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GROUP 1 AUTOMOTIVE INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and GROUP 1 AUTOMOTIVE INC.’s Form 8-K, filed May 14, 2025 (Item 5.07 on EDGAR). Page generated October 14, 2026.

  • 13Ballot items
  • 391Asset managers
  • 5,746Fund votes
  • May 13, 2025Meeting date

Results at a glance

Meeting of May 13, 2025: 13 items on GROUP 1 AUTOMOTIVE INC.’s Form 8-K, filed May 14, 2025: 3 approved · 1 not 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 2024-2025 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 14, 2025 (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 13, 2025
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Carin M. Barth 11,318,03862,95110,677 --780,534 99.4%Not verified—
Elect Director: Daryl A. Kenningham 11,328,32461,2132,129 --780,534 99.4%Not verified—
Elect Director: Steven C. Mizell 11,314,37864,30412,984 --780,534 99.4%Not verified—
Elect Director: Lincoln Pereira Filho 11,330,59257,0903,984 --780,534 99.4%Not verified—
Elect Director: Stephen D. Quinn 11,116,895272,2672,504 --780,534 98%Not verified—
Elect Director: Steven P. Stanbrook 11,321,26967,8932,504 --780,534 99.4%Not verified—
Elect Director: Charles L. Szews 11,157,272231,3693,025 --780,534 98%Not verified—
Elect Director: Anne Taylor 11,267,477114,6299,560 --780,534 99%Not verified—
Elect Director: MaryAnn Wright 11,129,615259,5242,527 --780,534 98%Not verified—
2. Compensation of the Company's Named Executive Officers 11,079,377306,7925,497 --780,534 97%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, 2025 12,166,3293,0332,838 ---- 99.9%Approved—
4. Proposal to approve an amendment to the Company's Certificate of Incorporation to eliminate supermajority requirements 11,375,11713,8652,684 --780,534 99.8%Approved—
5. Shareholder proposal seeking a simple majority vote 5,274,1366,104,24213,288 --780,534 46.4%Not approved—

Source: GROUP 1 AUTOMOTIVE INC., Form 8-K, filed with the SEC on May 14, 2025 — read the filing on EDGAR.

How asset managers voted at the GROUP 1 AUTOMOTIVE INC. 2024-2025 meeting

Each item below shows how the 391 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.

1. Elect Director: Charles L. Szews

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 11,157,272AGAINST: 231,369
Details: description as filed, official tally, votes by 116 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”): 11,157,272 for, 231,369 against, per its Form 8-K filed May 14, 2025 (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 116 asset managers below reported 6,411,924 for, 108,517 against, 1,303 abstained, 1,506 not voted.

FOR
FOR: 6,411,924AGAINST: 108,517ABSTAIN: 1,303NOT VOTED: 1,506
Largest asset managers voting on “Election of Directors: Charles L. Szews” at GROUP 1 AUTOMOTIVE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard1,407,701432 00For
BlackRock1,304,6520 00For
Fidelity789,7200 00For
Dimensional640,58315,213 00For
John Hancock199,35910,634 00Mixed
State Street209,7600 00For
Delaware/Macquarie178,8100 00For
T. Rowe Price158,2630 00For
Thrivent154,4110 00For
Charles Schwab141,8570 00For
AllianceBernstein137,5360 00For
Calvert082,150 00Against
Invesco70,3710 00For
Jackson National60,0250 00For
Columbia Threadneedle52,4490 00For
AMG FUNDS40,7690 00For
Equitable37,9600 00For
FRANKLIN VALUE INVESTORS TRUST37,9360 00For
MUTUAL FUND SERIES TRUST37,1460 00For
TIAA35,0900 00For
Victory Capital33,4160 00For
Goldman Sachs32,8660 00For
NORTHERN LIGHTS FUND TRUST II31,1350 00For
AMERICAN BEACON FUNDS31,1100 00For
Bridge Builder Trust30,6850 00For

Showing the 25 largest of 116 asset managers. See all 116 in the interactive database.

2. Elect Director: Daryl A. Kenningham

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%
FOR: 11,328,324AGAINST: 61,213
Details: description as filed, official tally, votes by 116 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”): 11,328,324 for, 61,213 against, per its Form 8-K filed May 14, 2025 (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: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 116 asset managers below reported 6,513,482 for, 6,959 against, 1,303 abstained, 1,506 not voted.

FOR
FOR: 6,513,482AGAINST: 6,959ABSTAIN: 1,303NOT VOTED: 1,506
Largest asset managers voting on “Election of Directors: Daryl A. Kenningham” at GROUP 1 AUTOMOTIVE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard1,408,1330 00For
BlackRock1,304,6520 00For
Fidelity789,7200 00For
Dimensional655,7960 00For
John Hancock209,9930 00For
State Street209,7600 00For
Delaware/Macquarie178,8100 00For
T. Rowe Price158,2630 00For
Thrivent154,4110 00For
Charles Schwab141,8570 00For
AllianceBernstein137,5360 00For
Calvert82,1500 00For
Invesco70,3710 00For
Jackson National60,0250 00For
Columbia Threadneedle52,4490 00For
AMG FUNDS40,7690 00For
Equitable37,9600 00For
FRANKLIN VALUE INVESTORS TRUST37,9360 00For
MUTUAL FUND SERIES TRUST37,1460 00For
TIAA35,0900 00For
Victory Capital33,4160 00For
Goldman Sachs32,8660 00For
NORTHERN LIGHTS FUND TRUST II31,1350 00For
AMERICAN BEACON FUNDS31,1100 00For
Bridge Builder Trust30,6850 00For

Showing the 25 largest of 116 asset managers. See all 116 in the interactive database.

3. Elect Director: Lincoln Pereira Filho

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%
FOR: 11,330,592AGAINST: 57,090
Details: description as filed, official tally, votes by 116 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”): 11,330,592 for, 57,090 against, per its Form 8-K filed May 14, 2025 (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: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 116 asset managers below reported 6,520,235 for, 206 against, 1,303 abstained, 1,506 not voted.

FOR
FOR: 6,520,235AGAINST: 206ABSTAIN: 1,303NOT VOTED: 1,506
Largest asset managers voting on “Election of Directors: Lincoln Pereira Filho” at GROUP 1 AUTOMOTIVE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard1,408,1330 00For
BlackRock1,304,6520 00For
Fidelity789,7200 00For
Dimensional655,7960 00For
John Hancock209,9930 00For
State Street209,7600 00For
Delaware/Macquarie178,8100 00For
T. Rowe Price158,2630 00For
Thrivent154,4110 00For
Charles Schwab141,8570 00For
AllianceBernstein137,5360 00For
Calvert82,1500 00For
Invesco70,3710 00For
Jackson National60,0250 00For
Columbia Threadneedle52,4490 00For
AMG FUNDS40,7690 00For
Equitable37,9600 00For
FRANKLIN VALUE INVESTORS TRUST37,9360 00For
MUTUAL FUND SERIES TRUST37,1460 00For
TIAA35,0900 00For
Victory Capital33,4160 00For
Goldman Sachs32,8660 00For
NORTHERN LIGHTS FUND TRUST II31,1350 00For
AMERICAN BEACON FUNDS31,1100 00For
Bridge Builder Trust30,6850 00For

Showing the 25 largest of 116 asset managers. See all 116 in the interactive database.

4. Elect Director: MaryAnn Wright

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 11,129,615AGAINST: 259,524
Details: description as filed, official tally, votes by 116 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”): 11,129,615 for, 259,524 against, per its Form 8-K filed May 14, 2025 (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 116 asset managers below reported 6,501,285 for, 82,356 against, 1,303 abstained, 1,506 not voted.

FOR
FOR: 6,501,285AGAINST: 82,356ABSTAIN: 1,303NOT VOTED: 1,506
Largest asset managers voting on “Election of Directors: MaryAnn Wright” at GROUP 1 AUTOMOTIVE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard1,408,1330 00For
BlackRock1,304,6520 00For
Fidelity789,7200 00For
Dimensional655,7960 00For
John Hancock209,9930 00For
State Street209,7600 00For
Delaware/Macquarie178,8100 00For
T. Rowe Price158,2630 00For
Thrivent154,4110 00For
Charles Schwab141,8570 00For
AllianceBernstein137,5360 00For
NORTHERN LIGHTS FUND TRUST II94,3350 00For
Calvert082,150 00Against
Invesco70,3710 00For
Jackson National60,0250 00For
Columbia Threadneedle52,4490 00For
AMG FUNDS40,7690 00For
Equitable37,9600 00For
FRANKLIN VALUE INVESTORS TRUST37,9360 00For
MUTUAL FUND SERIES TRUST37,1460 00For
TIAA35,0900 00For
Victory Capital33,4160 00For
Goldman Sachs32,8660 00For
AMERICAN BEACON FUNDS31,1100 00For
Bridge Builder Trust30,6850 00For

Showing the 25 largest of 116 asset managers. See all 116 in the interactive database.

5. Elect Director: Stephen D. Quinn

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 11,116,895AGAINST: 272,267
Details: description as filed, official tally, votes by 116 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”): 11,116,895 for, 272,267 against, per its Form 8-K filed May 14, 2025 (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 116 asset managers below reported 6,494,040 for, 26,401 against, 1,303 abstained, 1,506 not voted.

FOR
FOR: 6,494,040AGAINST: 26,401ABSTAIN: 1,303NOT VOTED: 1,506
Largest asset managers voting on “Election of Directors: Stephen D. Quinn” at GROUP 1 AUTOMOTIVE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard1,408,1330 00For
BlackRock1,304,6520 00For
Fidelity789,7200 00For
Dimensional655,7960 00For
John Hancock209,9930 00For
State Street209,7546 00For
Delaware/Macquarie178,8100 00For
T. Rowe Price158,2630 00For
Thrivent154,4110 00For
Charles Schwab141,8570 00For
AllianceBernstein137,5360 00For
Calvert82,1500 00For
Invesco70,3710 00For
Jackson National60,0250 00For
Columbia Threadneedle52,4490 00For
AMG FUNDS40,7690 00For
Equitable37,9600 00For
FRANKLIN VALUE INVESTORS TRUST37,9360 00For
MUTUAL FUND SERIES TRUST37,1460 00For
TIAA35,0900 00For
Victory Capital33,4160 00For
Goldman Sachs32,8660 00For
NORTHERN LIGHTS FUND TRUST II31,1350 00For
AMERICAN BEACON FUNDS31,1100 00For
Bridge Builder Trust16,49714,188 00Mixed

Showing the 25 largest of 116 asset managers. See all 116 in the interactive database.

6. Elect Director: Steven C. Mizell

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%
FOR: 11,314,378AGAINST: 64,304
Details: description as filed, official tally, votes by 116 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”): 11,314,378 for, 64,304 against, per its Form 8-K filed May 14, 2025 (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: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 116 asset managers below reported 6,513,482 for, 0 against, 8,262 abstained, 1,506 not voted.

FOR
FOR: 6,513,482AGAINST: 0ABSTAIN: 8,262NOT VOTED: 1,506
Largest asset managers voting on “Election of Directors: Steven C. Mizell” at GROUP 1 AUTOMOTIVE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard1,408,1330 00For
BlackRock1,304,6520 00For
Fidelity789,7200 00For
Dimensional655,7960 00For
John Hancock209,9930 00For
State Street209,7600 00For
Delaware/Macquarie178,8100 00For
T. Rowe Price158,2630 00For
Thrivent154,4110 00For
Charles Schwab141,8570 00For
AllianceBernstein137,5360 00For
Calvert82,1500 00For
Invesco70,3710 00For
Jackson National60,0250 00For
Columbia Threadneedle52,4490 00For
AMG FUNDS40,7690 00For
Equitable37,9600 00For
FRANKLIN VALUE INVESTORS TRUST37,9360 00For
MUTUAL FUND SERIES TRUST37,1460 00For
TIAA35,0900 00For
Victory Capital33,4160 00For
Goldman Sachs32,8660 00For
NORTHERN LIGHTS FUND TRUST II31,1350 00For
AMERICAN BEACON FUNDS31,1100 00For
Bridge Builder Trust30,6850 00For

Showing the 25 largest of 116 asset managers. See all 116 in the interactive database.

7. Elect Director: Steven P. Stanbrook

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%
FOR: 11,321,269AGAINST: 67,893
Details: description as filed, official tally, votes by 116 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”): 11,321,269 for, 67,893 against, per its Form 8-K filed May 14, 2025 (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: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 116 asset managers below reported 6,520,235 for, 206 against, 1,303 abstained, 1,506 not voted.

FOR
FOR: 6,520,235AGAINST: 206ABSTAIN: 1,303NOT VOTED: 1,506
Largest asset managers voting on “Election of Directors: Steven P. Stanbrook” at GROUP 1 AUTOMOTIVE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard1,408,1330 00For
BlackRock1,304,6520 00For
Fidelity789,7200 00For
Dimensional655,7960 00For
John Hancock209,9930 00For
State Street209,7600 00For
Delaware/Macquarie178,8100 00For
T. Rowe Price158,2630 00For
Thrivent154,4110 00For
Charles Schwab141,8570 00For
AllianceBernstein137,5360 00For
Calvert82,1500 00For
Invesco70,3710 00For
Jackson National60,0250 00For
Columbia Threadneedle52,4490 00For
AMG FUNDS40,7690 00For
Equitable37,9600 00For
FRANKLIN VALUE INVESTORS TRUST37,9360 00For
MUTUAL FUND SERIES TRUST37,1460 00For
TIAA35,0900 00For
Victory Capital33,4160 00For
Goldman Sachs32,8660 00For
NORTHERN LIGHTS FUND TRUST II31,1350 00For
AMERICAN BEACON FUNDS31,1100 00For
Bridge Builder Trust30,6850 00For

Showing the 25 largest of 116 asset managers. See all 116 in the interactive database.

8. Elect Director: Anne Taylor

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 2 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 11,267,477AGAINST: 114,629
Details: description as filed, official tally, votes by 115 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”): 11,267,477 for, 114,629 against, per its Form 8-K filed May 14, 2025 (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 115 asset managers below reported 6,576,220 for, 206 against, 8,262 abstained, 1,506 not voted.

FOR
FOR: 6,576,220AGAINST: 206ABSTAIN: 8,262NOT VOTED: 1,506
Largest asset managers voting on “Election of Directors: Anne Taylor” at GROUP 1 AUTOMOTIVE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard1,408,1330 00For
BlackRock1,304,6520 00For
Fidelity789,7200 00For
Dimensional655,7960 00For
John Hancock209,9930 00For
State Street209,7600 00For
Delaware/Macquarie178,8100 00For
T. Rowe Price158,2630 00For
Thrivent154,4110 00For
Charles Schwab141,8570 00For
AllianceBernstein137,5360 00For
NORTHERN LIGHTS FUND TRUST II94,3350 00For
Calvert82,1500 00For
Invesco70,3710 00For
Jackson National60,0250 00For
Columbia Threadneedle52,4490 00For
AMG FUNDS40,7690 00For
Equitable37,9600 00For
FRANKLIN VALUE INVESTORS TRUST37,9360 00For
MUTUAL FUND SERIES TRUST37,1460 00For
TIAA35,0900 00For
Victory Capital33,4160 00For
Goldman Sachs32,8660 00For
AMERICAN BEACON FUNDS31,1100 00For
Bridge Builder Trust30,6850 00For

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

9. Elect Director: Carin M. Barth

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 2 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%
FOR: 11,318,038AGAINST: 62,951
Details: description as filed, official tally, votes by 115 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”): 11,318,038 for, 62,951 against, per its Form 8-K filed May 14, 2025 (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: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 115 asset managers below reported 6,563,679 for, 206 against, 1,303 abstained, 1,506 not voted.

FOR
FOR: 6,563,679AGAINST: 206ABSTAIN: 1,303NOT VOTED: 1,506
Largest asset managers voting on “Election of Directors: Carin M. Barth” at GROUP 1 AUTOMOTIVE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard1,408,1330 00For
BlackRock1,304,6520 00For
Fidelity789,7200 00For
Dimensional655,7960 00For
John Hancock209,9930 00For
State Street209,7600 00For
Delaware/Macquarie178,8100 00For
T. Rowe Price158,2630 00For
Thrivent154,4110 00For
Charles Schwab141,8570 00For
AllianceBernstein137,5360 00For
Calvert82,1500 00For
NORTHERN LIGHTS FUND TRUST II74,8350 00For
Invesco70,3710 00For
Jackson National60,0250 00For
Columbia Threadneedle52,4490 00For
AMG FUNDS40,7690 00For
Equitable37,9600 00For
FRANKLIN VALUE INVESTORS TRUST37,9360 00For
MUTUAL FUND SERIES TRUST37,1460 00For
TIAA35,0900 00For
Victory Capital33,4160 00For
Goldman Sachs32,8660 00For
AMERICAN BEACON FUNDS31,1100 00For
Bridge Builder Trust30,6850 00For

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

10. 4. Proposal to approve an amendment to the Company's Certificate of Incorporation to eliminate supermajority…

Official resultCORPORATE GOVERNANCEReported outcome: Approved

Combines 5 wordings of this item as funds reported it.

99.8% Approved · of votes cast

FOR 99.8%
FOR: 11,375,117AGAINST: 13,865
Details: description as filed, official tally, votes by 117 asset managers

Description as filed by funds: Approve an Amendment to the Certificate of Incorporation to Eliminate Supermajority Requirements to Amend the Certificate of Incorporation.

GROUP 1 AUTOMOTIVE INC.’s own tally for this item (“4. Proposal to approve an amendment to the Company's Certificate of Incorporation to eliminate supermajority requirements”): 11,375,117 for, 13,865 against — passed, per its Form 8-K filed May 14, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 4: The proposal to approve an amendment to the Company's Certificate of Incorporation to eliminate supermajority requirements was approved based upon the following votes:”
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 117 asset managers below reported 6,584,948 for, 0 against, 0 abstained, 1,506 not voted.

FOR
FOR: 6,584,948AGAINST: 0ABSTAIN: 0NOT VOTED: 1,506
Largest asset managers voting on “Approve an Amendment to the Certificate of Incorporation to Eliminate Supermajority Requirements to Amend the ” at GROUP 1 AUTOMOTIVE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard1,408,1330 00For
BlackRock1,304,6520 00For
Fidelity789,7200 00For
Dimensional655,7960 00For
John Hancock209,9930 00For
State Street209,7600 00For
Delaware/Macquarie178,8100 00For
T. Rowe Price158,2630 00For
Thrivent154,4110 00For
Charles Schwab141,8570 00For
AllianceBernstein137,5360 00For
NORTHERN LIGHTS FUND TRUST II94,3350 00For
Calvert82,1500 00For
Invesco70,3710 00For
Jackson National60,0250 00For
Columbia Threadneedle52,4490 00For
AMG FUNDS40,7690 00For
Equitable37,9600 00For
FRANKLIN VALUE INVESTORS TRUST37,9360 00For
MUTUAL FUND SERIES TRUST37,1460 00For
TIAA35,0900 00For
Victory Capital33,4160 00For
Goldman Sachs32,8660 00For
AMERICAN BEACON FUNDS31,1100 00For
Bridge Builder Trust30,6850 00For

Showing the 25 largest of 117 asset managers. See all 117 in the interactive database.

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

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

Combines 7 wordings of this item as funds reported it.

97% Approved · of votes cast

FOR 97%
FOR: 11,079,377AGAINST: 306,792
Details: description as filed, official tally, votes by 390 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”): 11,079,377 for, 306,792 against — passed, per its Form 8-K filed May 14, 2025 (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: 97% 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: 115 asset managers voting on “Advisory Vote to Approve Executive Compensation.” at GROUP 1 AUTOMOTIVE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard1,407,701432 00For
BlackRock1,304,6520 00For
Fidelity789,7200 00For
Dimensional655,7960 00For
John Hancock209,9930 00For
State Street209,7546 00For
Delaware/Macquarie178,8100 00For
T. Rowe Price158,2630 00For
Thrivent154,4110 00For
Charles Schwab141,8570 00For
AllianceBernstein137,5360 00For
NORTHERN LIGHTS FUND TRUST II94,3350 00For
Calvert82,1500 00For
Invesco70,3710 00For
Jackson National60,0250 00For
Columbia Threadneedle52,4490 00For
AMG FUNDS40,7690 00For
Equitable37,9600 00For
FRANKLIN VALUE INVESTORS TRUST37,9360 00For
MUTUAL FUND SERIES TRUST37,1460 00For
TIAA35,0900 00For
Victory Capital33,4160 00For
Goldman Sachs32,8660 00For
AMERICAN BEACON FUNDS31,1100 00For
Bridge Builder Trust16,49714,188 00Mixed

Fund voting reports, all 115 managers: 6,565,132 for, 18,391 against, 1,303 abstained, 1,506 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 302 asset managers voting on “Advisory Vote to Approve Executive Compensation.” at GROUP 1 AUTOMOTIVE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Conifer Management, L.L.C.568,4240 00For
John Hancock551,2210 00For
Fidelity489,4970 00For
State Street473,7254,449 00For
GEODE CAPITAL MANAGEMENT, LLC310,9740 00For
AllianceBernstein309,8560 00For
T. Rowe Price246,7360 00For
ADVENT INTERNATIONAL, L.P.203,9510 00For
MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST192,0180 00For
AMERIPRISE FINANCIAL INC187,5020 00For
GW&K Investment Management, LLC158,0960 00For
Charles Schwab156,4340 00For
Thrivent155,4070 00For
Invesco122,9640 00For
LAKEWOOD CAPITAL MANAGEMENT, LP114,4760 00For
Northern Trust110,429550 00For
MELLON INVESTMENTS Corp96,3310 00For
Dimensional88,4350 00For
Calvert84,0374,250 00For
Shellback Capital, LP83,1250 00For
JPMorgan76,3930 00For
Wellington72,8440 00For
PRINCIPAL GLOBAL INVESTORS71,0760 00For
PARAMETRIC PORTFOLIO ASSOCIATES LLC064,791 00Against
Eaton Vance62,5900 00For

Institutional-manager reports, all 302 managers: 6,279,498 for, 221,876 against, 400 not voted. Showing the 25 largest; see all in the interactive database.

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

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 4 wordings of this item as funds reported it.

99.9% Approved · of votes cast

FOR 99.9%
FOR: 12,166,329AGAINST: 3,033
Details: description as filed, official tally, votes by 116 asset managers

Description as filed by funds: Ratification of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 2025.

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, 2025”): 12,166,329 for, 3,033 against — passed, per its Form 8-K filed May 14, 2025 (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, 2025, was approved, based upon the following votes:”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 116 asset managers below reported 6,583,641 for, 0 against, 1,303 abstained, 1,506 not voted.

FOR
FOR: 6,583,641AGAINST: 0ABSTAIN: 1,303NOT VOTED: 1,506
Largest asset managers voting on “Ratification of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 2025.” at GROUP 1 AUTOMOTIVE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard1,408,1330 00For
BlackRock1,304,6520 00For
Fidelity789,7200 00For
Dimensional655,7960 00For
John Hancock209,9930 00For
State Street209,7600 00For
Delaware/Macquarie178,8100 00For
T. Rowe Price158,2630 00For
Thrivent154,4110 00For
Charles Schwab141,8570 00For
AllianceBernstein137,5360 00For
NORTHERN LIGHTS FUND TRUST II94,3350 00For
Calvert82,1500 00For
Invesco70,3710 00For
Jackson National60,0250 00For
Columbia Threadneedle52,4490 00For
AMG FUNDS40,7690 00For
Equitable37,9600 00For
FRANKLIN VALUE INVESTORS TRUST37,9360 00For
MUTUAL FUND SERIES TRUST37,1460 00For
TIAA35,0900 00For
Victory Capital33,4160 00For
Goldman Sachs32,8660 00For
AMERICAN BEACON FUNDS31,1100 00For
Bridge Builder Trust30,6850 00For

Showing the 25 largest of 116 asset managers. See all 116 in the interactive database.

13. 5. Shareholder proposal seeking a simple majority vote

Official resultCORPORATE GOVERNANCEReported outcome: Not approved

Combines 4 wordings of this item as funds reported it.

46.4% Not approved · of votes cast

FOR 46.4%AGAINST
FOR: 5,274,136AGAINST: 6,104,242
Details: description as filed, official tally, votes by 116 asset managers

Description as filed by funds: Shareholder Proposal: Simple Majority Vote.

GROUP 1 AUTOMOTIVE INC.’s own tally for this item (“5. Shareholder proposal seeking a simple majority vote”): 5,274,136 for, 6,104,242 against — failed, per its Form 8-K filed May 14, 2025 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “Proposal 5: The shareholder proposal seeking a simple majority vote was not approved based on the following votes:”
Support: 46.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 116 asset managers below reported 2,867,644 for, 3,715,997 against, 1,303 abstained, 1,506 not voted.

FORAGAINST
FOR: 2,867,644AGAINST: 3,715,997ABSTAIN: 1,303NOT VOTED: 1,506
Largest asset managers voting on “Shareholder Proposal: Simple Majority Vote.” at GROUP 1 AUTOMOTIVE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard4461,407,687 00Against
BlackRock15,7321,288,920 00Against
Fidelity783,7365,984 00For
Dimensional655,7960 00For
John Hancock209,9930 00For
State Street15,353194,407 00Mixed
Delaware/Macquarie178,8100 00For
T. Rowe Price158,2630 00For
Thrivent12,334142,077 00Mixed
Charles Schwab0141,857 00Against
AllianceBernstein137,5360 00For
NORTHERN LIGHTS FUND TRUST II094,335 00Against
Calvert82,1500 00For
Invesco70,3710 00For
Jackson National38,62321,402 00Mixed
Columbia Threadneedle52,4490 00For
AMG FUNDS040,769 00Against
Equitable15,44122,519 00Mixed
FRANKLIN VALUE INVESTORS TRUST037,936 00Against
MUTUAL FUND SERIES TRUST037,146 00Against
TIAA035,090 00Against
Victory Capital33,4160 00For
Goldman Sachs32,8660 00For
AMERICAN BEACON FUNDS31,1100 00For
Bridge Builder Trust14,18816,497 00Mixed

Showing the 25 largest of 116 asset managers. See all 116 in the interactive database.

Largest GROUP 1 AUTOMOTIVE INC. shareholders voting in 2024-2025

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 12,934,719 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.”, 2024-2025
#Asset manager % of shares outstanding
1Vanguard 10.89%
2BlackRock 10.09%
3Fidelity 6.11%
4Dimensional 5.07%
5John Hancock 1.62%
6State Street 1.62%
7Delaware/Macquarie 1.38%
8T. Rowe Price 1.22%
9Thrivent 1.19%
10Charles Schwab 1.10%
Institutional-manager reports: top GROUP 1 AUTOMOTIVE INC. shareholders by shares voted on “Advisory Vote to Approve Executive Compensation.”, 2024-2025
#Asset manager % of shares outstanding
1Conifer Management, L.L.C. 4.39%
2John Hancock 4.26%
3Fidelity 3.78%
4State Street 3.70%
5GEODE CAPITAL MANAGEMENT, LLC 2.40%
6AllianceBernstein 2.40%
7T. Rowe Price 1.91%
8ADVENT INTERNATIONAL, L.P. 1.58%
9MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST 1.48%
10AMERIPRISE FINANCIAL INC 1.45%

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 2024-2025 proxy season
Holder % outstanding Disclosure
BlackRock 15.83% 13F
Vanguard Group 10.96% 13F
Dimensional Fund Advisors 5.89% 13F
Conifer Management, L.L.C. 5.84% 13G
Vanguard Portfolio Management 5.51% 13G
BANK OF AMERICA CORP /DE/ 4.75% 13G
State Street 4.06% 13F
FMR (Fidelity) 3.51% 13F
Morgan Stanley 2.47% 13F
Invesco 1.40% 13F

Percentages above are of 12,934,719 shares outstanding, as reported by GROUP 1 AUTOMOTIVE INC. on its Form 10-Q dated April 22, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 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, 2025. 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 13, 2025, in the 2024-2025 proxy season, 391 asset managers reported how they voted on 13 ballot items in their SEC Form N-PX filings, covering 5,746 separate fund positions. 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 97% 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 14, 2025.

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

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