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): August 14, 2019

Group 1 Automotive, Inc.  

(Exact name of Registrant as Specified in Its Charter)

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 (see General Instructions A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

                          Emerging growth company. ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On August 14, 2019, the Board of Directors (the “Board”) of Group 1 Automotive, Inc., a Delaware corporation (the “Company”), appointed Steven P. Stanbrook to the Board. 

There are no understandings or arrangements between Mr. Stanbrook and any other person pursuant to which Mr. Stanbrook was selected to serve as a director of the Board. There are no relationships between Mr. Stanbrook and the Company or any of its subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation S-K.  Mr. Stanbrook will serve on the Company’s Audit and Finance/Risk Management Committees.

Mr. Stanbrook will receive compensation for his service as a member of the Board that is consistent with the compensatory arrangements the Company has in place with its other non-employee directors, as disclosed in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 11, 2019.  On August 14, 2019, he received a pro-rata award of 918 shares of restricted stock valued at $72,861.66 (pro-rated from $190,000), for the equity portion of his Board retainer. Restricted stock awarded to non-employee directors is fully vested immediately upon issuance.

A copy of the press release announcing Mr. Stanbrook’s appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On August 15, 2019, the Company, announced Mr. Stanbrook’s appointment to the Board.  

A copy of the press release announcing Mr. Stanbrook’s appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

As provided in General Instruction B.2. of Form 8-K, the information in the press release attached as Exhibit 99.1 and incorporated by reference in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

On August 15, 2019, the Company announced that its Board approved a cash dividend of $0.28 per share for the second quarter of 2019, payable on September 17, 2019 to stockholders of record on September 3, 2019.  

A copy of the press release announcing the cash dividend is attached hereto as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit Index

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 thereunto duly authorized.