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.

• Record gross profit of $3.2 billion and parts/service gross profit of $1.4 billion, up 7.3% and 12.6% respectively.

• Net income from continuing operations was $497 million, down 17.4% due to moderating new vehicle margins.

• Repurchased $161.6 million in shares (3.8% of shares outstanding) and issued $1.88/share in dividends.

• Acquired $3.9 billion in annual revenues and optimized the dealership portfolio with $229.7 million in proceeds from dispositions.

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 2025.

• Proposal to amend the Certificate of Incorporation to eliminate supermajority voting requirements, recommended by the Board.

• Shareholder proposal for simple majority voting, opposed by the Board as redundant.

Board of directors and corporate governance

• Board consists of nine nominees, with 7 of 9 considered independent.

• Directors bring expertise in finance, industry, technology, HR, M&A, and international business.

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

• Annual board and committee self-evaluations, with a focus on board composition, succession planning, and emerging risks.

• Independent Chair and separation of Chair/CEO roles.