8-K

 

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 18, 2010

Group 1 Automotive, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-13461	76-0506313
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
800 Gessner, Suite 500, Houston, Texas		77024
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 713-647-5700

Not Applicable
______________________________________________
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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) As described below in Item 5.07, on May 18, 2010, at the 2010 Annual Meeting of Stockholders (the “Annual Meeting”) of Group 1 Automotive, Inc. (the “Company”), the Company’s stockholders approved the amendment and restatement of the Group 1 Automotive, Inc. 2007 Long Term Incentive Plan (the “Plan”), which previously had been approved by the Company’s Board of Directors subject to stockholder approval.

The Plan is a stock-based compensation plan that provides for grants of incentive stock options, stock options that do not constitute incentive stock options (non-statutory stock options), restricted stock awards, performance awards, phantom stock awards and bonus stock awards (collectively, “Awards”). The Plan is designed to align our executives’ and key employees’ long-term interests with those of our stockholders by allowing these individuals the potential to develop and maintain a significant equity ownership position in the Company. The Company believes that the Plan provides these individuals with an increased incentive to contribute to its future success and prosperity, thus enhancing the value of the Company for the benefit of its stockholders. Additionally, the Plan is designed to enhance the Company’s ability to attract and retain individuals who are essential to its progress, growth and profitability. The Company believes that its ability to attract and retain key personnel is vitally important for the future success of the Company.

The Board has delegated administration of the Plan to the Compensation Committee (the “Committee”), which consists solely of “non-employee directors” within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended. The Committee has full authority to select the individuals who will receive Awards, to determine the form and amount of each of the Awards to be granted, and to establish the terms and conditions of Awards.

The number of shares of the Company’s common stock that may be issued under the Plan is 7,500,000. The maximum aggregate number of shares of common stock that may be granted as restricted stock awards, phantom stock awards and bonus stock awards is 3,500,000.

Awards may be granted under the Plan only during a 10-year period beginning on March 8, 2007 and ending on March 8, 2017. The Board may from time to time, amend, suspend, or terminate the Plan, subject, in certain circumstances, to stockholder approval.

A more detailed description of the Plan appears on pages 20 to 29 of the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”), which was filed with the Securities and Exchange Commission on April 8, 2010. The description of the Plan set forth above is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held the Annual Meeting on May 18, 2010 in Houston, Texas. At the Annual Meeting, stockholders were requested to (1) elect three Class II directors to serve until the 2013 annual meeting; (2) approve the amendment and restatement of the Group 1 Automotive, Inc. 2007 Long Term Incentive Plan; and (3) ratify the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the fiscal year 2010, all of which were described in the Company’s Notice of Annual Meeting and Proxy Statement dated April 8, 2010. The following actions were taken by the Company’s stockholders with respect to each of the proposals:

1. Elect three directors to serve until the 2013 annual meeting. All nominees were re-elected as directors by the votes indicated:

					Broker
Nominee	Voted For		Votes Withheld		Non-Votes
John L. Adams		19,886,733		320,439		1,904,354
J. Terry Strange		20,016,410		190,762		1,904,354
Max P. Watson, Jr.		20,010,697		196,475		1,904,354

2. Approve the amendment and restatement of the Group 1 Automotive, Inc. 2007 Long Term Incentive Plan. Proposal 2 was approved by the votes indicated:

					Broker
Voted For	Voted Against		Abstentions		Non-Votes
12,778,190		7,166,189		262,793		1,904,354

3. Ratify Ernst & Young, LLP as independent registered public accounting firm for the fiscal year ending December 31, 2010. Proposal 3 was approved by the votes indicated:

Voted For	Voted Against		Abstentions
21,983,383		125,565		2,578

Item 7.01 Regulation FD Disclosure.

On May 18, 2010, the Company issued a press release announcing that at the Annual Meeting, the Company’s stockholders re-elected three directors to serve another three-year term, ratified the amendment and restatement of the Group 1 Automotive, Inc. 2007 Long Term Incentive Plan and ratified the appointment of Ernst & Young, LLP as independent registered public accounting firm for the fiscal year ending December 31, 2010. 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.

Exhibit No.		Description
	10.1	The Group 1 Automotive, Inc. 2007 Long Term Incentive Plan (As Amended and Restated Effective as of March 11, 2010) (Incorporated by reference to Exhibit A to the Company’s definitive proxy statement on Schedule 14A filed on April 8, 2010).
	99.1	Press release of Group 1 Automotive, Inc., dated as of May 18, 2010.

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 hereunto duly authorized.

	Group 1 Automotive, Inc.
May 19, 2010	By:	/s/ Darryl M. Burman
		Name: Darryl M. Burman
		Title: Vice President, General Counsel & Corporate Secretary

Exhibit Index

Exhibit No.	Description
10.1	The Group 1 Automotive, Inc. 2007 Long Term Incentive Plan (As Amended and Restated Effective as of March 11, 2010) (Incorporated by reference to Exhibit A to the Company’s definitive proxy statement on Schedule 14A filed on April 8, 2010).
99.1	Press release of Group 1 Automotive, Inc., dated as of May 18, 2010.

EX-10.1

Exhibit 10.1

Incorporated by reference to Exhibit A to the Company’s definitive proxy statement on Schedule 14A filed on April 8, 2010.

Exhibit 99.1

FOR IMMEDIATE RELEASE

GROUP 1 AUTOMOTIVE STOCKHOLDERS RE-ELECT DIRECTORS TO THREE-YEAR TERMS

HOUSTON, May 18, 2010 — Group 1 Automotive, Inc. (NYSE: GPI), a Fortune 500 automotive retailer, announced that stockholders re-elected directors John L. Adams, J. Terry Strange and Max P. Watson to additional three-year terms at today’s annual stockholders’ meeting.

Adams, 65, has served as Group 1’s non-executive chairman of the board since April 2005 and as a director since November 1999. Adams served as executive vice president of Trinity Industries, Inc. from January 1999 through June 2005 and as vice chairman from July 2005 through March 2007. Before joining Trinity Industries, Adams spent 25 years in various positions with Texas Commerce Bank N.A. and its successor, Chase Bank of Texas, National Association. From 1997 to 1998, he was chairman, president and chief executive officer of Chase Bank of Texas. Adams serves on the board of directors and is chairman of the finance and risk management committee of Trinity Industries, Inc. and the board and audit committee of Dr Pepper Snapple Group, Inc. Adams also serves on the board of directors of the Children’s Medical Center of Dallas, as a southwest region trustee for the Boys & Girls Clubs of America and on the University of Texas Chancellor’s Council and business school advisory board.

Strange, 66, has served as one of Group 1’s directors since October 2003. In 2002, Strange retired from KPMG, LLP, an independent accounting firm, where he served from 1996 to 2002 as vice chairman, managing partner of U.S. Audit Practice and head of KPMG’s internal risk management program. He also served as global managing partner of audit business and as a member of the international executive committee from 1998 to 2002. During his 34-year career at KPMG, his work included interaction with the Financial Accounting Standards Board and the Securities and Exchange Commission (SEC), testifying before both bodies on issues impacting the auditing profession and SEC registrants. Strange serves on the boards of directors and the audit committees of New Jersey Resources Corporation, Newfield Exploration Company and SLM Corporation (Sallie Mae). Strange also served on the board of directors of BearingPoint, Inc. until May 2009, when its North American operations were sold.

Watson, 64, has served as one of Group 1’s directors since May 2001. Watson served as president and chief executive officer of BMC Software, Inc. from April 1990 to January 2001. He served as chairman of the board of directors of BMC from January 1992 to April 2001. Watson serves on the board of trustees of Texas Children’s Hospital, where he also served as chairman of the board of trustees from January 2007 through December 2008.

“Terry, Max and I appreciate the support of Group 1’s stockholders, said John L. Adams, Group 1’s chairman of the board. “We look forward to continue working closely with the Group 1’s executive management team during the coming years.”

Other Board Actions
Group 1’s stockholders approved an amendment and restatement of the Group 1 Automotive, Inc. 2007 Long Term Incentive Plan to, among other things, increase the number of shares available for issuance under the plan from 6,500,000 to 7,500,000.

Additionally, stockholders ratified the appointment by the audit committee of Ernst & Young LLP as independent auditors of Group 1 for the year ended Dec. 31, 2010.

About Group 1 Automotive, Inc.
Group 1 owns and operates 102 automotive dealerships, 138 franchises, and 25 collision service centers in the United States and the United Kingdom that offer 32 brands of automobiles. Through its dealerships, the company sells new and used cars and light trucks; arranges related financing, vehicle service and insurance contracts; provides maintenance and repair services; and sells replacement parts.

Group 1 Automotive can be reached on the Internet at www.group1auto.com.

This press release contains “forward-looking statements,” which are statements related to future, not past, events and are based on our current expectations and assumptions regarding our business, the economy and other future conditions. In this context, the forward-looking statements often include statements regarding our goals, plans, projections and guidance regarding our financial position, results of operations, market position, pending and potential future acquisitions and business strategy, and often contain words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “may” or “will” and similar expressions. 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. These risks and uncertainties include, among other things, (a) general economic and business conditions, (b) the level of manufacturer incentives, (c) the future regulatory environment, (d) our ability to obtain an inventory of desirable new and used vehicles, (e) our relationship with our automobile manufacturers and the willingness of manufacturers to approve future acquisitions, (f) our cost of financing and the availability of credit for consumers, (g) our ability to complete acquisitions and dispositions and the risks associated therewith, (h) foreign exchange controls and currency fluctuations, and (i) our ability to retain key personnel. These factors, as well as additional factors that could affect our forward-looking statements, are described in our Form 10-K under the headings “Business—Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We urge you to carefully consider this information. We undertake no duty to update our forward-looking statements, including our earnings outlook, whether as a result of new information, future developments or otherwise, except as may be required by law.

Investor contacts:
Kim Paper Canning, Manager, Investor Relations | Group 1 Automotive Inc. | 713-647-5741 | kpaper@group1auto.com

Media contacts:
Pete DeLongchamps, Vice President, Manufacturer Relations and Public Affairs
Group 1 Automotive Inc. | 713-647-5770 | pdelongchamps@group1auto.com
or
Clint Woods, Pierpont Communications, Inc. | 713-627-2223 | cwoods@piercom.com