Group 1 Automotive adopts amended bylaws with universal proxy rule and exclusive forum

GROUP 1 AUTOMOTIVE INC

Board approved Fourth Amended and Restated Bylaws effective Feb 15, 2023.
Adds compliance with SEC universal proxy rules (Rule 14a-19) for director nominations.
Allows removal of directors with or without cause by majority stockholder vote.
Designates exclusive federal forum for Securities Act claims against the company.
Updates meeting adjournment, postponement, and recess mechanics plus ministerial changes.

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

GROUP 1 AUTOMOTIVE INC: Adoption of Fourth Amended and Restated Bylaws addressing universal proxy rules, meeting adjournment mechanics, director removal, and exclusive forum provision (effective 2023-02-15).

Change: bylaw amendment
Effective: 2023-02-15

Exact text from the filing

On February 15, 2023, the Board of Directors (the “Board”) of Group 1 Automotive, Inc. (the “Company”) approved and adopted amended and restated bylaws (the “Fourth Amended and Restated Bylaws”), which became effective the same day. Among other things, the amendments effected by the Fourth Amended and Restated Bylaws: (1) addresses the universal proxy rules

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Source: SEC EDGAR

accession 0001031203-23-000030

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