Group 1 Automotive (GPI) Proxy filing summary

Executive summary

• Achieved record revenues of $22.6 billion in 2025, up 13.2% from 2024, driven by acquisitions; gross profit reached $3.6 billion, and parts/service gross profit $1.6 billion, both double-digit increases over prior year.

• Diluted EPS from continuing operations was $25.13, down 31.6% from 2024, but adjusted diluted EPS rose 3.8% to $40.71 due to share repurchases; net income from continuing operations was $323.7 million, down 34.9%, while adjusted net income was $524.5 million, a 1.2% decrease.

• Capital allocation included $640 million in acquired annual revenues, $2.00/share in dividends (up 6%), and $554.8 million in share repurchases (10.1% of shares outstanding at start of 2025).

• Strategic priorities advanced: local market focus, clustered dealership approach, AI-enabled service scheduling, technician hiring/retention, and portfolio optimization.

Voting matters and shareholder proposals

• Election of nine directors for one-year terms.

• Advisory vote to approve executive compensation (say-on-pay).

• Ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Proposal to amend the Certificate of Incorporation to allow shareholders with 25%+ ownership to call a special meeting (Board recommends FOR).

• Shareholder proposal to allow shareholders with 10%+ ownership to call a special meeting (Board recommends AGAINST, citing redundancy and risk of minority influence).

Board of directors and corporate governance

• Board comprises nine nominees, eight of whom are independent; diverse skills in leadership, finance, technology, HR, M&A, and international business.

• Board committees: Audit, Compensation & Human Resources (CHR), Governance & Corporate Responsibility (GCR), and Finance/Risk Management (FRM).

• Annual board and committee self-evaluations, regular review of strategy, succession planning, and risk oversight.

• Robust governance practices: annual director elections, majority voting, independent chair, no supermajority requirements, and strong stock ownership guidelines.