{"schema_version":"secwatch.filing_event.v1","accession":"0001031203-26-000109","form_type":"8-K","ticker":"GPI","cik":"0001031203","company_name":"GROUP 1 AUTOMOTIVE INC","filed_at":"2026-05-15T16:51:00+00:00","discovered_at":"2026-05-15T16:52:00.426823+00:00","generated_at":"2026-05-15T16:53:16.422591+00:00","sec_items":["5.03","5.07","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.45,"calibrated_materiality_score":0.45,"confidence":"high","headline":"Group 1 Automotive shareholders approve special meeting right; board declares $0.55 dividend","bullets":["Stockholders approved amendment to certificate of incorporation allowing holders of 25% of outstanding shares to call special meetings (previously only board/majority directors).","Quarterly dividend of $0.55 per share declared, payable June 15, 2026 to holders of record June 1, 2026, consistent with previously announced 10% annualized increase to $2.20.","All nine board nominees elected; Deloitte & Touche LLP ratified as auditor for fiscal 2026; advisory say-on-pay approved (93% of votes cast in favor).","A competing shareholder proposal to allow special meetings was not approved, receiving only 25% of votes cast."],"urls":{"canonical":"https://secwatch.observer/filing/0001031203-26-000109","json":"https://secwatch.observer/filing/0001031203-26-000109.json","markdown":"https://secwatch.observer/filing/0001031203-26-000109.md","text":"https://secwatch.observer/filing/0001031203-26-000109.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1031203/000103120326000109/0001031203-26-000109-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1031203/000103120326000109/gpi-20260512.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-15T16:53:16.422591+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"c352a7235ba260cb747eebf2a4fc012edc0d869e","claim":"GROUP 1 AUTOMOTIVE INC: Stockholders approved an amendment to the Certificate of Incorporation to allow shareholders holding at least 25% of outstanding common stock to call a special meeting, replacing the prior requirement that only a majority of directors or the Board could call such meetings (effective 2026-05-13).","evidence_excerpt":"The Fifth A&R Certificate amends Article FIFTH of the Company’s Certificate of Incorporation to permit stockholders holding at least 25% of the then outstanding shares of the Company’s common stock to call a special meeting of stockholders, subject to the information, procedural and other requirements set forth in the Company’s bylaws.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1031203/000103120326000109/0001031203-26-000109-index.htm","confidence":0.95,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2026-05-13"}],"fact_type":"governance_change"},{"claim_id":"c95938eac4e41abfe8582c4b81401a8d750ed01e","claim":"GROUP 1 AUTOMOTIVE INC: Bylaws amended to adopt the Sixth Amended and Restated Bylaws, setting forth procedures for stockholder-called special meetings and incorporating ministerial, clarifying, and conforming changes (effective 2026-05-13).","evidence_excerpt":"In connection with the adoption of the Fifth A&R Certificate, the Board of Directors approved corresponding amendments to the Company’s bylaws, and the Company adopted the Sixth Amended and Restated Bylaws (as amended, the “Sixth A&R Bylaws”) to set forth the procedures applicable to stockholder–called special meetings.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1031203/000103120326000109/0001031203-26-000109-index.htm","confidence":0.95,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2026-05-13"}],"fact_type":"governance_change"},{"claim_id":"1910548e9a933b1be03d29bf8ee3827a9e7f127e","claim":"GROUP 1 AUTOMOTIVE INC shareholders approved Amendment to Certificate of Incorporation to enable adoption of shareholder right to call special meeting at the 2026-05-12 meeting.","evidence_excerpt":"Proposal 4: The proposal to approve an amendment to the Company’s Certificate of Incorporation to enable the adoption of a shareholder right to call a special meeting of shareholders was approved based upon the following votes: For Against Abstain Broker Non-Votes 9,364,373 82,757 494,107 945,696","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1031203/000103120326000109/0001031203-26-000109-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-05-12"}],"fact_type":"shareholder_vote"},{"claim_id":"1fc31f3c02d5fa78cf9bce9fb6c5d04c9932a298","claim":"GROUP 1 AUTOMOTIVE INC shareholders rejected Shareholder proposal to give shareholders ability to call for special shareholder meeting at the 2026-05-12 meeting.","evidence_excerpt":"Proposal 5: The shareholder proposal to give shareholders an ability to call for a special shareholder meeting was not approved based on the following votes: For Against Abstain Broker Non-Votes 2,515,546 7,417,450 8,241 945,696","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1031203/000103120326000109/0001031203-26-000109-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2026-05-12"}],"fact_type":"shareholder_vote"},{"claim_id":"2c3feb290bb9a4ba6afeb68d082067fc91e38c51","claim":"GROUP 1 AUTOMOTIVE INC shareholders approved Ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending December 31, 2026 at the 2026-05-12 meeting.","evidence_excerpt":"Proposal 3: The ratification of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, was approved, based upon the following votes: For Against Abstain 10,867,554 14,247 5,132","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1031203/000103120326000109/0001031203-26-000109-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-05-12"}],"fact_type":"shareholder_vote"},{"claim_id":"409603e97f8305b3a0d83e44de60c51d75e666b9","claim":"GROUP 1 AUTOMOTIVE INC shareholders approved Election of nine director nominees at the 2026-05-12 meeting.","evidence_excerpt":"Proposal 1: The nine director nominees named in the Proxy Statement were elected as directors to serve until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified, based upon the following votes: Nominee For Against Abstain Broker Non-Votes Carin M. Barth 9,887,545 48,800 4,892 945,696 Daryl A. Kenningham 9,907,872 30,855 2,510 945,696 Steven C. Mizell 9,887,734 48,899 4,604 945,696 Lincoln Pereira Filho 9,903,278 35,018 2,941 945,696 Stephen D. Quinn 9,781,092 157,391 2,754 945,696 Steven P. Stanbrook 9,891,481 46,918 2,838 945,696 Charles L. Szews 9,832,214 106,166 2,857 945,696 Anne Taylor 9,813,830 124,087 3,320 945,696 MaryAnn Wright 9,807,713 130,727 2,797 945,696","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1031203/000103120326000109/0001031203-26-000109-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-05-12"}],"fact_type":"shareholder_vote"},{"claim_id":"8362615720d448c87db6c4cd1e6190282ad0f781","claim":"GROUP 1 AUTOMOTIVE INC shareholders approved Advisory vote to approve compensation of Named Executive Officers at the 2026-05-12 meeting.","evidence_excerpt":"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 9,687,409 250,659 3,169 945,696","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1031203/000103120326000109/0001031203-26-000109-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-05-12"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}