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 19, 2014 |
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) |
Registrants 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.
The Board of Directors of Group 1 Automotive, Inc., a Delaware corporation (the Company), previously approved, subject to stockholder approval, the Group 1 Automotive, Inc. 2014 Long Term Incentive Plan (the Plan). According to the results from the Companys 2014 Annual Meeting of Stockholders (the Annual Meeting) discussed below, the Companys stockholders approved the Plan. A detailed summary of the material terms of the Plan appears under the caption Proposal 3 Approval of Group 1 Automotive, Inc. 2014 Long Term Incentive Plan of the Companys Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 10, 2014. The foregoing description of the Plan is qualified in its entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on May 20, 2014. At the Annual Meeting, the stockholders voted on the following four proposals and cast their votes as set forth below.
Proposal 1
The two director nominees named in the Companys proxy statement were elected as Class III directors to serve until the 2017 Annual Meeting of Stockholders or until their successors are duly elected and qualified, based upon the following votes:
Nominee | For | Withheld | Broker Non-Votes | |||||||||
Lincoln Pereira |
20,136,727 | 479,922 | 2,013,413 | |||||||||
Stephen D. Quinn |
20,590,103 | 26,546 | 2,013,413 |
Proposal 2
The proposal to approve, on an advisory basis, the compensation of the Companys named executive officers was approved based upon the following votes:
For | Against | Abstain | Broker Non-Votes | |||||||||
19,175,257
|
1,440,453 | 939 | 2,013,413 |
Proposal 3
The proposal to approve the Group 1 Automotive, Inc. 2014 Long Term Incentive Plan was approved based upon the following votes:
For | Against | Abstain | Broker Non-Votes | |||||||||
18,957,985
|
1,656,837 | 1,827 | 2,013,413 |
Proposal 4
The proposal to ratify the selection of Ernst & Young, LLP as the Companys independent registered public accounting firm for 2014 was approved based upon the following votes:
For | Against | Abstain | ||||||
22,507,239
|
121,358 | 1,465 |
Item 8.01 Other Events.
Acquisition of South Point Kia
On May 19, 2014, the Company announced the acquisition of South Point Kia in Austin, Texas. The dealership will operate as Kia of South Austin. A copy of the press release is attached hereto as Exhibit 99.1.
Quarterly Dividend
Also on May 19, 2014, the Company announced that its board of directors approved a first quarter cash dividend of $0.17 per share payable on June 16, 2014, to stockholders of record on June 2, 2014. A copy of the press release is attached hereto as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. | Description | |||
10.1 | Group 1 Automotive, Inc. 2014 Long Term Incentive Plan (incorporated by reference to Appendix A to Group 1 Automotive, Inc.s definitive proxy statement on Schedule 14A filed April 10, 2014). |
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99.1 | Press release of Group 1 Automotive, Inc. dated as of May 19, 2014. |
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99.2 | Press release of Group 1 Automotive, Inc. dated as of May 19, 2014. |
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 22, 2014 | By: |
/s/ Darryl M. Burman
|
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|
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Name: Darryl M. Burman | ||||
Title: Vice President |
Exhibit Index
Exhibit No. | Description | |
|
|
|
99.1
|
Press Release of Group 1 Automotive, Inc. dated as of May 19, 2014. | |
99.2
|
Press Release of Group 1 Automotive, Inc. dated as of May 19, 2014 |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Group 1 Automotive Acquires Kia Dealership in Austin, Texas
HOUSTON, May 19, 2014 Group 1 Automotive, Inc. (NYSE: GPI), an international, Fortune 500 automotive retailer, today announced the acquisition of South Point Kia in Austin, Texas. The dealership, which will operate as Kia of South Austin, is expected to generate $55 million in estimated annual revenues.
We are delighted to further expand our footprint in the Austin market, which includes Maxwell Ford, Town North Nissan, and Round Rock Nissan, said Earl J. Hesterberg, Group 1s president and chief executive officer.
Thus far in 2014, Group 1 has acquired 6 franchises with estimated annual revenues of $295 million and disposed of one franchise with trailing-twelve-month revenues of $20 million.
About Group 1 Automotive, Inc.
Group 1 owns and operates 152 automotive dealerships, 193 franchises, and 37 collision
centers in the United States, the United Kingdom and Brazil that offer 34 brands of
automobiles. Through its dealerships, the Company sells new and used cars and light trucks;
arranges related vehicle financing; sells service and insurance contracts; provides automotive
maintenance and repair services; and sells vehicle parts.
Group 1 Automotive can be reached on the Internet at www.group1auto.com.
This press release contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, 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,
should, foresee, may or will and similar expressions. 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. 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. 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 SEC, 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.
Investor contacts:
Sheila Roth
Manager, Investor Relations
Group 1 Automotive, Inc.
713-647-5741 | sroth@group1auto.com
Media contacts:
Pete DeLongchamps
V.P. 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
Exhibit 99.2
FOR IMMEDIATE RELEASE
Group 1 Automotive Declares A Quarterly Cash Dividend
HOUSTON, May 19, 2014 Group 1 Automotive, Inc. (NYSE: GPI), an international, Fortune 500 automotive retailer, today announced that its board of directors declared a cash dividend of $0.17 per share for the first quarter of 2014. The dividend will be payable on June 16, 2014, to stockholders of record as of June 2, 2014.
About Group 1 Automotive, Inc.
Group 1 owns and operates 152 automotive dealerships, 193 franchises, and 37 collision
centers in the United States, the United Kingdom and Brazil that offer 34 brands of
automobiles. Through its dealerships, the Company sells new and used cars and light trucks;
arranges related vehicle financing; sells service and insurance contracts; provides automotive
maintenance and repair services; and sells vehicle parts.
Group 1 Automotive can be reached on the Internet at www.group1auto.com.
This press release contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, 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,
should, foresee, may or will and similar expressions. 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. 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. 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 SEC, 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.
Investor contacts:
Sheila Roth
Manager, Investor Relations
Group 1 Automotive, Inc.
713-647-5741 | sroth@group1auto.com
Media contacts:
Pete DeLongchamps
V.P. 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