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GROUP 1 AUTOMOTIVE INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and GROUP 1 AUTOMOTIVE INC.’s Form 8-K, filed May 16, 2024 (Item 5.07 on EDGAR). Page generated October 14, 2026.

  • 13Reported items
  • 371Asset managers
  • 5,143Fund votes
  • May 15, 2024Meeting date

Results at a glance

Meeting of May 15, 2024: 13 items on GROUP 1 AUTOMOTIVE INC.’s Form 8-K, filed May 16, 2024: 4 approved · 9 without a stated outcome.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore GROUP 1 AUTOMOTIVE INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by GROUP 1 AUTOMOTIVE INC.

These tallies are GROUP 1 AUTOMOTIVE INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 16, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

GROUP 1 AUTOMOTIVE INC. — official shareholder meeting results, meeting held May 15, 2024
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Carin M. Barth 11,372,220128,4486,813 --1,172,348 99%Not verified—
Elect Director: Daryl A. Kenningham 11,468,20435,2963,981 --1,172,348 99.6%Not verified—
Elect Director: Steven C. Mizell 10,938,432562,3576,692 --1,172,348 95%Not verified—
Elect Director: Lincoln Pereira Filho 11,466,54032,4598,482 --1,172,348 99.7%Not verified—
Elect Director: Stephen D. Quinn 11,139,948361,4136,120 --1,172,348 97%Not verified—
Elect Director: Steven P. Stanbrook 11,461,86339,1936,425 --1,172,348 99.6%Not verified—
Elect Director: Charles L. Szews 11,308,231193,1056,145 --1,172,348 98%Not verified—
Elect Director: Anne Taylor 11,314,248186,7926,441 --1,172,348 98%Not verified—
Elect Director: MaryAnn Wright 10,718,978782,1016,402 --1,172,348 93%Not verified—
2. Compensation of the Company's Named Executive Officers 11,231,124269,2747,083 --1,172,348 98%Approved—
3. Ratification of Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 12,660,51810,0719,240 ---- 99.9%Approved—
4. The 2024 ESPP 11,480,62017,8249,037 --1,172,348 99.8%Approved—
5. The 2024 Plan 11,161,588336,2079,686 --1,172,348 97%Approved—

This meeting is also recorded here as May 16, 2024; both records come from the same filing, so the date should be checked against it.

Source: GROUP 1 AUTOMOTIVE INC., Form 8-K, filed with the SEC on May 16, 2024 — read the filing on EDGAR.

How asset managers voted at the GROUP 1 AUTOMOTIVE INC. 2023-2024 meeting

Each item below shows how the 371 asset managers that disclosed a GROUP 1 AUTOMOTIVE INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of GROUP 1 AUTOMOTIVE INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Elect Director: Charles L. Szews

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 11,308,231AGAINST: 193,105
Details: description as filed, official tally, votes by 115 asset managers

Description as filed by funds: Election of Directors: Charles L. Szews

GROUP 1 AUTOMOTIVE INC.’s own tally for this item (“Elect Director: Charles L. Szews”): 11,308,231 for, 193,105 against, per its Form 8-K filed May 16, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 115 asset managers below reported 6,281,527 for, 34,552 against, 530 abstained, 10,246 not voted, 6 unknown.

FOR
FOR: 6,281,527AGAINST: 34,552ABSTAIN: 530NOT VOTED: 10,246UNKNOWN: 6
Largest asset managers voting on “Election of Directors: Charles L. Szews” at GROUP 1 AUTOMOTIVE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,453,8840 00For
BlackRock1,173,8830 00For
Dimensional945,0330 00For
Fidelity282,4390 00For
John Hancock254,4250 00For
Delaware/Macquarie237,9600 00For
State Street156,60152 00For
T. Rowe Price151,6710 00For
Charles Schwab146,9120 00For
Invesco115,1950 00For
JPMorgan114,5830 00For
Columbia Threadneedle102,6650 00For
HENNESSY FUNDS TRUST89,2000 00For
Jackson National67,1920 00For
TIAA56,7970 00For
Goldman Sachs50,5220 00For
Legg Mason43,2000 00For
Northern Trust41,6190 00For
AMERICAN BEACON FUNDS39,4990 00For
AMG FUNDS38,6310 00For
Equitable37,8350 00For
Thornburg33,8800 00For
ADVISORS' INNER CIRCLE FUND33,4000 00For
Bridge Builder Trust33,0650 00For
SEI30,9960 00For

Showing the 25 largest of 115 asset managers. See all 115 in the interactive database.

2. Elect Director: Daryl A. Kenningham

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

99.6% Majority: yes · of votes cast

FOR 99.6%
FOR: 11,468,204AGAINST: 35,296
Details: description as filed, official tally, votes by 115 asset managers

Description as filed by funds: Election of Directors: Daryl A. Kenningham

GROUP 1 AUTOMOTIVE INC.’s own tally for this item (“Elect Director: Daryl A. Kenningham”): 11,468,204 for, 35,296 against, per its Form 8-K filed May 16, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 115 asset managers below reported 6,316,051 for, 28 against, 530 abstained, 10,246 not voted, 6 unknown.

FOR
FOR: 6,316,051AGAINST: 28ABSTAIN: 530NOT VOTED: 10,246UNKNOWN: 6
Largest asset managers voting on “Election of Directors: Daryl A. Kenningham” at GROUP 1 AUTOMOTIVE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,453,8840 00For
BlackRock1,173,8830 00For
Dimensional945,0330 00For
Fidelity282,4390 00For
John Hancock254,4250 00For
Delaware/Macquarie237,9600 00For
State Street156,62528 00For
T. Rowe Price151,6710 00For
Charles Schwab146,9120 00For
Invesco115,1950 00For
JPMorgan114,5830 00For
Columbia Threadneedle102,6650 00For
HENNESSY FUNDS TRUST89,2000 00For
Jackson National67,1920 00For
TIAA56,7970 00For
Goldman Sachs50,5220 00For
Legg Mason43,2000 00For
Northern Trust41,6190 00For
AMERICAN BEACON FUNDS39,4990 00For
AMG FUNDS38,6310 00For
Equitable37,8350 00For
Thornburg33,8800 00For
ADVISORS' INNER CIRCLE FUND33,4000 00For
Bridge Builder Trust33,0650 00For
SEI30,9960 00For

Showing the 25 largest of 115 asset managers. See all 115 in the interactive database.

3. Elect Director: Lincoln Pereira Filho

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

99.7% Majority: yes · of votes cast

FOR 99.7%
FOR: 11,466,540AGAINST: 32,459
Details: description as filed, official tally, votes by 115 asset managers

Description as filed by funds: Election of Directors: Lincoln Pereira Filho

GROUP 1 AUTOMOTIVE INC.’s own tally for this item (“Elect Director: Lincoln Pereira Filho”): 11,466,540 for, 32,459 against, per its Form 8-K filed May 16, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 115 asset managers below reported 6,316,051 for, 28 against, 530 abstained, 10,246 not voted, 6 unknown.

FOR
FOR: 6,316,051AGAINST: 28ABSTAIN: 530NOT VOTED: 10,246UNKNOWN: 6
Largest asset managers voting on “Election of Directors: Lincoln Pereira Filho” at GROUP 1 AUTOMOTIVE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,453,8840 00For
BlackRock1,173,8830 00For
Dimensional945,0330 00For
Fidelity282,4390 00For
John Hancock254,4250 00For
Delaware/Macquarie237,9600 00For
State Street156,62528 00For
T. Rowe Price151,6710 00For
Charles Schwab146,9120 00For
Invesco115,1950 00For
JPMorgan114,5830 00For
Columbia Threadneedle102,6650 00For
HENNESSY FUNDS TRUST89,2000 00For
Jackson National67,1920 00For
TIAA56,7970 00For
Goldman Sachs50,5220 00For
Legg Mason43,2000 00For
Northern Trust41,6190 00For
AMERICAN BEACON FUNDS39,4990 00For
AMG FUNDS38,6310 00For
Equitable37,8350 00For
Thornburg33,8800 00For
ADVISORS' INNER CIRCLE FUND33,4000 00For
Bridge Builder Trust33,0650 00For
SEI30,9960 00For

Showing the 25 largest of 115 asset managers. See all 115 in the interactive database.

4. Elect Director: MaryAnn Wright

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%
FOR: 10,718,978AGAINST: 782,101
Details: description as filed, official tally, votes by 115 asset managers

Description as filed by funds: Election of Directors: MaryAnn Wright

GROUP 1 AUTOMOTIVE INC.’s own tally for this item (“Elect Director: MaryAnn Wright”): 10,718,978 for, 782,101 against, per its Form 8-K filed May 16, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 115 asset managers below reported 6,117,763 for, 198,316 against, 530 abstained, 10,246 not voted, 6 unknown.

FOR
FOR: 6,117,763AGAINST: 198,316ABSTAIN: 530NOT VOTED: 10,246UNKNOWN: 6
Largest asset managers voting on “Election of Directors: MaryAnn Wright” at GROUP 1 AUTOMOTIVE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,453,8840 00For
BlackRock1,173,8830 00For
Dimensional945,0330 00For
Fidelity268,93913,500 00For
John Hancock254,4250 00For
Delaware/Macquarie237,9600 00For
State Street156,58865 00For
T. Rowe Price151,6710 00For
Charles Schwab146,9120 00For
Invesco115,1950 00For
JPMorgan114,5830 00For
Columbia Threadneedle102,6650 00For
HENNESSY FUNDS TRUST89,2000 00For
Jackson National67,1920 00For
TIAA56,7970 00For
Goldman Sachs50,5220 00For
Legg Mason43,2000 00For
Northern Trust41,6190 00For
AMERICAN BEACON FUNDS39,4990 00For
AMG FUNDS38,6310 00For
Equitable37,8350 00For
Thornburg33,8800 00For
ADVISORS' INNER CIRCLE FUND033,400 00Against
Bridge Builder Trust5,56627,499 00Mixed
SEI030,996 00Against

Showing the 25 largest of 115 asset managers. See all 115 in the interactive database.

5. Elect Director: Stephen D. Quinn

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 11,139,948AGAINST: 361,413
Details: description as filed, official tally, votes by 115 asset managers

Description as filed by funds: Election of Directors: Stephen D. Quinn

GROUP 1 AUTOMOTIVE INC.’s own tally for this item (“Elect Director: Stephen D. Quinn”): 11,139,948 for, 361,413 against, per its Form 8-K filed May 16, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 115 asset managers below reported 6,255,692 for, 60,352 against, 530 abstained, 10,246 not voted, 41 unknown.

FOR
FOR: 6,255,692AGAINST: 60,352ABSTAIN: 530NOT VOTED: 10,246UNKNOWN: 41
Largest asset managers voting on “Election of Directors: Stephen D. Quinn” at GROUP 1 AUTOMOTIVE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,453,8840 00For
BlackRock1,173,8830 00For
Dimensional945,0330 00For
Fidelity282,4390 00For
John Hancock254,4250 00For
Delaware/Macquarie237,9600 00For
State Street156,58865 00For
T. Rowe Price151,6710 00For
Charles Schwab146,9120 00For
Invesco115,1950 00For
JPMorgan114,5830 00For
Columbia Threadneedle102,6650 00For
HENNESSY FUNDS TRUST89,2000 00For
Jackson National67,1920 00For
TIAA56,7970 00For
Goldman Sachs50,5220 00For
Legg Mason43,2000 00For
Northern Trust41,6190 00For
AMERICAN BEACON FUNDS39,4990 00For
AMG FUNDS38,6310 00For
Equitable37,8350 00For
Thornburg33,8800 00For
ADVISORS' INNER CIRCLE FUND33,4000 00For
Bridge Builder Trust31,5661,499 00For
SEI30,9960 00For

Showing the 25 largest of 115 asset managers. See all 115 in the interactive database.

6. Elect Director: Steven C. Mizell

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 10,938,432AGAINST: 562,357
Details: description as filed, official tally, votes by 115 asset managers

Description as filed by funds: Election of Directors: Steven C. Mizell

GROUP 1 AUTOMOTIVE INC.’s own tally for this item (“Elect Director: Steven C. Mizell”): 10,938,432 for, 562,357 against, per its Form 8-K filed May 16, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 115 asset managers below reported 6,139,763 for, 176,316 against, 530 abstained, 10,246 not voted, 6 unknown.

FOR
FOR: 6,139,763AGAINST: 176,316ABSTAIN: 530NOT VOTED: 10,246UNKNOWN: 6
Largest asset managers voting on “Election of Directors: Steven C. Mizell” at GROUP 1 AUTOMOTIVE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,453,8840 00For
BlackRock1,173,8830 00For
Dimensional945,0330 00For
Fidelity282,4390 00For
John Hancock254,4250 00For
Delaware/Macquarie237,9600 00For
State Street16,081140,572 00Mixed
T. Rowe Price151,6710 00For
Charles Schwab146,9120 00For
Invesco115,1950 00For
JPMorgan114,5830 00For
Columbia Threadneedle102,6650 00For
HENNESSY FUNDS TRUST89,2000 00For
Jackson National67,1920 00For
TIAA56,7970 00For
Goldman Sachs50,5220 00For
Legg Mason43,2000 00For
Northern Trust41,6190 00For
AMERICAN BEACON FUNDS39,4990 00For
AMG FUNDS38,6310 00For
Equitable37,8350 00For
Thornburg33,8800 00For
ADVISORS' INNER CIRCLE FUND33,4000 00For
Bridge Builder Trust33,0650 00For
SEI30,9960 00For

Showing the 25 largest of 115 asset managers. See all 115 in the interactive database.

7. Elect Director: Steven P. Stanbrook

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

99.6% Majority: yes · of votes cast

FOR 99.6%
FOR: 11,461,863AGAINST: 39,193
Details: description as filed, official tally, votes by 115 asset managers

Description as filed by funds: Election of Directors: Steven P. Stanbrook

GROUP 1 AUTOMOTIVE INC.’s own tally for this item (“Elect Director: Steven P. Stanbrook”): 11,461,863 for, 39,193 against, per its Form 8-K filed May 16, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 115 asset managers below reported 6,316,051 for, 28 against, 530 abstained, 10,246 not voted, 6 unknown.

FOR
FOR: 6,316,051AGAINST: 28ABSTAIN: 530NOT VOTED: 10,246UNKNOWN: 6
Largest asset managers voting on “Election of Directors: Steven P. Stanbrook” at GROUP 1 AUTOMOTIVE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,453,8840 00For
BlackRock1,173,8830 00For
Dimensional945,0330 00For
Fidelity282,4390 00For
John Hancock254,4250 00For
Delaware/Macquarie237,9600 00For
State Street156,62528 00For
T. Rowe Price151,6710 00For
Charles Schwab146,9120 00For
Invesco115,1950 00For
JPMorgan114,5830 00For
Columbia Threadneedle102,6650 00For
HENNESSY FUNDS TRUST89,2000 00For
Jackson National67,1920 00For
TIAA56,7970 00For
Goldman Sachs50,5220 00For
Legg Mason43,2000 00For
Northern Trust41,6190 00For
AMERICAN BEACON FUNDS39,4990 00For
AMG FUNDS38,6310 00For
Equitable37,8350 00For
Thornburg33,8800 00For
ADVISORS' INNER CIRCLE FUND33,4000 00For
Bridge Builder Trust33,0650 00For
SEI30,9960 00For

Showing the 25 largest of 115 asset managers. See all 115 in the interactive database.

8. Elect Director: Anne Taylor

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 11,314,248AGAINST: 186,792
Details: description as filed, official tally, votes by 114 asset managers

Description as filed by funds: Election of Directors: Anne Taylor

GROUP 1 AUTOMOTIVE INC.’s own tally for this item (“Elect Director: Anne Taylor”): 11,314,248 for, 186,792 against, per its Form 8-K filed May 16, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 114 asset managers below reported 6,307,201 for, 5,454 against, 530 abstained, 10,246 not voted, 6 unknown.

FOR
FOR: 6,307,201AGAINST: 5,454ABSTAIN: 530NOT VOTED: 10,246UNKNOWN: 6
Largest asset managers voting on “Election of Directors: Anne Taylor” at GROUP 1 AUTOMOTIVE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,453,8840 00For
BlackRock1,173,8830 00For
Dimensional945,0330 00For
Fidelity282,4390 00For
John Hancock254,4250 00For
Delaware/Macquarie237,9600 00For
State Street156,62528 00For
T. Rowe Price151,6710 00For
Charles Schwab146,9120 00For
Invesco115,1950 00For
JPMorgan114,5830 00For
Columbia Threadneedle102,6650 00For
HENNESSY FUNDS TRUST89,2000 00For
Jackson National67,1920 00For
TIAA56,7970 00For
Goldman Sachs50,5220 00For
Legg Mason43,2000 00For
Northern Trust41,6190 00For
AMERICAN BEACON FUNDS39,4990 00For
AMG FUNDS38,6310 00For
Equitable37,8350 00For
Thornburg33,8800 00For
ADVISORS' INNER CIRCLE FUND33,4000 00For
Bridge Builder Trust33,0650 00For
SEI30,9960 00For

Showing the 25 largest of 114 asset managers. See all 114 in the interactive database.

9. Elect Director: Carin M. Barth

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 11,372,220AGAINST: 128,448
Details: description as filed, official tally, votes by 114 asset managers

Description as filed by funds: Election of Directors: Carin M. Barth

GROUP 1 AUTOMOTIVE INC.’s own tally for this item (“Elect Director: Carin M. Barth”): 11,372,220 for, 128,448 against, per its Form 8-K filed May 16, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 114 asset managers below reported 6,288,903 for, 23,752 against, 530 abstained, 10,246 not voted, 6 unknown.

FOR
FOR: 6,288,903AGAINST: 23,752ABSTAIN: 530NOT VOTED: 10,246UNKNOWN: 6
Largest asset managers voting on “Election of Directors: Carin M. Barth” at GROUP 1 AUTOMOTIVE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,453,8840 00For
BlackRock1,173,8830 00For
Dimensional945,0330 00For
Fidelity282,4390 00For
John Hancock254,4250 00For
Delaware/Macquarie237,9600 00For
State Street156,60152 00For
T. Rowe Price151,6710 00For
Charles Schwab146,9120 00For
Invesco115,1950 00For
JPMorgan114,5830 00For
Columbia Threadneedle102,6650 00For
HENNESSY FUNDS TRUST89,2000 00For
Jackson National67,1920 00For
TIAA56,7970 00For
Goldman Sachs50,5220 00For
Legg Mason43,2000 00For
Northern Trust41,6190 00For
AMERICAN BEACON FUNDS39,4990 00For
AMG FUNDS38,6310 00For
Equitable37,8350 00For
Thornburg33,8800 00For
ADVISORS' INNER CIRCLE FUND33,4000 00For
Bridge Builder Trust33,0650 00For
SEI30,9960 00For

Showing the 25 largest of 114 asset managers. See all 114 in the interactive database.

10. 5. The 2024 Plan

Official resultCOMPENSATIONReported outcome: Approved

Combines 5 wordings of this item as funds reported it.

97% Approved · of votes cast

FOR 97%
FOR: 11,161,588AGAINST: 336,207
Details: description as filed, official tally, votes by 114 asset managers

Description as filed by funds: Approve 2024 Long-Term Incentive Plan.

GROUP 1 AUTOMOTIVE INC.’s own tally for this item (“5. The 2024 Plan”): 11,161,588 for, 336,207 against — passed, per its Form 8-K filed May 16, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 5: The 2024 Plan was approved, including the authorization of 700,000 shares to be used for awards and the extension of the term thereof to May 15, 2034, based on the following votes:”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 114 asset managers below reported 6,262,502 for, 41,859 against, 6 unknown.

FOR
FOR: 6,262,502AGAINST: 41,859UNKNOWN: 6
Largest asset managers voting on “Approve 2024 Long-Term Incentive Plan.” at GROUP 1 AUTOMOTIVE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,453,8840 00For
BlackRock1,173,8830 00For
Dimensional945,0330 00For
Fidelity282,4390 00For
John Hancock254,4250 00For
Delaware/Macquarie237,9600 00For
State Street156,64013 00For
T. Rowe Price151,6710 00For
Charles Schwab146,9120 00For
Invesco115,1950 00For
JPMorgan114,5830 00For
Columbia Threadneedle102,6650 00For
HENNESSY FUNDS TRUST89,2000 00For
Jackson National67,1920 00For
TIAA56,7970 00For
Goldman Sachs50,5220 00For
Legg Mason43,2000 00For
Northern Trust41,6190 00For
AMERICAN BEACON FUNDS39,4990 00For
AMG FUNDS38,6310 00For
Equitable37,8350 00For
Thornburg33,8800 00For
ADVISORS' INNER CIRCLE FUND33,4000 00For
Bridge Builder Trust31,5661,499 00For
SEI30,9960 00For

Showing the 25 largest of 114 asset managers. See all 114 in the interactive database.

11. Approve 2024 Employee Stock Purchase Plan.

No official matchCOMPENSATION

Combines 4 wordings of this item as funds reported it.

99.9% of fund votes cast · no official result

FOR
Details: votes by 113 asset managers

The 113 asset managers below reported 6,298,221 for, 530 against, 6 unknown. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 6,298,221AGAINST: 530UNKNOWN: 6
Largest asset managers voting on “Approve 2024 Employee Stock Purchase Plan.” at GROUP 1 AUTOMOTIVE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,453,8840 00For
BlackRock1,173,8830 00For
Dimensional945,0330 00For
Fidelity282,4390 00For
John Hancock254,4250 00For
Delaware/Macquarie237,9600 00For
State Street156,6530 00For
T. Rowe Price151,6710 00For
Charles Schwab146,9120 00For
Invesco115,1950 00For
JPMorgan114,5830 00For
Columbia Threadneedle102,6650 00For
HENNESSY FUNDS TRUST89,2000 00For
Jackson National67,1920 00For
TIAA56,7970 00For
Goldman Sachs50,5220 00For
Legg Mason43,2000 00For
Northern Trust41,6190 00For
AMERICAN BEACON FUNDS39,4990 00For
AMG FUNDS38,6310 00For
Equitable37,8350 00For
Thornburg33,8800 00For
ADVISORS' INNER CIRCLE FUND33,4000 00For
Bridge Builder Trust33,0650 00For
SEI30,9960 00For

Showing the 25 largest of 113 asset managers. See all 113 in the interactive database.

12. 2. Compensation of the Company's Named Executive Officers

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 8 wordings of this item as funds reported it.

98% Approved · of votes cast

FOR 98%
FOR: 11,231,124AGAINST: 269,274
Details: description as filed, official tally, votes by 369 asset managers

Description as filed by funds: Advisory Vote to Approve Executive Compensation.

GROUP 1 AUTOMOTIVE INC.’s own tally for this item (“2. Compensation of the Company's Named Executive Officers”): 11,231,124 for, 269,274 against — passed, per its Form 8-K filed May 16, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 2: The compensation of the Company's Named Executive Officers was approved, on a non-binding advisory basis, based upon the following votes:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 111 asset managers voting on “Advisory Vote to Approve Executive Compensation.” at GROUP 1 AUTOMOTIVE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,453,8840 00For
BlackRock1,173,8830 00For
Dimensional945,0330 00For
Fidelity282,4390 00For
John Hancock254,4250 00For
Delaware/Macquarie237,9600 00For
State Street156,64013 00For
T. Rowe Price151,6710 00For
Charles Schwab146,9120 00For
Invesco115,1950 00For
JPMorgan114,5830 00For
Columbia Threadneedle102,6650 00For
HENNESSY FUNDS TRUST89,2000 00For
Jackson National67,1920 00For
TIAA56,7970 00For
Goldman Sachs50,5220 00For
Legg Mason43,2000 00For
Northern Trust41,6190 00For
AMERICAN BEACON FUNDS39,4990 00For
AMG FUNDS38,6310 00For
Equitable37,8350 00For
Thornburg33,8800 00For
ADVISORS' INNER CIRCLE FUND33,4000 00For
Bridge Builder Trust31,5661,499 00For
SEI30,9960 00For

Fund voting reports, all 111 managers: 6,273,729 for, 43,936 against, 530 abstained, 10,246 not voted, 6 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 284 asset managers voting on “Advisory Vote to Approve Executive Compensation.” at GROUP 1 AUTOMOTIVE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Conifer Management, L.L.C.527,4240 00For
John Hancock510,7780 00For
State Street418,1644,463 00For
BlackRock344,95984 00For
Bridgewater278,2300 00For
GEODE CAPITAL MANAGEMENT, LLC276,3660 00For
MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST270,0520 00For
T. Rowe Price232,1380 00For
Park West Asset Management LLC226,0000 00For
LAKEWOOD CAPITAL MANAGEMENT, LP225,7260 00For
LSV ASSET MANAGEMENT157,3660 00For
Charles Schwab156,2410 00For
Northern Trust145,228685 00For
AMERIPRISE FINANCIAL INC132,7640 00For
GW&K Investment Management, LLC126,3580 00For
EMINENCE CAPITAL, LP122,3510 00For
Invesco121,6170 00For
JPMorgan111,5760 00For
Nuveen106,6370 00For
Woodson Capital Management, LP106,0140 00For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP101,105393 00For
MELLON INVESTMENTS Corp92,3540 00For
Dimensional90,2640 00For
Goldman Sachs79,8260 00For
Two Sigma76,8130 00For

Institutional-manager reports, all 284 managers: 6,500,672 for, 178,496 against, 1,587 abstained, 316 not voted, 232 unknown. Showing the 25 largest; see all in the interactive database.

13. 3. Ratification of Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for…

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 6 wordings of this item as funds reported it.

99.9% Approved · of votes cast

FOR 99.9%
FOR: 12,660,518AGAINST: 10,071
Details: description as filed, official tally, votes by 115 asset managers

Description as filed by funds: Ratification of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 2024.

GROUP 1 AUTOMOTIVE INC.’s own tally for this item (“3. Ratification of Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024”): 12,660,518 for, 10,071 against — passed, per its Form 8-K filed May 16, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 3: The ratification of Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024, was approved, based upon the following votes:”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 115 asset managers below reported 6,316,079 for, 530 abstained, 10,246 not voted, 6 unknown.

FOR
FOR: 6,316,079ABSTAIN: 530NOT VOTED: 10,246UNKNOWN: 6
Largest asset managers voting on “Ratification of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 2024.” at GROUP 1 AUTOMOTIVE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,453,8840 00For
BlackRock1,173,8830 00For
Dimensional945,0330 00For
Fidelity282,4390 00For
John Hancock254,4250 00For
Delaware/Macquarie237,9600 00For
State Street156,6530 00For
T. Rowe Price151,6710 00For
Charles Schwab146,9120 00For
Invesco115,1950 00For
JPMorgan114,5830 00For
Columbia Threadneedle102,6650 00For
HENNESSY FUNDS TRUST89,2000 00For
Jackson National67,1920 00For
TIAA56,7970 00For
Goldman Sachs50,5220 00For
Legg Mason43,2000 00For
Northern Trust41,6190 00For
AMERICAN BEACON FUNDS39,4990 00For
AMG FUNDS38,6310 00For
Equitable37,8350 00For
Thornburg33,8800 00For
ADVISORS' INNER CIRCLE FUND33,4000 00For
Bridge Builder Trust33,0650 00For
SEI30,9960 00For

Showing the 25 largest of 115 asset managers. See all 115 in the interactive database.

Largest GROUP 1 AUTOMOTIVE INC. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 13,533,294 shares outstanding at the time of that meeting.

Fund voting reports: top GROUP 1 AUTOMOTIVE INC. shareholders by shares voted on “Advisory Vote to Approve Executive Compensation.”, 2023-2024
#Asset manager % of shares outstanding
1Vanguard 10.74%
2BlackRock 8.67%
3Dimensional 6.98%
4Fidelity 2.09%
5John Hancock 1.88%
6Delaware/Macquarie 1.76%
7State Street 1.16%
8T. Rowe Price 1.12%
9Charles Schwab 1.09%
10Invesco 0.85%
Institutional-manager reports: top GROUP 1 AUTOMOTIVE INC. shareholders by shares voted on “Advisory Vote to Approve Executive Compensation.”, 2023-2024
#Asset manager % of shares outstanding
1Conifer Management, L.L.C. 3.90%
2John Hancock 3.77%
3State Street 3.12%
4BlackRock 2.55%
5Bridgewater 2.06%
6GEODE CAPITAL MANAGEMENT, LLC 2.04%
7MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST 2.00%
8T. Rowe Price 1.72%
9Park West Asset Management LLC 1.67%
10LAKEWOOD CAPITAL MANAGEMENT, LP 1.67%

Reported GROUP 1 AUTOMOTIVE INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

GROUP 1 AUTOMOTIVE INC. holdings and ownership disclosed for the 2023-2024 proxy season
Holder % outstanding Disclosure
BlackRock 14.94% 13F
Vanguard Group 10.49% 13F
Dimensional Fund Advisors 7.89% 13F
State Street 4.08% 13F
FMR (Fidelity) 3.59% 13F
Geode Capital 2.20% 13F
Morgan Stanley 1.95% 13F
Millennium Management 1.61% 13F
Northern Trust 1.39% 13F
JPMorgan Chase 1.37% 13F

Percentages above are of 13,533,294 shares outstanding, as reported by GROUP 1 AUTOMOTIVE INC. on its Form 10-Q dated April 22, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from GROUP 1 AUTOMOTIVE INC.’s 10-Q dated April 22, 2024. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.

At GROUP 1 AUTOMOTIVE INC.'s shareholder meeting held May 15, 2024, in the 2023-2024 proxy season, 371 asset managers reported how they voted in their SEC Form N-PX filings, covering 5,143 separate fund positions. Their filings are grouped here into 13 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — Advisory Vote to Approve Executive Compensation. — GROUP 1 AUTOMOTIVE INC.'s filing reports the proposal as approved, with 98% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: GROUP 1 AUTOMOTIVE INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 16, 2024.

GROUP 1 AUTOMOTIVE INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.