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, with parts and service gross profit up 15.9%.

• Adjusted diluted EPS rose 3.8% to $40.71, while reported diluted EPS fell 31.6% due to higher operating expenses and impairment charges.

• Repurchased $554.8 million in shares (10.1% of shares outstanding), issued $2.00/share in dividends, and acquired $640 million in annual revenues.

• Optimized dealership portfolio by acquiring eight dealerships and divesting 13 lower-performing stores.

• Focused on local market density, AI-enabled service scheduling, and operational excellence to drive growth and efficiency.

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 10% ownership threshold for calling special meetings (Board recommends AGAINST, citing risk of minority influence).

Board of directors and corporate governance

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

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

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

• Strong governance practices: annual director elections, majority voting, independent chair, and robust stock ownership requirements.