl M. Burman
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| | | | | Name: Darryl M. Burman |
| | | | | Title: Vice President |
Exhibit Index
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| Exhibit No. | | Description |
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99.1 | | Press Release of Group 1 Automotive, Inc. dated as of May 12, 2017 |
99.2 | | Press Release of Group 1 Automotive, Inc. dated as of May 12, 2017 |
