Group 1 Automotive (NYSE: GPI) expands shareholder rights, declares $0.55 dividend
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Group 1 Automotive, Inc. held its 2026 annual meeting and adopted governance and capital return actions. Stockholders approved an amendment to the Certificate of Incorporation and corresponding bylaws so that holders of at least 25% of outstanding common shares can call a special meeting, subject to procedural requirements.
All nine director nominees were elected, executive compensation was approved on a non-binding advisory basis, and Deloitte & Touche LLP was ratified as auditor for the fiscal year ending December 31, 2026. A separate management proposal enabling a shareholder right to call special meetings passed, while a similar shareholder proposal did not.
The board declared a quarterly cash dividend of $0.55 per share, payable on June 15, 2026 to stockholders of record on June 1, 2026. The dividend aligns with the previously announced 10% increase in the Company’s annualized dividend rate from $2.00 per share in 2025 to $2.20 per share in 2026.
Positive
- None.
Negative
- None.
8-K Event Classification
4 items: 5.03, 5.07, 8.01, 9.01
4 items
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Quarterly dividend: $0.55 per share
Annualized dividend rate 2026: $2.20 per share
Special meeting ownership threshold: 25% of outstanding common shares
+5 more
8 metrics
Quarterly dividend
$0.55 per share
Payable June 15, 2026 to holders of record on June 1, 2026
Annualized dividend rate 2026
$2.20 per share
Represents a 10% increase from $2.00 per share in 2025
Special meeting ownership threshold
25% of outstanding common shares
Stockholders can call a special meeting at or above this level
Say-on-pay support
9,687,409 votes for
Advisory approval of Named Executive Officer compensation
Auditor ratification votes
10,867,554 for; 14,247 against
Deloitte & Touche LLP ratified for fiscal year ending December 31, 2026
Dealership count
253 dealerships
Owned and operated in the United States and United Kingdom
Franchises and collision centers
313 franchises; 32 collision centers
Operating footprint across U.S. and U.K.
Automotive brands offered
36 brands
Through Group 1’s dealerships and omni-channel platform
Key Terms
Fifth Amended and Restated Certificate of Incorporation, Sixth Amended and Restated Bylaws, special meeting of stockholders, non-binding advisory basis, +2 more
6 terms
Fifth Amended and Restated Certificate of Incorporation regulatory
"the Company’s stockholders approved an amendment and restatement to the Company’s Fourth Amended and Restated Certificate of Incorporation (as amended, the “Fifth A&R Certificate”)."
Sixth Amended and Restated Bylaws regulatory
"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."
special meeting of stockholders regulatory
"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"
A special meeting of stockholders is an unscheduled gathering called to let shareholders vote on specific, often urgent company decisions—like mergers, major asset sales, changes to the board, or amendments to governing rules. Think of it as an emergency town hall where owners cast ballots in person or by mail/online; outcomes can materially change a company’s strategy, control or value, so investors pay close attention and may need to vote or adjust holdings accordingly.
non-binding advisory basis financial
"The compensation of the Company’s Named Executive Officers was approved, on a non-binding advisory basis, based upon the following votes"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
broker non-votes financial
"For | Against | Abstain | Broker Non-Votes 9,687,409 | 250,659 | 3,169 | 945,696"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
forward-looking statements regulatory
"All statements in this press release related to future, not past, events are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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): May 12, 2026
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (713 ) 647-5700
N/A
(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 | Ticker symbol(s) | Name of exchange on which registered | ||||||||||||
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As described in Item 5.07 below, on May 12, 2026 at the 2026 Annual Meeting of the Stockholders (the “Annual Meeting”) of Group 1 Automotive, Inc. (the “Company”), the Company’s stockholders approved an amendment and restatement to the Company’s Fourth Amended and Restated Certificate of Incorporation (as amended, the “Fifth A&R Certificate”). The Fifth A&R Certificate was filed with the office of the Secretary of State of Delaware on May 13, 2026 and became effective upon filing.
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. Prior to this amendment, only a majority of the directors or the Board of Directors by resolution could call a special meeting of stockholders.
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. The Fifth A&R Certificate and the Sixth A&R Bylaws also incorporate ministerial, clarifying and conforming changes.
The foregoing description of the Fifth A&R Certificate and the Sixth A&R Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of those documents, which are filed as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on May 12, 2026. At the Annual Meeting, the stockholders voted on the following five proposals and cast their votes as set forth below.
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 | ||||||||||
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 | ||||||||
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 | ||||||
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 | ||||||||
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 | ||||||||
Item 8.01 Other Events.
On May 12, 2026, the Company announced that its Board of Directors approved a cash dividend of $0.55 per share, payable on June 15, 2026, to stockholders of record as of June 1, 2026.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||||||||
3.1 | Fifth Amended and Restated Certificate of Incorporation of Group 1 Automotive, Inc. | |||||||||||||
3.2 | Sixth Amended and Restated Bylaws of Group 1 Automotive, Inc. | |||||||||||||
99.1 | Press release of Group 1 Automotive, Inc., dated as of May 12, 2026. | |||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||||||||
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: | May 15, 2026 | By: | /s/ Gillian A. Hobson | ||||||||||||||||||||
| Name: Gillian A. Hobson | |||||||||||||||||||||||
| Title: Senior Vice President | |||||||||||||||||||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
Group 1 Automotive Board Declares Quarterly Dividend
HOUSTON, TX, May 12, 2026 — Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), a Fortune 250 automotive retailer with 253 dealerships located in the U.S. and U.K., today announced its board of directors declared a quarterly dividend of $0.55 per share. The dividend is consistent with the Company’s previously announced increase of 10% in its annualized dividend rate from $2.00 per share in 2025 to $2.20 per share in 2026.
The dividend is payable on June 15, 2026 to stockholders of record as of June 1, 2026.
ABOUT GROUP 1 AUTOMOTIVE, INC.
Group 1 owns and operates 253 automotive dealerships, 313 franchises, and 32 collision centers in the United States and the United Kingdom that offer 36 brands of automobiles. Through its dealerships and omni-channel platform, the Company sells new and used cars and light trucks; arranges related vehicle financing; sells service and insurance contracts; provides automotive maintenance and repair services; and sells vehicle parts.
Group 1 discloses additional information about the Company, its business, and its results of operations at www.group1corp.com, www.group1auto.com, www.group1collision.com, www.acceleride.com, and www.facebook.com/group1auto.
FORWARD-LOOKING STATEMENTS
All statements in this press release related to future, not past, events are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, which are based on our current expectations and assumptions regarding our business, the economy and other future conditions. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. Any such forward-looking statements are not assurances of future performance and involve risks and uncertainties that may cause actual results to differ materially from those set forth in the statements. For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.
SOURCE: Group 1 Automotive, Inc.
1
Investor contacts:
Terry Bratton
Manager, Investor Relations
Group 1 Automotive, Inc.
ir@group1auto.com
Media contacts:
Pete DeLongchamps
Senior Vice President, Financial Services and Manufacturer Relations
Group 1 Automotive, Inc.
pdelongchamps@group1auto.com
Kimberly Barta
Head of Marketing and Communications
Group 1 Automotive, Inc.
kbarta@group1auto.com
or
Jude Gorman / Clayton Erwin
Collected Strategies
Group1-CS@collectedstrategies.com
2
FAQ
Which directors were elected at Group 1 Automotive’s 2026 annual meeting?
Nine nominees were elected to serve until the 2027 annual meeting or until successors are qualified. The directors are Carin M. Barth, Daryl A. Kenningham, Steven C. Mizell, Lincoln Pereira Filho, Stephen D. Quinn, Steven P. Stanbrook, Charles L. Szews, Anne Taylor, and MaryAnn Wright.
What dividend did Group 1 Automotive (GPI) declare and when will it be paid?
The board declared a quarterly cash dividend of $0.55 per share, payable June 15, 2026 to stockholders of record as of June 1, 2026. This payment is consistent with the company’s 10% annualized dividend rate increase to $2.20 per share in 2026.
How large is Group 1 Automotive’s retail footprint in the U.S. and U.K.?
Group 1 Automotive operates 253 automotive dealerships, 313 franchises, and 32 collision centers across the United States and the United Kingdom. These locations collectively offer 36 brands of automobiles and provide sales, financing, service, insurance contracts, repairs, and parts.