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): March 25, 2020
Group 1 Automotive, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 1-13461 | 76-0506313 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | |
800 Gessner, Suite 500 Houston, Texas 77024 | | 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 (see General Instructions A.2. below):
☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, par value $0.01 per share | | GPI | | New York Stock Exchange |
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.
On March 25, 2020, Group 1 Automotive, Inc., a Delaware corporation (the “Company”) issued a press release stating the following with regard to compensation of executive officers:
Reduction of corporate compensation until further notice, as follows:
| o | CEO salary reduction of 50 percent; |
| o | President U.S. and Brazilian Operations salary reduction of 35 percent; |
| o | Senior Vice Presidents salary reduction of 20 percent. |
A copy of the press release regarding executive officer compensation is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 8.01 Other Events.
In addition, on March 25, 2020, the Company announced that due to the unprecedented business impact of the COVID-19 virus, they are implementing a variety of actions to address the sudden reduction in sales and service volume.
As previously announced on March 3, 2020, the Company is proceeding with redeeming the entirety of its 5.250% Senior Notes due 2023.
A copy of the press release regarding the actions implemented and the redemption is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
Exhibit Index
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 thereunto duly authorized.
| | Group 1 Automotive, Inc. |
| | | |
Date: March 26, 2020 | | By: | /s/ Darryl M. Burman |
| | | Name: Darryl M. Burman |
| | | Title: Sr. Vice President |
