GPI 10-K Annual Report Dec. 31, 2017 | Alphaminr
GROUP 1 AUTOMOTIVE INC

GPI 10-K Fiscal year ended Dec. 31, 2017

GROUP 1 AUTOMOTIVE INC
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PROXIES
DEF 14A
Filed on April 5, 2024
DEF 14A
Filed on April 17, 2023
DEF 14A
Filed on April 12, 2022
DEF 14A
Filed on April 6, 2021
DEF 14A
Filed on April 8, 2020
DEF 14A
Filed on April 11, 2019
DEF 14A
Filed on April 12, 2018
DEF 14A
Filed on April 10, 2017
DEF 14A
Filed on April 8, 2016
DEF 14A
Filed on April 13, 2015
DEF 14A
Filed on April 10, 2014
DEF 14A
Filed on April 12, 2013
DEF 14A
Filed on March 28, 2012
DEF 14A
Filed on April 1, 2011
DEF 14A
Filed on April 8, 2010
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Company S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement Schedules

Exhibits

3.1 Amended and Restated Certificate of Incorporation of Group 1 Automotive, Inc. (incorporated by reference to Exhibit 3.1 of Group 1 Automotive, Inc.s Current Report on Form 8-K (File No. 001-13461) filed May 22, 2015) 3.3 Third Amended and Restated Bylaws of Group 1 Automotive, Inc. (incorporated by reference to Exhibit 3.2 of Group 1 Automotive, Inc.s Current Report on Form 8-K (File No. 001-13461) filed April 6, 2017) 4.2 Indenture, dated as of June 2, 2014, by and among Group 1 Automotive, Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Group 1 Automotive, Inc.s Current Report on Form 8-K (File No. 001-13461) filed June 2, 2014) 4.4 Registration Rights Agreement, dated as of June 2, 2014, by and among Group 1 Automotive, Inc., the guarantors party thereto and J.P. Morgan Securities LLC, as representative of the initial purchasers named therein (incorporated by reference to Exhibit 4.3 to Group 1 Automotive, Inc.s Current Report on Form 8-K (File No. 001-13461) filed June 2, 2014) 4.5 Registration Rights Agreement, dated as of September 9, 2014, by and among Group 1 Automotive, Inc., the guarantors party thereto and J.P. Morgan Securities LLC, as representative of the initial purchasers named therein (incorporated by reference to Exhibit 4.1 to Group 1 Automotive, Inc.s Current Report on Form 8-K (File No. 001-13461) filed September 11, 2014) 4.6 Indenture, dated as of December 8, 2015, by and among Group 1 Automotive, Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Group 1 Automotive, Inc.s Current Report on Form 8-K (File No. 001-13461) filed December 9, 2015 4.7 Form of 5.250% Senior Notes due 2023 (incorporated by reference to Exhibit 4.2 to Group 1 Automotive, Inc.s Current Report on Form 8-K (File No. 001-13461) filed December 9, 2015) 10.1 Ninth Amended and Restated Revolving Credit Agreement, dated effective as of June 20, 2013, among Group 1 Automotive, Inc., the Subsidiary Borrowers listed therein, the Lenders listed therein, JPMorgan Chase Bank, N.A., as Administrative Agent, Comerica Bank, as Floor Plan Agent and Bank of America, N.A., as Syndication Agent (Incorporated by reference to Exhibit 10.1 of Group 1 Automotive, Inc.s Current Report on Form 8-K (File No. 001-13461) filed June 26, 2013) 10.2 Stockholders Agreement dated as of February 28, 2013, by and among Group 1 Automotive, Inc. and former shareholders of UAB Motors Participaes S.A. named therein (Incorporated by reference to Exhibit 10.1 of Group 1 Automotive, Inc.s Current Report on Form 8-K (File No. 001-13461) filed March 5, 2013) 10.16* Policy on Payment or Recoupment of Performance-Based Cash Bonuses and Performance-Based Stock Bonuses in the Event of Certain Restatement (Incorporated by reference to the section titled Policy on Payment or Recoupment of Performance-Based Cash Bonuses and Performance-Based Stock Bonuses in the Event of Certain Restatement in Item5.02 of Group 1 Automotive, Inc.s Current Report on Form8-K (File No.13461)filed November16, 2009) 10.17* Form of Indemnification Agreement of Group 1 Automotive, Inc. (Incorporated by reference to Exhibit10.1 of Group 1 Automotive, Inc.s Current Report on Form8-K (File No.001-13461) filed November13, 2007) 10.18* Group 1 Automotive, Inc. 2017 Short Term Incentive Plan Guidelines (incorporated by reference to Exhibit 10.1 to Group 1 Automotive, Inc.'s Current Report on Form 8-K (File No. 001-134561) filed March 3, 2017) 10.23* Third Amendment to Group 1 Automotive, Inc. Deferred Compensation Plan, as Amended and Restated, effective January1, 2008 (Incorporated by reference to Exhibit10.1 of Group 1 Automotive, Inc.s Current Report on Form8-K (File No.001-13461) filed November 15, 2010) 10.24* Group 1 Automotive, Inc. 2007 Long Term Incentive Plan (As Amended and Restated Effective as of March 11, 2010) (Incorporated by reference to Exhibit A to Group 1 Automotive, Inc.s definitive proxy statement on Schedule 14A filed on April 8, 2010) 10.25* Group 1 Automotive, Inc. 2014 Long Term Incentive Plan (incorporated by reference to Appendix A to Group 1 Automotive, Inc.s definitive proxy statement on Schedule 14A filed April 10, 2014) 10.26* Form of Restricted Stock Agreement for Employees (Incorporated by reference to Exhibit10.2 of Group 1 Automotive, Inc.s Current Report on Form8-K (File No.001-13461) filed March16, 2005) 10.27* Form of Senior Executive Officer Restricted Stock Agreement (Incorporated by reference to Exhibit 10.3 of Group 1 Automotive, Inc.s Current Report on Form 8-K (File No. 001-13461) filed September 9, 2010) 10.29* Form of Phantom Stock Agreement for Employees (Incorporated by reference to Exhibit10.3 of Group1 Automotive, Inc.s Current Report on Form8-K (File No.001-13461) filed March16, 2005) 10.31* Form of Phantom Stock Agreement for Non-Employee Directors (Incorporated by reference to Exhibit10.5 of Group 1 Automotive, Inc.s Current Report on Form8-K (File No.001-13461) filed March16, 2005) 10.32* Employment Agreement dated effective May 19, 2015 between Group 1 Automotive, Inc. and Earl J. Hesterberg (incorporated by reference to Exhibit 10.1 to Group 1 Automotive, Inc.s Current Report on Form 8-K (File No. 001-13461) filed May 22, 2015) 10.33* Non-Compete Agreement dated effective May 19, 2015 between Group 1 Automotive, Inc. and Earl J. Hesterberg (incorporated by reference to Exhibit 10.2 to Group 1 Automotive, Inc.s Current Report on Form 8-K (File No. 001-13461) filed May 22, 2015) 10.36* Employment Agreement dated January1, 2009 between Group 1 Automotive, Inc. and John C. Rickel (Incorporated by reference to Exhibit10.1 of Group 1 Automotive, Inc.s Current Report on Form8-K (File No.001-13461) filed March17, 2009) 10.37* Incentive Compensation and Non-Compete Agreement dated June2, 2006 between Group 1 Automotive, Inc. and John C. Rickel (Incorporated by reference to Exhibit10.2 of Group 1 Automotive, Inc.s Current Report on Form8-K (File No.001-13461) filed June7, 2006) 10.38* Employment Agreement dated effective as of December1, 2009 between Group 1 Automotive, Inc. and Darryl M. Burman (Incorporated by reference to Exhibit10.1 of Group 1 Automotive, Inc.s Current Report on Form8-K (File No.001-13461) filed November16, 2009) 10.39* Incentive Compensation and Non-Compete Agreement dated December1, 2006 between Group 1 Automotive, Inc. and Darryl M. Burman (Incorporated by reference to Exhibit10.2 of Group 1 Automotive, Inc.s Current Report on Form8-K/A (File No.001-13461) filed December1, 2006) 10.41* Group 1 Automotive, Inc. Aircraft Usage Policy 12.1 Statement re Computation of Ratios 21.1 Group 1 Automotive, Inc. Subsidiary List 23.1 Consent of Ernst& Young LLP 31.1 Certification of Chief Executive Officer Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 32.1** Certification of Chief Executive Officer Pursuant to Section906 of the Sarbanes-Oxley Act of 2002 32.2** Certification of Chief Financial Officer Pursuant to Section906 of the Sarbanes-Oxley Act of 2002