Group 1 Automotive Shareholders Approve Governance Reforms and Dividend at 2025 Annual Meeting

Group 1 Automotive, Inc. shareholders approved key corporate governance changes during the company’s 2025 Annual Meeting. A significant outcome was the approval of amendments to the company’s Certificate of Incorporation, eliminating the supermajority voting requirement. The revised structure allows future amendments to certain governance provisions—such as director removal and shareholder meeting rules—by a simple majority vote rather than an 80% supermajority.

Additionally, all nine director nominees were re-elected to serve until the 2026 Annual Meeting, and shareholders approved, on an advisory basis, the compensation of the company’s named executive officers. The selection of Deloitte & Touche LLP as the independent auditor for the fiscal year ending December 31, 2025, was also ratified.

A separate shareholder proposal seeking to implement a simple majority vote standard in all company matters was not approved.

Group 1’s Board of Directors also declared a quarterly cash dividend of $0.50 per share, payable on June 16, 2025, to shareholders of record as of June 2, 2025.

Group 1 Automotive, Inc. announced that Michael D. Jones, Senior Vice President – Aftersales, will retire from his officer position on September 1, 2025. He will remain with the company as a part-time employee until December 31, 2025. During this period, he will receive his regular salary and be eligible for a prorated annual bonus. As he qualifies for the "Qualified Retirement" provisions of his restricted stock awards, he will continue to vest in these awards post-retirement, provided he adheres to confidentiality, non-competition, and non-solicitation agreements.

Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), a Fortune 250 automotive retailer with 259 dealerships located in the U.S. and U.K., today reported financial results for the fourth quarter of 2024 (“current quarter”) and full year 2024 (“current year”).
“Our U.S. team continues to execute at a high level. Our parts and service revenue growth of 12.2% was the best quarter in the last four quarters. SG&A leverage was outstanding, and our new vehicle PRUs were up sequentially on a U.S. as reported basis. Also, we are realizing the benefits of some exceptional acquisitions and prudent divestitures. Over the last year, because of our excellent relationships with our OEM partners, we’ve added great brands like Lexus, Honda, Mercedes-Benz, and Toyota in some great U.S. markets,” said Daryl Kenningham, Group 1’s President and Chief Executive Officer.
“Our U.K. team is better positioned today than at any time in our history, with exceptional brand partners and a portfolio of dealerships that provide us geographic diversification across a broader U.K. market,” said Daryl Kenningham. “Our ongoing restructuring actions to integrate Inchcape Retail stores which began in the fourth quarter of 2024 will ultimately position us to capture the full value of this acquisition.”
Reconciliations for financial results, non-GAAP metrics, and diluted earnings per common share between continuing and discontinued operations are included in the accompanying financial tables.
Current Quarter Results Overview
•Total revenues for the current quarter were $5.5 billion, a 23.8% increase compared to $4.5 billion for the fourth quarter of 2023 (“prior year quarter”).
•Net income from continuing operations for the current quarter was $94.6 million, a 13.1% decrease compared to $108.8 million for the prior year quarter.
•Current quarter adjusted net income from continuing operations (a non-GAAP measure) was $133.9 million, a 2.1% increase compared to $131.2 million for the prior year quarter. Net income from continuing operations for the current quarter included impairment charges of $33.0 million primarily attributable to franchise rights intangible assets for four dealerships in the U.S.
•Current quarter diluted earnings per common share from continuing operations was $7.08, a 10.1% decrease compared to $7.87 for the prior year quarter. Current quarter adjusted diluted earnings per common share from continuing operations (a non-GAAP measure) was $10.02, a 5.5% increase compared to $9.50 for the prior year quarter.