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Group 1 Automotive, Inc. 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and Group 1 Automotive, Inc.’s Form 8-K, filed May 15, 2026 (Item 5.07 on EDGAR). Page generated October 14, 2026.

  • 13Ballot items
  • 394Asset managers
  • 5,548Fund votes
  • May 12, 2026Meeting date

Results at a glance

Meeting of May 12, 2026: 13 items on Group 1 Automotive, Inc.’s Form 8-K, filed May 15, 2026: 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 2025-2026 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 15, 2026 (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 12, 2026
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Carin M. Barth 9,887,54548,8004,892 --945,696 99.5%Not verified—
Elect Director: Daryl A. Kenningham 9,907,87230,8552,510 --945,696 99.6%Not verified—
Elect Director: Steven C. Mizell 9,887,73448,8994,604 --945,696 99.5%Not verified—
Elect Director: Lincoln Pereira Filho 9,903,27835,0182,941 --945,696 99.6%Not verified—
Elect Director: Stephen D. Quinn 9,781,092157,3912,754 --945,696 98%Not verified—
Elect Director: Steven P. Stanbrook 9,891,48146,9182,838 --945,696 99.5%Not verified—
Elect Director: Charles L. Szews 9,832,214106,1662,857 --945,696 99%Not verified—
Elect Director: Anne Taylor 9,813,830124,0873,320 --945,696 99%Not verified—
Elect Director: MaryAnn Wright 9,807,713130,7272,797 --945,696 99%Not verified—
2. Compensation of the Company's Named Executive Officers 9,687,409250,6593,169 --945,696 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, 2026 10,867,55414,2475,132 ---- 99.8%Approved—
4. Proposal to approve an amendment to the Company's Certificate of Incorporation to enable the adoption of a shareholder right to call a special meeting of shareholders 9,364,37382,757494,107 --945,696 99.1%Approved—
5. Shareholder proposal to give shareholders an ability to call for a special shareholder meeting 2,515,5467,417,4508,241 --945,696 25%Not approved—

Source: Group 1 Automotive, Inc., Form 8-K, filed with the SEC on May 15, 2026 — read the filing on EDGAR.

How asset managers voted at the Group 1 Automotive, Inc. 2025-2026 meeting

Each item below shows how the 394 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.

99% Majority: yes · of votes cast

FOR 99%
FOR: 9,832,214AGAINST: 106,166
Details: description as filed, official tally, votes by 105 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”): 9,832,214 for, 106,166 against, per its Form 8-K filed May 15, 2026 (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 105 asset managers below reported 5,035,330 for, 13,659 against, 1,302 abstained, 9,203 not voted.

FOR
FOR: 5,035,330AGAINST: 13,659ABSTAIN: 1,302NOT VOTED: 9,203
Largest asset managers voting on “Election of Directors: Charles L. Szews” at Group 1 Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard1,324,2451,794 00For
BlackRock1,113,1080 00For
Fidelity478,8150 00For
Dimensional210,5411,139 00For
State Street210,9550 00For
John Hancock155,5405,872 00For
Delaware/Macquarie159,4210 00For
Charles Schwab148,1720 00For
Invesco146,6080 00For
MFS122,4630 00For
Jackson National71,3700 00For
Allspring56,7050 00For
FRANKLIN VALUE INVESTORS TRUST47,1040 00For
JPMorgan41,4420 00For
EA Series Trust39,7530 00For
MUTUAL FUND SERIES TRUST37,0170 00For
Bridge Builder Trust29,9380 00For
Prudential/PGIM28,0080 00For
Value Line Small Cap Opportunities Fund, Inc.27,5170 00For
Equitable27,1860 00For
TIAA26,0650 00For
Waddell & Reed26,0580 00For
SEI24,0380 00For
Victory Capital22,6430 00For
Columbia Threadneedle21,6360 00For

Showing the 25 largest of 105 asset managers. See all 105 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.

99.6% Majority: yes · of votes cast

FOR 99.6%
FOR: 9,907,872AGAINST: 30,855
Details: description as filed, official tally, votes by 105 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”): 9,907,872 for, 30,855 against, per its Form 8-K filed May 15, 2026 (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 105 asset managers below reported 5,048,981 for, 8 against, 1,302 abstained, 9,203 not voted.

FOR
FOR: 5,048,981AGAINST: 8ABSTAIN: 1,302NOT VOTED: 9,203
Largest asset managers voting on “Election of Directors: Daryl A. Kenningham” at Group 1 Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard1,326,0390 00For
BlackRock1,113,1080 00For
Fidelity478,8150 00For
Dimensional211,6800 00For
State Street210,9478 00For
John Hancock161,4120 00For
Delaware/Macquarie159,4210 00For
Charles Schwab148,1720 00For
Invesco146,6080 00For
MFS122,4630 00For
Jackson National71,3700 00For
Allspring56,7050 00For
FRANKLIN VALUE INVESTORS TRUST47,1040 00For
JPMorgan41,4420 00For
EA Series Trust39,7530 00For
MUTUAL FUND SERIES TRUST37,0170 00For
Bridge Builder Trust29,9380 00For
Prudential/PGIM28,0080 00For
Value Line Small Cap Opportunities Fund, Inc.27,5170 00For
Equitable27,1860 00For
TIAA26,0650 00For
Waddell & Reed26,0580 00For
SEI24,0380 00For
Victory Capital22,6430 00For
Columbia Threadneedle21,6360 00For

Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.

3. Elect Director: Lincoln Pereira Filho

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

99.6% Majority: yes · of votes cast

FOR 99.6%
FOR: 9,903,278AGAINST: 35,018
Details: description as filed, official tally, votes by 105 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”): 9,903,278 for, 35,018 against, per its Form 8-K filed May 15, 2026 (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 105 asset managers below reported 5,048,981 for, 8 against, 1,302 abstained, 9,203 not voted.

FOR
FOR: 5,048,981AGAINST: 8ABSTAIN: 1,302NOT VOTED: 9,203
Largest asset managers voting on “Election of Directors: Lincoln Pereira Filho” at Group 1 Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard1,326,0390 00For
BlackRock1,113,1080 00For
Fidelity478,8150 00For
Dimensional211,6800 00For
State Street210,9478 00For
John Hancock161,4120 00For
Delaware/Macquarie159,4210 00For
Charles Schwab148,1720 00For
Invesco146,6080 00For
MFS122,4630 00For
Jackson National71,3700 00For
Allspring56,7050 00For
FRANKLIN VALUE INVESTORS TRUST47,1040 00For
JPMorgan41,4420 00For
EA Series Trust39,7530 00For
MUTUAL FUND SERIES TRUST37,0170 00For
Bridge Builder Trust29,9380 00For
Prudential/PGIM28,0080 00For
Value Line Small Cap Opportunities Fund, Inc.27,5170 00For
Equitable27,1860 00For
TIAA26,0650 00For
Waddell & Reed26,0580 00For
SEI24,0380 00For
Victory Capital22,6430 00For
Columbia Threadneedle21,6360 00For

Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.

4. Elect Director: MaryAnn Wright

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: 9,807,713AGAINST: 130,727
Details: description as filed, official tally, votes by 105 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”): 9,807,713 for, 130,727 against, per its Form 8-K filed May 15, 2026 (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 105 asset managers below reported 5,034,789 for, 14,199 against, 1,302 abstained, 9,203 not voted.

FOR
FOR: 5,034,789AGAINST: 14,199ABSTAIN: 1,302NOT VOTED: 9,203
Largest asset managers voting on “Election of Directors: MaryAnn Wright” at Group 1 Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard1,324,2451,794 00For
BlackRock1,113,1080 00For
Fidelity478,8150 00For
Dimensional211,6800 00For
State Street210,94411 00For
John Hancock161,4120 00For
Delaware/Macquarie159,4210 00For
Charles Schwab148,1720 00For
Invesco146,6080 00For
MFS122,4630 00For
Jackson National71,3700 00For
Allspring56,7050 00For
FRANKLIN VALUE INVESTORS TRUST47,1040 00For
JPMorgan41,4420 00For
EA Series Trust39,7530 00For
MUTUAL FUND SERIES TRUST37,0170 00For
Bridge Builder Trust29,9380 00For
Prudential/PGIM28,0080 00For
Value Line Small Cap Opportunities Fund, Inc.27,5170 00For
Equitable27,1860 00For
TIAA26,0650 00For
Waddell & Reed26,0580 00For
SEI24,0380 00For
Victory Capital22,6430 00For
Columbia Threadneedle21,6360 00For

Showing the 25 largest of 105 asset managers. See all 105 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: 9,781,092AGAINST: 157,391
Details: description as filed, official tally, votes by 105 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”): 9,781,092 for, 157,391 against, per its Form 8-K filed May 15, 2026 (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 105 asset managers below reported 5,044,124 for, 4,865 against, 1,302 abstained, 9,203 not voted.

FOR
FOR: 5,044,124AGAINST: 4,865ABSTAIN: 1,302NOT VOTED: 9,203
Largest asset managers voting on “Election of Directors: Stephen D. Quinn” at Group 1 Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard1,326,0390 00For
BlackRock1,113,1080 00For
Fidelity478,8150 00For
Dimensional211,6800 00For
State Street210,94411 00For
John Hancock161,4120 00For
Delaware/Macquarie159,4210 00For
Charles Schwab148,1720 00For
Invesco146,6080 00For
MFS122,4630 00For
Jackson National71,3700 00For
Allspring56,7050 00For
FRANKLIN VALUE INVESTORS TRUST47,1040 00For
JPMorgan41,4420 00For
EA Series Trust39,7530 00For
MUTUAL FUND SERIES TRUST37,0170 00For
Bridge Builder Trust29,9380 00For
Prudential/PGIM28,0080 00For
Value Line Small Cap Opportunities Fund, Inc.27,5170 00For
Equitable27,1860 00For
TIAA26,0650 00For
Waddell & Reed26,0580 00For
SEI24,0380 00For
Victory Capital22,6430 00For
Columbia Threadneedle21,6360 00For

Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.

6. Elect Director: Steven C. Mizell

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

99.5% Majority: yes · of votes cast

FOR 99.5%
FOR: 9,887,734AGAINST: 48,899
Details: description as filed, official tally, votes by 105 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”): 9,887,734 for, 48,899 against, per its Form 8-K filed May 15, 2026 (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: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 105 asset managers below reported 5,044,202 for, 4,787 against, 1,302 abstained, 9,203 not voted.

FOR
FOR: 5,044,202AGAINST: 4,787ABSTAIN: 1,302NOT VOTED: 9,203
Largest asset managers voting on “Election of Directors: Steven C. Mizell” at Group 1 Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard1,326,0390 00For
BlackRock1,113,1080 00For
Fidelity478,8150 00For
Dimensional211,6800 00For
State Street210,9550 00For
John Hancock161,4120 00For
Delaware/Macquarie159,4210 00For
Charles Schwab148,1720 00For
Invesco146,6080 00For
MFS122,4630 00For
Jackson National71,3700 00For
Allspring56,7050 00For
FRANKLIN VALUE INVESTORS TRUST47,1040 00For
JPMorgan41,4420 00For
EA Series Trust39,7530 00For
MUTUAL FUND SERIES TRUST37,0170 00For
Bridge Builder Trust29,9380 00For
Prudential/PGIM28,0080 00For
Value Line Small Cap Opportunities Fund, Inc.27,5170 00For
Equitable27,1860 00For
TIAA26,0650 00For
Waddell & Reed26,0580 00For
SEI24,0380 00For
Victory Capital22,6430 00For
Columbia Threadneedle21,6360 00For

Showing the 25 largest of 105 asset managers. See all 105 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.

99.5% Majority: yes · of votes cast

FOR 99.5%
FOR: 9,891,481AGAINST: 46,918
Details: description as filed, official tally, votes by 105 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”): 9,891,481 for, 46,918 against, per its Form 8-K filed May 15, 2026 (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: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 105 asset managers below reported 5,044,202 for, 4,787 against, 1,302 abstained, 9,203 not voted.

FOR
FOR: 5,044,202AGAINST: 4,787ABSTAIN: 1,302NOT VOTED: 9,203
Largest asset managers voting on “Election of Directors: Steven P. Stanbrook” at Group 1 Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard1,326,0390 00For
BlackRock1,113,1080 00For
Fidelity478,8150 00For
Dimensional211,6800 00For
State Street210,9550 00For
John Hancock161,4120 00For
Delaware/Macquarie159,4210 00For
Charles Schwab148,1720 00For
Invesco146,6080 00For
MFS122,4630 00For
Jackson National71,3700 00For
Allspring56,7050 00For
FRANKLIN VALUE INVESTORS TRUST47,1040 00For
JPMorgan41,4420 00For
EA Series Trust39,7530 00For
MUTUAL FUND SERIES TRUST37,0170 00For
Bridge Builder Trust29,9380 00For
Prudential/PGIM28,0080 00For
Value Line Small Cap Opportunities Fund, Inc.27,5170 00For
Equitable27,1860 00For
TIAA26,0650 00For
Waddell & Reed26,0580 00For
SEI24,0380 00For
Victory Capital22,6430 00For
Columbia Threadneedle21,6360 00For

Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.

8. Elect Director: Anne Taylor

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 9,813,830AGAINST: 124,087
Details: description as filed, official tally, votes by 104 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”): 9,813,830 for, 124,087 against, per its Form 8-K filed May 15, 2026 (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 104 asset managers below reported 5,046,414 for, 1,302 abstained, 9,203 not voted.

FOR
FOR: 5,046,414ABSTAIN: 1,302NOT VOTED: 9,203
Largest asset managers voting on “Election of Directors: Anne Taylor” at Group 1 Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard1,326,0390 00For
BlackRock1,113,1080 00For
Fidelity478,8150 00For
Dimensional211,6800 00For
State Street210,9550 00For
John Hancock161,4120 00For
Delaware/Macquarie159,4210 00For
Charles Schwab148,1720 00For
Invesco146,6080 00For
MFS122,4630 00For
Jackson National71,3700 00For
Allspring56,7050 00For
FRANKLIN VALUE INVESTORS TRUST47,1040 00For
JPMorgan41,4420 00For
EA Series Trust39,7530 00For
MUTUAL FUND SERIES TRUST37,0170 00For
Bridge Builder Trust29,9380 00For
Prudential/PGIM28,0080 00For
Value Line Small Cap Opportunities Fund, Inc.27,5170 00For
Equitable27,1860 00For
TIAA26,0650 00For
Waddell & Reed26,0580 00For
SEI24,0380 00For
Victory Capital22,6430 00For
Columbia Threadneedle21,6360 00For

Showing the 25 largest of 104 asset managers. See all 104 in the interactive database.

9. Elect Director: Carin M. Barth

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

99.5% Majority: yes · of votes cast

FOR 99.5%
FOR: 9,887,545AGAINST: 48,800
Details: description as filed, official tally, votes by 104 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”): 9,887,545 for, 48,800 against, per its Form 8-K filed May 15, 2026 (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: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 104 asset managers below reported 5,034,086 for, 12,328 against, 1,302 abstained, 9,203 not voted.

FOR
FOR: 5,034,086AGAINST: 12,328ABSTAIN: 1,302NOT VOTED: 9,203
Largest asset managers voting on “Election of Directors: Carin M. Barth” at Group 1 Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard1,326,0390 00For
BlackRock1,113,1080 00For
Fidelity478,8150 00For
Dimensional211,6800 00For
State Street210,9550 00For
John Hancock161,4120 00For
Delaware/Macquarie159,4210 00For
Charles Schwab148,1720 00For
Invesco146,6080 00For
MFS122,4630 00For
Jackson National71,3700 00For
Allspring56,7050 00For
FRANKLIN VALUE INVESTORS TRUST47,1040 00For
JPMorgan41,4420 00For
EA Series Trust39,7530 00For
MUTUAL FUND SERIES TRUST37,0170 00For
Bridge Builder Trust29,9380 00For
Prudential/PGIM28,0080 00For
Value Line Small Cap Opportunities Fund, Inc.27,5170 00For
Equitable27,1860 00For
TIAA26,0650 00For
Waddell & Reed26,0580 00For
SEI24,0380 00For
Victory Capital22,6430 00For
Columbia Threadneedle21,6360 00For

Showing the 25 largest of 104 asset managers. See all 104 in the interactive database.

10. 4. Proposal to approve an amendment to the Company's Certificate of Incorporation to enable the adoption of a…

Official resultSHAREHOLDER RIGHTS AND DEFENSESReported outcome: Approved

Combines 3 wordings of this item as funds reported it.

99.1% Approved · of votes cast

FOR 99.1%
FOR: 9,364,373AGAINST: 82,757
Details: description as filed, official tally, votes by 105 asset managers

Description as filed by funds: Approve an Amendment to the Certificate of Incorporation to Enable the Adoption of a Shareholder Right to Call a Special Meeting of Shareholders.

Group 1 Automotive, Inc.’s own tally for this item (“4. Proposal to approve an amendment to the Company's Certificate of Incorporation to enable the adoption of a shareholder right to call a special meeting of shareholders”): 9,364,373 for, 82,757 against — passed, per its Form 8-K filed May 15, 2026 (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 enable the adoption of a shareholder right to call a special meeting of shareholders was approved based upon the following votes:”
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 105 asset managers below reported 4,895,741 for, 5,678 against, 148,872 abstained, 9,203 not voted.

FOR
FOR: 4,895,741AGAINST: 5,678ABSTAIN: 148,872NOT VOTED: 9,203
Largest asset managers voting on “Approve an Amendment to the Certificate of Incorporation to Enable the Adoption of a Shareholder Right to Call” at Group 1 Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard1,321,0393,203 1,7970For
BlackRock1,113,1080 00For
Fidelity478,8150 00For
Dimensional211,6800 00For
State Street210,689266 00For
John Hancock161,4120 00For
Delaware/Macquarie159,4210 00For
Charles Schwab148,1450 280For
Invesco146,6080 00For
MFS122,4630 00For
Jackson National65,0100 6,3600Mixed
Allspring56,7050 00For
FRANKLIN VALUE INVESTORS TRUST47,1040 00For
JPMorgan41,4420 00For
EA Series Trust39,7530 00For
MUTUAL FUND SERIES TRUST37,0170 00For
Bridge Builder Trust20,9380 9,0000Mixed
Prudential/PGIM28,0080 00For
Value Line Small Cap Opportunities Fund, Inc.00 27,5170Abstain
Equitable27,1860 00For
TIAA26,0650 00For
Waddell & Reed26,0580 00For
SEI1770 23,8610Abstain
Victory Capital22,6430 00For
Columbia Threadneedle21,6360 00For

Showing the 25 largest of 105 asset managers. See all 105 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 6 wordings of this item as funds reported it.

97% Approved · of votes cast

FOR 97%
FOR: 9,687,409AGAINST: 250,659
Details: description as filed, official tally, votes by 394 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”): 9,687,409 for, 250,659 against — passed, per its Form 8-K filed May 15, 2026 (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: 104 asset managers voting on “Advisory Vote to Approve Executive Compensation.” at Group 1 Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard1,322,8353,204 00For
BlackRock1,113,1080 00For
Fidelity478,8150 00For
Dimensional211,6800 00For
State Street210,597358 00For
John Hancock161,4120 00For
Delaware/Macquarie159,4210 00For
Charles Schwab148,1720 00For
Invesco146,6080 00For
MFS122,4630 00For
Jackson National71,3700 00For
Allspring56,7050 00For
FRANKLIN VALUE INVESTORS TRUST47,1040 00For
JPMorgan41,4420 00For
EA Series Trust39,7530 00For
MUTUAL FUND SERIES TRUST37,0170 00For
Bridge Builder Trust29,9380 00For
Prudential/PGIM28,0080 00For
Value Line Small Cap Opportunities Fund, Inc.27,5170 00For
Equitable27,1860 00For
TIAA26,0650 00For
Waddell & Reed26,0580 00For
SEI24,0380 00For
Victory Capital22,6430 00For
Columbia Threadneedle21,6360 00For

Fund voting reports, all 104 managers: 5,026,824 for, 22,117 against, 1,302 abstained, 9,203 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 313 asset managers voting on “Advisory Vote to Approve Executive Compensation.” at Group 1 Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Conifer Management, L.L.C.755,0320 00For
BlackRock535,8957,715 00For
John Hancock326,0580 00For
GEODE CAPITAL MANAGEMENT, LLC305,8770 00For
State Street248,1942,466 00For
Fidelity211,5260 00For
NOMURA INVESTMENT MANAGEMENT BUSINESS TRUST211,0170 00For
LAKEWOOD CAPITAL MANAGEMENT, LP193,1490 00For
MASSACHUSETTS FINANCIAL SERVICES CO /MA/182,4660 00For
Invesco164,5700 00For
Charles Schwab162,1210 00For
ADVENT INTERNATIONAL, L.P.144,1000 00For
Northern Trust126,288475 00For
GW&K Investment Management, LLC115,2820 00For
Vanguard107,0980 00For
Boston Partners103,5660 00For
Dimensional86,9470 00For
AMERIPRISE FINANCIAL INC85,8920 00For
MELLON INVESTMENTS Corp83,5350 00For
Allspring75,5400 00For
Goldman Sachs65,6850 00For
Point7262,3490 00For
PRINCIPAL GLOBAL INVESTORS60,8720 00For
FRANKLIN MUTUAL ADVISERS LLC57,2580 00For
PARAMETRIC PORTFOLIO ASSOCIATES LLC50,1240 00For

Institutional-manager reports, all 313 managers: 5,649,453 for, 134,054 against, 306 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 3 wordings of this item as funds reported it.

99.8% Approved · of votes cast

FOR 99.8%
FOR: 10,867,554AGAINST: 14,247
Details: description as filed, official tally, votes by 105 asset managers

Description as filed by funds: Appoint Deloitte & Touche LLP to Serve as Independent Auditor for 2026.

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, 2026”): 10,867,554 for, 14,247 against — passed, per its Form 8-K filed May 15, 2026 (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, 2026, was approved, based upon the following votes:”
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 105 asset managers below reported 5,044,317 for, 4,672 against, 1,302 abstained, 9,203 not voted.

FOR
FOR: 5,044,317AGAINST: 4,672ABSTAIN: 1,302NOT VOTED: 9,203
Largest asset managers voting on “Appoint Deloitte & Touche LLP to Serve as Independent Auditor for 2026.” at Group 1 Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard1,326,0390 00For
BlackRock1,113,1080 00For
Fidelity478,8150 00For
Dimensional211,6800 00For
State Street210,9550 00For
John Hancock161,4120 00For
Delaware/Macquarie159,4210 00For
Charles Schwab148,1720 00For
Invesco146,6080 00For
MFS122,4630 00For
Jackson National71,3700 00For
Allspring56,7050 00For
FRANKLIN VALUE INVESTORS TRUST47,1040 00For
JPMorgan41,4420 00For
EA Series Trust39,7530 00For
MUTUAL FUND SERIES TRUST37,0170 00For
Bridge Builder Trust29,9380 00For
Prudential/PGIM28,0080 00For
Value Line Small Cap Opportunities Fund, Inc.27,5170 00For
Equitable27,1860 00For
TIAA26,0650 00For
Waddell & Reed26,0580 00For
SEI24,0380 00For
Victory Capital22,6430 00For
Columbia Threadneedle21,6360 00For

Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.

13. 5. Shareholder proposal to give shareholders an ability to call for a special shareholder meeting

Official resultSHAREHOLDER RIGHTS AND DEFENSESReported outcome: Not approved

Combines 2 wordings of this item as funds reported it.

25% Not approved · of votes cast

FOR 25%AGAINST
FOR: 2,515,546AGAINST: 7,417,450
Details: description as filed, official tally, votes by 103 asset managers

Description as filed by funds: Shareholder Proposal: Give Shareholders an Ability to Call for a Special Shareholder Meeting.

Group 1 Automotive, Inc.’s own tally for this item (“5. Shareholder proposal to give shareholders an ability to call for a special shareholder meeting”): 2,515,546 for, 7,417,450 against — failed, per its Form 8-K filed May 15, 2026 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “Proposal 5: The shareholder proposal to give shareholders an ability to call for a special shareholder meeting was not approved based on the following votes:”
Support: 25% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 103 asset managers below reported 829,498 for, 4,216,040 against, 1,302 abstained, 11 not voted.

FORAGAINST
FOR: 829,498AGAINST: 4,216,040ABSTAIN: 1,302NOT VOTED: 11
Largest asset managers voting on “Shareholder Proposal: Give Shareholders an Ability to Call for a Special Shareholder Meeting.” at Group 1 Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard5,0151,321,024 00Against
BlackRock01,113,108 00Against
Fidelity0478,815 00Against
Dimensional0211,680 00Against
State Street3,107207,848 00Against
John Hancock3,572157,840 00Against
Delaware/Macquarie159,4210 00For
Charles Schwab28148,145 00Against
Invesco146,6080 00For
MFS0122,463 00Against
Jackson National6,36065,010 00Mixed
Allspring056,705 00Against
FRANKLIN VALUE INVESTORS TRUST47,1040 00For
JPMorgan041,442 00Against
EA Series Trust039,753 00Against
MUTUAL FUND SERIES TRUST037,017 00Against
Bridge Builder Trust10,92519,013 00Mixed
Prudential/PGIM26,3331,675 00Mixed
Value Line Small Cap Opportunities Fund, Inc.27,5170 00For
Equitable9,07718,109 00Mixed
TIAA026,065 00Against
Waddell & Reed26,0580 00For
SEI24,0380 00For
Victory Capital22,6430 00For
Columbia Threadneedle21,6360 00For

Showing the 25 largest of 103 asset managers. See all 103 in the interactive database.

Largest Group 1 Automotive, Inc. shareholders voting in 2025-2026

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 11,898,193 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.”, 2025-2026
#Asset manager % of shares outstanding
1Vanguard 11.14%
2BlackRock 9.36%
3Fidelity 4.02%
4Dimensional 1.78%
5State Street 1.77%
6John Hancock 1.36%
7Delaware/Macquarie 1.34%
8Charles Schwab 1.25%
9Invesco 1.23%
10MFS 1.03%
Institutional-manager reports: top Group 1 Automotive, Inc. shareholders by shares voted on “Advisory Vote to Approve Executive Compensation.”, 2025-2026
#Asset manager % of shares outstanding
1Conifer Management, L.L.C. 6.35%
2BlackRock 4.57%
3John Hancock 2.74%
4GEODE CAPITAL MANAGEMENT, LLC 2.57%
5State Street 2.11%
6Fidelity 1.78%
7NOMURA INVESTMENT MANAGEMENT BUSINESS TRUST 1.77%
8LAKEWOOD CAPITAL MANAGEMENT, LP 1.62%
9MASSACHUSETTS FINANCIAL SERVICES CO /MA/ 1.53%
10Invesco 1.38%

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 2025-2026 proxy season
Holder % outstanding Disclosure
BlackRock 16.15% 13F
Conifer Management, L.L.C. 12.71% 13D
Vanguard Group 11.83% 13F
Vanguard Portfolio Management 5.99% 13G
Dimensional Fund Advisors 5.79% 13F
State Street 4.09% 13F
FMR (Fidelity) 3.47% 13F
Morgan Stanley 1.77% 13F
Goldman Sachs 1.22% 13F
BANK OF AMERICA CORP /DE/ 0.78% 13G

Percentages above are of 11,898,193 shares outstanding, as reported by Group 1 Automotive, Inc. on its Form 10-Q dated April 24, 2026 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 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 24, 2026. 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 12, 2026, in the 2025-2026 proxy season, 394 asset managers reported how they voted on 13 ballot items in their SEC Form N-PX filings, covering 5,548 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 15, 2026.

Group 1 Automotive, Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).

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