Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 1, 2021, the Board of Directors (the "Board") of Group 1 Automotive, Inc., a Delaware corporation (the "Company"), appointed Steven C. Mizell to the Board, as disclosed in the Company's Current Report on Form 8-K filed on March 5, 2021, which is incorporated herein by reference.

On May 12, 2021, Mr. Mizell was appointed by the Board to serve on the Company's Compensation and Human Resources Committee and the Governance & Corporate Responsibility Committee.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2021 Annual Meeting of the Stockholders of Group 1 Automotive, Inc. was held on May 12, 2021 (the "Annual Meeting"). At the Annual Meeting, the stockholders voted on the following three proposals and cast their votes as set forth below.

Proposal 1

The nine director nominees named in the Company's proxy statement were elected as directors to serve until the 2022 Annual Meeting of Stockholders or until their successors are duly elected and qualified, based upon the following votes:



Nominee             For        Withheld
Carin M. Barth      15,699,449 128,560
Earl J. Hesterberg  15,817,427 10,582
Steven C. Mizell    15,724,062 103,947
Lincoln Pereira     15,813,214 14,795
Stephen D. Quinn    15,427,238 400,771
Steven P. Stanbrook 15,741,587 86,422
Charles L. Szews    15,690,168 137,841
Anne Taylor         15,374,400 453,609
MaryAnn Wright      15,674,779 153,230




Proposal 2

The compensation of the Company's Named Executive Officers was approved, on a non-binding advisory basis, based upon the following votes:



For Against AbstainBroker Non-Votes
15,279,077531,27917,653959,885



Proposal 3

The ratification of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2021 was approved, based upon the following votes:




For Against Abstain

16,772,12312,9942,777






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Item 8.01 Other Events.

On May 11, 2021, the Company announced that its Board approved a cash dividend of $0.33 per share for the first quarter of 2021, payable on June 15, 2021 to stockholders of record on June 1, 2021.

A copy of the press release announcing the cash dividend is attached hereto as Exhibit 99.1.

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