8-K
filed May 18, 2023, 7:59 PM ET
ticker GPI
CIK 0001031203
other material
confidence high
sentiment neutral
materiality 0.35
Group 1 Automotive elects Charles Szews as chairman, declares $0.45 quarterly dividend
GROUP 1 AUTOMOTIVE INC
- Charles Szews elected non-executive chairman, succeeding Stephen Quinn who served six years.
- Board approved a cash dividend of $0.45 per share payable June 15, 2023 to holders of record June 1.
- Stockholders approved charter amendments eliminating officer liability and allowing director removal with or without cause.
- All nine director nominees elected; ratification of Deloitte & Touche as auditor approved.
- Chairman rotation is part of board governance policy; Quinn remains on board.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
GROUP 1 AUTOMOTIVE INC: Stockholders approved an amendment and restatement of the Amended and Restated Certificate of Incorporation to eliminate officer liability for monetary damages for breach of fiduciary duty and to allow removal of directors with or without cause by majority vote (effective 2023-05-18).
- Change
- charter amendment
- Effective
- 2023-05-18
Exact text from the filing
The Second Amended and Restated Certificate of Incorporation was filed with the office of the Secretary of State of Delaware on May 18, 2023 and became effective upon filing.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
GROUP 1 AUTOMOTIVE INC shareholders approved Amendment to Certificate of Incorporation to eliminate personal liability of officers for monetary damages for breach of fiduciary duty at the 2023-05-17 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-05-17
Exact text from the filing
Proposal 5 The proposal to approve an amendment to the Amended and Restated Certificate of Incorporation to eliminate personal liability of officers of the Company for monetary damages for breach of fiduciary duty as an officer of the Company, except to the extent such elimination is not permitted by Delaware General Corporation Law was approved based on the following votes: For Against Abstain Broker Non-Votes 10,834,908 1,354,550 71,253 1,027,382
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
GROUP 1 AUTOMOTIVE INC shareholders approved Amendment to Certificate of Incorporation to allow stockholders to remove directors with or without cause by majority vote at the 2023-05-17 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-05-17
Exact text from the filing
Proposal 6 The proposal to approve an amendment to the Amended and Restated Certificate of Incorporation to allow stockholders to remove directors of the Company with or without cause by majority vote of the stockholders was approved based on the following votes: For Against Abstain Broker Non-Votes 12,247,497 9,004 4,210 1,027,382
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
GROUP 1 AUTOMOTIVE INC shareholders approved Election of nine director nominees at the 2023-05-17 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-05-17
Exact text from the filing
The Annual Meeting was held on May 17, 2023. At the Annual Meeting, the stockholders voted on the following six 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 2024 Annual Meeting of Stockholders or until their successors are duly elected and qualified, based upon the following votes:
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
GROUP 1 AUTOMOTIVE INC shareholders approved Ratification of Deloitte & Touche LLP as independent registered public accounting firm at the 2023-05-17 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-05-17
Exact text from the filing
Proposal 4 The ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 was approved, based upon the following votes: For Against Abstain 13,250,994 31,882 5,217
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
GROUP 1 AUTOMOTIVE INC shareholders approved Advisory vote on frequency of say-on-pay votes at the 2023-05-17 meeting.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2023-05-17
Exact text from the filing
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: 1 Year 2 Years 3 Years Abstain 11,121,921 4,606 1,128,265 5,919
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
GROUP 1 AUTOMOTIVE INC shareholders approved Advisory vote on compensation of Named Executive Officers at the 2023-05-17 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-05-17
Exact text from the filing
Proposal 2 The compensation of the Company’s Named Executive Officers was approved, on a non-binding advisory basis, based upon the following votes: For Against Abstain Broker Non-Votes 11,971,332 271,761 17,618 1,027,382
View on SEC.gov
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