Group 1 Automotive eliminates 80% supermajority vote requirement for director charter amendments

GROUP 1 AUTOMOTIVE INC

Shareholders approved Fourth Amended and Restated Certificate at May 13, 2025 annual meeting.
Board adopted Fifth Amended and Restated Bylaws eliminating 80% supermajority vote requirement for director provisions.
Amendment or repeal of Articles III Sections 1-4 (number/term/vacancies/removal) now requires only majority vote.
Bylaws also incorporate ministerial, clarifying, and conforming changes.

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: Eliminated the supermajority vote requirement (80%) to amend or repeal certain bylaw articles regarding director number, term, vacancies, and removal; changed to a majority vote (effective 2025-05-13).

Change: bylaw amendment
Effective: 2025-05-13

Exact text from the filing

The Fifth Amended and Restated Bylaws, among other things, eliminate the requirement that at least 80% of the voting power of the then-outstanding capital stock of the Company entitled to vote, voting together as a single class, is required to amend or repeal Sections 1, 3 or 4 of Article III of the Bylaws.

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Source: SEC EDGAR

accession 0001031203-25-000035

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