Group 1 Automotive, Inc. (Form: 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, 2016

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))

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

The 2016 Annual Meeting of Group 1 Automotive, Inc. (the “Company”) was held on May 18, 2016. At the Annual Meeting, the stockholders voted on the following three proposals and cast their votes as set forth below.

Proposal 1

The eight director nominees named in the Company’s proxy statement were elected as 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
John L. Adams
     18,712,657       342,749  
Doyle L. Arnold
     19,044,741       10,665  
Earl J. Hesterberg
     19,043,689       11,717  
Lincoln Pereira
     19,031,839       23,567  
Stephen D. Quinn
     19,010,776       44,630  
J. Terry Strange
     19,041,850       13,556  
Max P. Watson, Jr.
     19,005,985       49,421  
MaryAnn Wright
     19,048,015       7,391  

Proposal 2

The approval, on a non-binding advisory basis, of the compensation of the Company’s Named Executive Officers was approved based upon the following votes:

                         
For   Against   Abstain   Broker Non-Votes
18,504,856
    544,591       5,959       1,936,044  

Proposal 3

The proposal to ratify the selection of Ernst & Young, LLP as the Company’s independent registered public accounting firm for 2016 was approved based upon the following votes:

                 
For   Against   Abstain
20,898,104
    91,963       1,383  

Item 8.01 Other Events.

On May 18, 2016, the Company announced that its Board of Directors approved a first quarter cash dividend of $0.23 per share payable on June 15, 2016, to stockholders of record on June 1, 2016. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

99.1 Press Release of Group 1 Automotive, Inc. dated as of May 18, 2016.

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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, 2016   By:   /s/ Darryl M. Burman
       
        Name: Darryl M. Burman
        Title: Vice President

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Exhibit Index


     
Exhibit No.   Description
 
99.1
  Press Release of Group 1 Automotive, Inc. dated as of May 18, 2016