Group 1 Automotive (GPI) Proxy Filing summary

Executive summary

• Achieved record revenues of $19.9 billion in 2024, up 11.5% from 2023, driven by acquisitions and strong parts/service growth. Adjusted net income from continuing operations was $530.6 million, down 14.9% due to moderating new vehicle margins.

• Repurchased $161.6 million in shares (3.8% of shares outstanding), issued $1.88/share in dividends, and acquired $3.9 billion in annual revenues through M&A.

• Board and management focused on portfolio optimization, customer experience, technology adoption, and real estate ownership as strategic assets.

Voting matters and shareholder proposals

• Shareholders will vote on: election of nine directors, advisory approval of executive compensation, ratification of Deloitte & Touche LLP as auditor, amendment to eliminate supermajority requirements, and a shareholder proposal for simple majority voting.

• Board recommends FOR all management proposals and AGAINST the shareholder proposal, citing redundancy due to the management's own proposal to eliminate supermajority requirements.

Board of directors and corporate governance

• Board consists of nine nominees, with 7 of 9 considered independent; diverse expertise in finance, industry, technology, HR, 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, robust director nomination process, and regular review of board composition and leadership.

• Board leadership structure separates CEO and Chair roles, with an independent Chair.