Group 1 Automotive names DeLongchamps U.S. president
The $0.55 quarterly dividend is payable December 15, 2026, to stockholders of record as of December 1, 2026.
Sentiment and the balance of points
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Form Type
8-K
Rhea-AI Filing Summary
Group 1 Automotive (GPI) appointed Peter C. DeLongchamps, its Senior Vice President, Manufacturer Relations, Financial Services and Corporate Development, as President – U.S. Operations, effective November 10, 2026. He will report to the President and Chief Executive Officer and oversee U.S. dealership operations. His annual base salary will increase to $750,000, with a target annual incentive opportunity of 90% of base salary.
The board adopted amended bylaws effective November 10, 2026. Stockholders requesting a special meeting must hold “Net Long Beneficial Ownership” equal to at least 25% of outstanding common stock through the meeting date; borrowed shares are excluded, while loaned shares recallable on five business days’ notice or less are included. The bylaws also revise advance-notice disclosures. The board declared a quarterly cash dividend of $0.55 per share, payable December 15, 2026, to stockholders of record as of the close of business on December 1, 2026. The dividend is consistent with the previously announced 10% increase in the annualized rate, from $2.00 per share in 2025 to $2.20 in 2026.
Positive
- Minor pointAnnualized dividend rate rose 10% to $2.20 per share in 2026.
Negative
- None.
Filing Explained
The amendments now define which coordinated holders count and require disclosure of agreements related to nominations or company securities.
Effective immediately, the amended bylaws set contested-election status as of the tenth day before the company first mails its meeting notice and require the board to act on a tendered director resignation within 90 days after election results are certified.
For advance notices, the amendments limit persons treated as acting in concert to those known after reasonable inquiry, subject to stated exclusions, and require disclosure of agreements, arrangements, and understandings about director nominations or voting or holding company securities instead of summaries of discussions with other stockholders.
8-K Event Classification
4 items: 5.02, 5.03, 8.01, 9.01
4 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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 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, or exhibit attachments filed with this report.
Key Figures
Quarterly cash dividend: $0.55 per share
Annualized dividend rate, 2025: $2.00 per share
Annualized dividend rate, 2026: $2.20 per share
+5 more
8 metrics
Quarterly cash dividend
$0.55 per share
Declared November 10, 2026; payable December 15, 2026.
Annualized dividend rate, 2025
$2.00 per share
Rate for 2025 stated in the dividend announcement.
Annualized dividend rate, 2026
$2.20 per share
Rate for 2026 stated in the dividend announcement.
Annualized dividend rate increase
10%
Previously announced increase from $2.00 per share in 2025 to $2.20 per share in 2026.
Annual base salary
$750,000
Peter C. DeLongchamps’s salary in connection with his promotion.
Target annual incentive opportunity
90% of base salary
Peter C. DeLongchamps’s target opportunity after his promotion.
Special meeting ownership threshold
At least 25% of outstanding common stock
Net Long Beneficial Ownership must be held through the meeting date.
Director resignation action period
Within 90 days
After certification of the election results.
Key Terms
Net Long Beneficial Ownership, acting in concert, advance notice provisions, target annual incentive opportunity
4 terms
Net Long Beneficial Ownership regulatory
"hold “Net Long Beneficial Ownership” of at least 25%"
acting in concert regulatory
"define “acting in concert” (with customary exclusions)"
When investors or shareholders are "acting in concert," they are coordinating their decisions—like votes, buying or selling shares, or public statements—to achieve a common goal, such as gaining control or influencing company policy. This matters to investors because coordinated groups can change who runs a company or sway key votes, and regulators often treat them as a single party for disclosure, takeover rules, and voting thresholds; think of several teammates pooling their efforts to tip the outcome of a close game.
advance notice provisions regulatory
"revise the advance notice provisions"
Advance notice provisions are rules in a company’s bylaws that require shareholders or potential board candidates to give written notice — by a set deadline — before proposing agenda items or nominating directors for a shareholder meeting. Like an RSVP and agenda deadline for a meeting, they help the company plan and prevent last-minute surprises; for investors, they shape the timing and feasibility of shareholder campaigns and influence how quickly governance changes can occur.
target annual incentive opportunity financial
"target annual incentive opportunity will be 90% of base salary"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What quarterly dividend did GPI declare?
Group 1 Automotive declared a quarterly cash dividend of $0.55 per share. It is payable on December 15, 2026 to stockholders of record as of the close of business on December 1, 2026. The company said it is consistent with the previously announced increase in the annualized dividend rate to $2.20 per share for 2026.
What ownership must GPI stockholders have to request a special meeting?
Stockholders must hold “Net Long Beneficial Ownership” of at least 25% of outstanding common stock through the meeting date. Borrowed shares are excluded, while loaned shares recallable on five business days’ notice or less are included.
How long does GPI’s board have to act on a tendered director resignation?
The amended bylaws require the board to act on a tendered director resignation within 90 days after certification of the election results.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): November 10, 2026
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (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:
| 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 | Trading 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 10, 2026, the Board of Directors (the “Board”) of Group 1 Automotive, Inc. (the “Company”), upon the recommendation of the Company’s President and Chief Executive Officer, appointed Peter C. DeLongchamps, currently the Company’s Senior Vice President, Manufacturer Relations, Financial Services and Corporate Development, as President – U.S. Operations of the Company, effective November 10, 2026. In this role, Mr. DeLongchamps will report to the President and Chief Executive Officer and will have general supervision and control of the Company’s United States dealership operations.
Mr. DeLongchamps, age 65, has served as the Company’s Senior Vice President, Manufacturer Relations, Financial Services and Corporate Development since February 2026. He previously served as the Company’s Senior Vice President, Manufacturer Relations, Financial Services and Public Affairs from December 2017 through January 2026; Vice President, Manufacturer Relations, Financial Services and Public Affairs from January 2012 through December 2017; Vice President, Manufacturer Relations and Public Affairs from January 2006 through December 2011; and Vice President, Manufacturer Relations from July 2004 through December 2005. Immediately prior to joining the Company in 2004, he was President of Advantage BMW, a Houston-based automotive retailer. Mr. DeLongchamps began his automotive retailing career in 1980, having served as District Manager for General Motors Corporation and Regional Operations Manager for BMW of North America, as well as in various other management positions in the automotive industry.
In connection with his promotion, Mr. DeLongchamps’ annual base salary will be increased to $750,000 and his target annual incentive opportunity will be 90% of base salary.
There are no arrangements or understandings between Mr. DeLongchamps and any other person pursuant to which he was appointed as an officer. There are no family relationships between Mr. DeLongchamps and any director or executive officer of the Company, and Mr. DeLongchamps has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 10, 2026, the Board adopted the Seventh Amended and Restated Bylaws of the Company (the “Amended Bylaws”), effective immediately. Among other things, the Amended Bylaws:
• provide that stockholders may request a special meeting only if they hold “Net Long Beneficial Ownership” of at least 25% of the outstanding common stock through the meeting date, excluding borrowed shares and including loaned shares recallable on five business days’ notice or less;
• revise the advance notice provisions to define “acting in concert” (with customary exclusions), limit the persons acting in concert treated as “Proposing Persons” to those known after reasonable inquiry, and require disclosure of agreements, arrangements and understandings relating to director nominations or the voting or holding of Company securities, rather than a summary of discussions with other stockholders;
• provide that whether a director election is contested will be determined as of the tenth day before the Company first mails its notice of meeting, and require the Board to act on a tendered director resignation within 90 days after certification of the election results; and
• make certain other procedural, technical, conforming and clarifying changes.
The foregoing description of the Amended Bylaws is qualified in its entirety by reference to the full text of the Amended Bylaws, which are attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01 Other Events.
On November 10, 2026, the Company announced that its Board declared a quarterly cash dividend of $0.55 per share of the Company’s common stock, payable on December 15, 2026 to stockholders of record as of the close of business on December 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 | Seventh Amended and Restated Bylaws of Group 1 Automotive, Inc., effective November 10, 2026. | |||||||||||||
99.1 | Press release of Group 1 Automotive, Inc., dated as of November 10, 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: | November 10, 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, November 10, 2026 — Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), a Fortune 250 automotive retailer with 255 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 December 15, 2026 to stockholders of record as of December 1, 2026.
ABOUT GROUP 1 AUTOMOTIVE, INC.
Group 1 owns and operates 255 automotive dealerships, 318 franchises, and 33 collision centers in the United States and the United Kingdom that offer 38 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 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.
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Investor contacts:
David Helderman
Senior Manager, Investor Relations
Group 1 Automotive, Inc.
ir@group1auto.com
Media contacts:
Pete DeLongchamps
Senior Vice President, Manufacturer Relations, Financial Services and Corporate Development
Group 1 Automotive, Inc.
pdelongchamps@group1auto.com
Kimberly Barta
Head of Advertising, Brand and Communications
Group 1 Automotive, Inc.
kbarta@group1auto.com
or
Jude Gorman / Clayton Erwin
Collected Strategies
Group1-CS@collectedstrategies.com
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