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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 (Item 5.07 on EDGAR). Page generated 02 October 2026.

  • 14Reported items
  • 394Asset managers
  • 5,781Fund votes
  • 2025-05-13Meeting date

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 (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 2025-05-13
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Elect Director: Carin M. Barth 11,318,03862,95110,677 --780,534 Majority: yes
Elect Director: Daryl A. Kenningham 11,328,32461,2132,129 --780,534 Majority: yes
Elect Director: Steven C. Mizell 11,314,37864,30412,984 --780,534 Majority: yes
Elect Director: Lincoln Pereira Filho 11,330,59257,0903,984 --780,534 Majority: yes
Elect Director: Stephen D. Quinn 11,116,895272,2672,504 --780,534 Majority: yes
Elect Director: Steven P. Stanbrook 11,321,26967,8932,504 --780,534 Majority: yes
Elect Director: Charles L. Szews 11,157,272231,3693,025 --780,534 Majority: yes
Elect Director: Anne Taylor 11,267,477114,6299,560 --780,534 Majority: yes
Elect Director: MaryAnn Wright 11,129,615259,5242,527 --780,534 Majority: yes
Proposal 2: The compensation of the Company's Named Executive Officers was approved, on a non-binding advisory basis, based upon the following votes: 11,079,377306,7925,497 --780,534 Majority: yes
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: 12,166,3293,0332,838 ---- Majority: yes
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: 11,375,11713,8652,684 --780,534 Majority: yes
Proposal 5: The shareholder proposal seeking a simple majority vote was not approved based on the following votes: 5,274,1366,104,24213,288 --780,534 Majority: no

Source: GROUP 1 AUTOMOTIVE INC., Form 8-K — read the filing on EDGAR.

How asset managers voted at the GROUP 1 AUTOMOTIVE INC. 2024-2025 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. 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. Advisory Vote to Approve Executive Compensation.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2025-05-13.

Combines 7 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 11,079,377AGAINST: 306,792

GROUP 1 AUTOMOTIVE INC.’s own tally for this item (“Proposal 2: The compensation of the Company's Named Executive Officers was approved, on a non-binding advisory basis, based upon the following votes:”): 11,079,377 for, 306,792 against, per its Form 8-K (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. Of all 12,934,719 outstanding shares: 86% for, 2% against (88% of the company cast a for/against vote).

The 389 asset managers below cast 98% of the shares they voted on this item FOR. Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the company's reported shares outstanding.

FOR 98%
FOR: 98.1%AGAINST: 1.8%ABSTAIN: 0.0%NOT VOTED: 0.0%
Largest asset managers voting on “Advisory Vote to Approve Executive Compensation.” at GROUP 1 AUTOMOTIVE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard1,444,821432 00For
BlackRock1,304,6520 00For
Fidelity1,279,2170 00For
John Hancock761,2140 00For
Dimensional744,2310 00For
State Street683,4794,455 00For
Conifer Management, L.L.C.568,4240 00For
AllianceBernstein447,3920 00For
T. Rowe Price404,9990 00For
GEODE CAPITAL MANAGEMENT, LLC310,9740 00For
Thrivent309,8180 00For
Charles Schwab298,2910 00For
ADVENT INTERNATIONAL, L.P.203,9510 00For
Invesco193,3350 00For
MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST192,0180 00For
AMERIPRISE FINANCIAL INC187,5020 00For
Delaware/Macquarie178,8100 00For
Calvert166,1874,250 00For
GW&K Investment Management, LLC158,0960 00For
Northern Trust119,727550 00For
LAKEWOOD CAPITAL MANAGEMENT, LP114,4760 00For
JPMorgan103,3110 00For
MELLON INVESTMENTS Corp96,3310 00For
NORTHERN LIGHTS FUND TRUST II94,3350 00For
Goldman Sachs86,5230 00For

Showing the 25 largest of 389 asset managers. See all 389 in the interactive database.

2. Approve an Amendment to the Certificate of Incorporation to Eliminate Supermajority Requirements to Amend the Certificate of Incorporation.

CORPORATE GOVERNANCEMajority of the votes cast: yes

Meeting held 2025-05-13.

Combines 5 wordings of this item as funds reported it.

99.8% Majority: yes · of votes cast

FOR 99.8%
FOR: 11,375,117AGAINST: 13,865

GROUP 1 AUTOMOTIVE INC.’s own tally for this item (“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:”): 11,375,117 for, 13,865 against, per its Form 8-K (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. Of all 12,934,719 outstanding shares: 88% for, 0.2% against (88% of the company cast a for/against vote).

The 117 asset managers below cast 99.9% of the shares they voted on this item FOR (6,584,948 for, 0 against).

FOR 99.9%
FOR: 6,584,948 (100.0%)AGAINST: 0 (0.0%)ABSTAIN: 0 (0.0%)NOT VOTED: 1,506 (0.0%)
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.

3. Election of Directors: Charles L. Szews

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-13.

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 11,157,272AGAINST: 231,369

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 (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. Of all 12,934,719 outstanding shares: 86% for, 2% against (88% of the company cast a for/against vote).

The 116 asset managers below cast 98% of the shares they voted on this item FOR (6,411,924 for, 108,517 against).

FOR 98%
FOR: 6,411,924 (98.3%)AGAINST: 108,517 (1.7%)ABSTAIN: 1,303 (0.0%)NOT VOTED: 1,506 (0.0%)
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 00For
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.

4. Election of Directors: Daryl A. Kenningham

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-13.

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

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 (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. Of all 12,934,719 outstanding shares: 88% for, 0.5% against (88% of the company cast a for/against vote).

The 116 asset managers below cast 99.8% of the shares they voted on this item FOR (6,513,482 for, 6,959 against).

FOR 99.8%
FOR: 6,513,482 (99.9%)AGAINST: 6,959 (0.1%)ABSTAIN: 1,303 (0.0%)NOT VOTED: 1,506 (0.0%)
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.

5. Election of Directors: Lincoln Pereira Filho

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-13.

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

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 (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. Of all 12,934,719 outstanding shares: 88% for, 0.5% against (88% of the company cast a for/against vote).

The 116 asset managers below cast 99.9% of the shares they voted on this item FOR (6,520,235 for, 206 against).

FOR 99.9%
FOR: 6,520,235 (100.0%)AGAINST: 206 (0.0%)ABSTAIN: 1,303 (0.0%)NOT VOTED: 1,506 (0.0%)
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.

6. Election of Directors: MaryAnn Wright

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-13.

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 11,129,615AGAINST: 259,524

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 (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. Of all 12,934,719 outstanding shares: 86% for, 2% against (88% of the company cast a for/against vote).

The 116 asset managers below cast 99% of the shares they voted on this item FOR (6,501,285 for, 82,356 against).

FOR 99%
FOR: 6,501,285 (98.7%)AGAINST: 82,356 (1.3%)ABSTAIN: 1,303 (0.0%)NOT VOTED: 1,506 (0.0%)
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.

7. Election of Directors: Stephen D. Quinn

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-13.

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 11,116,895AGAINST: 272,267

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 (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. Of all 12,934,719 outstanding shares: 86% for, 2% against (88% of the company cast a for/against vote).

The 116 asset managers below cast 99.5% of the shares they voted on this item FOR (6,494,040 for, 26,401 against).

FOR 99.5%
FOR: 6,494,040 (99.6%)AGAINST: 26,401 (0.4%)ABSTAIN: 1,303 (0.0%)NOT VOTED: 1,506 (0.0%)
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 00For

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

8. Election of Directors: Steven C. Mizell

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-13.

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

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 (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. Of all 12,934,719 outstanding shares: 87% for, 0.5% against (88% of the company cast a for/against vote).

The 116 asset managers below cast 99.9% of the shares they voted on this item FOR (6,513,482 for, 0 against).

FOR 99.8%
FOR: 6,513,482 (99.9%)AGAINST: 0 (0.0%)ABSTAIN: 8,262 (0.1%)NOT VOTED: 1,506 (0.0%)
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.

9. Election of Directors: Steven P. Stanbrook

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-13.

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

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 (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. Of all 12,934,719 outstanding shares: 88% for, 0.6% against (88% of the company cast a for/against vote).

The 116 asset managers below cast 99.9% of the shares they voted on this item FOR (6,520,235 for, 206 against).

FOR 99.9%
FOR: 6,520,235 (100.0%)AGAINST: 206 (0.0%)ABSTAIN: 1,303 (0.0%)NOT VOTED: 1,506 (0.0%)
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.

10. Ratification of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 2025.

AUDIT-RELATEDMajority of the votes cast: yes

Meeting held 2025-05-13.

Combines 4 wordings of this item as funds reported it.

99.9% Majority: yes · of votes cast

FOR 99.9%
FOR: 12,166,329AGAINST: 3,033

GROUP 1 AUTOMOTIVE INC.’s own tally for this item (“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:”): 12,166,329 for, 3,033 against, per its Form 8-K (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. Of all 12,934,719 outstanding shares: 94% for, 0.1% against (94% of the company cast a for/against vote).

The 116 asset managers below cast 99.9% of the shares they voted on this item FOR (6,583,641 for, 0 against).

FOR 99.9%
FOR: 6,583,641 (100.0%)AGAINST: 0 (0.0%)ABSTAIN: 1,303 (0.0%)NOT VOTED: 1,506 (0.0%)
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.

11. Shareholder Proposal: Simple Majority Vote.

CORPORATE GOVERNANCEMajority of the votes cast: no

Meeting held 2025-05-13.

Combines 4 wordings of this item as funds reported it.

46.4% Majority: no · of votes cast

FOR 46.4%AGAINST 53.6%
FOR: 5,274,136AGAINST: 6,104,242

GROUP 1 AUTOMOTIVE INC.’s own tally for this item (“Proposal 5: The shareholder proposal seeking a simple majority vote was not approved based on the following votes:”): 5,274,136 for, 6,104,242 against, per its Form 8-K (Item 5.07). FOR was not 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. Of all 12,934,719 outstanding shares: 41% for, 47.2% against (88% of the company cast a for/against vote).

The 116 asset managers below cast 44% of the shares they voted on this item FOR (2,867,644 for, 3,715,997 against).

FOR 44%AGAINST 56%
FOR: 2,867,644 (43.5%)AGAINST: 3,715,997 (56.4%)ABSTAIN: 1,303 (0.0%)NOT VOTED: 1,506 (0.0%)
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 00Against
Delaware/Macquarie178,8100 00For
T. Rowe Price158,2630 00For
Thrivent12,334142,077 00Against
Charles Schwab0141,857 00Against
AllianceBernstein137,5360 00For
NORTHERN LIGHTS FUND TRUST II094,335 00Against
Calvert82,1500 00For
Invesco70,3710 00For
Jackson National38,62321,402 00For
Columbia Threadneedle52,4490 00For
AMG FUNDS040,769 00Against
Equitable15,44122,519 00Against
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 00Against

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

12. Election of Directors: Anne Taylor

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-13.

Combines 2 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 11,267,477AGAINST: 114,629

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 (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. Of all 12,934,719 outstanding shares: 87% for, 0.9% against (88% of the company cast a for/against vote).

The 115 asset managers below cast 99.9% of the shares they voted on this item FOR (6,576,220 for, 206 against).

FOR 99.8%
FOR: 6,576,220 (99.8%)AGAINST: 206 (0.0%)ABSTAIN: 8,262 (0.1%)NOT VOTED: 1,506 (0.0%)
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.

13. Election of Directors: Carin M. Barth

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-13.

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

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 (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. Of all 12,934,719 outstanding shares: 88% for, 0.5% against (88% of the company cast a for/against vote).

The 115 asset managers below cast 99.9% of the shares they voted on this item FOR (6,563,679 for, 206 against).

FOR 99.9%
FOR: 6,563,679 (100.0%)AGAINST: 206 (0.0%)ABSTAIN: 1,303 (0.0%)NOT VOTED: 1,506 (0.0%)
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.

14. Approve Remuneration Policy

SECTION 14A SAY-ON-PAY VOTES

Reported under meeting date 2024-11-15; no official results on file for that date.

0% fund support · no official result

AGAINST 100%

The 2 asset managers below cast 0% of the shares they voted on this item FOR (0 for, 283,277 against).

AGAINST: 283,277 (100.0%)
Largest asset managers voting on “Approve Remuneration Policy” at GROUP 1 AUTOMOTIVE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
ALGEBRIS (UK) LTD0264,000 00Against
Dimensional019,277 00Against

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

Ranked by the number of GROUP 1 AUTOMOTIVE INC. shares each manager voted on the most widely held ballot item of the 2024-2025 meeting, shown as a share of the 12,934,719 shares outstanding at the time of that meeting.

Top GROUP 1 AUTOMOTIVE INC. shareholders by shares voted, 2024-2025
#Asset manager % of shares outstanding
1Vanguard 11.17%
2BlackRock 10.09%
3Fidelity 9.89%
4John Hancock 5.89%
5Dimensional 5.75%
6State Street 5.32%
7Conifer Management, L.L.C. 4.39%
8AllianceBernstein 3.46%
9T. Rowe Price 3.13%
10GEODE CAPITAL MANAGEMENT, LLC 2.40%

Reported GROUP 1 AUTOMOTIVE INC. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

GROUP 1 AUTOMOTIVE INC. beneficial owners on record 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 2025-04-22 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, 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 2025-04-22. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At GROUP 1 AUTOMOTIVE INC.'s shareholder meeting held 2025-05-13, in the 2024-2025 proxy season, 394 asset managers reported how they voted in their SEC Form N-PX filings, covering 5,781 separate fund positions. Their filings are grouped here into 14 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. — FOR was 97% 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), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: GROUP 1 AUTOMOTIVE INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission (filing date not recorded for this item).

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