UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

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GROUP 1 AUTOMOTIVE, INC.

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April 8, 2020

 Dear Fellow Shareholder

Dear Fellow Stockholder:

YouWe are cordially invitedpleased to invite you to attend Group 1 Automotive’s 20202022 Annual Meeting of StockholdersShareholders to be held at the Company’s Sterling McCall Lexus dealership, 10025 Southwest Freeway, Houston, Texas 77074,virtually on Wednesday, May 13, 2020,18, 2022, at 10:00 a.m. Central Daylight Saving Time. However, as you are aware,Please see the outbreakNotice of COVID-19 (coronavirus) has affected our business operationsAnnual Meeting for more information on how to attend and participate in eachthe Annual Meeting.

OVERVIEW

Fiscal year 2021 was another record year for Group 1 Automotive. Despite the ongoing pandemic and well documented supply-chain disruptions, we were able to achieve significant growth in most of our three global markets. Concerningfinancial metrics.

Key accomplishments included: (i) revenue of $13.8 billion, an increase of 27%, (ii) adjusted earnings per share of $35.02, an increase of 94%, (iii) adjusted net income of $642 million, an increase of 93%, and (iv) $755.5 million adjusted operating cash flow, an increase of 50%⁽¹⁾. These results were attributable to expanded margins in our Annual Meeting, we are currently anticipating that the Meeting will be held at the timenew and place described above. We will comply with all applicable federal, stateused vehicle sales, continued growth in our aftersales and local laws pertaining to social distancingfinance and limitations on group gatheringsinsurance businesses, and will make the appropriate accommodation to comply therewith. Additionally, should you not feel comfortable in attending our meeting in person, please feel free to submitstrong cost control. As a question by 5:00 p.m., CST, Tuesday, May 12, 2020 to our head of Investor Relations, Sheila Roth atir@group1auto.comand all efforts will made to respond by the close of business on the dayresult of our Annual Meeting.

The agenda for2021 financial performance, the 2020 Annual MeetingCompany generated strong cash flow which allowed us to grow the business by acquisitions as well as the repurchase of Stockholders includes a vote to: (i) approve the nominees forapproximately 6% of our board of directors named in the proxy statement; (ii) approve, on a non-binding advisory basis, our executive compensation; (iii) approve an amendment to the Group 1 Automotive, Inc. 2014 Long Term Incentive Plan; and, (iv) approve Deloitte & Touche LLP as our independent registered public accountants for 2020. Management will also be available to review the Company’s business and financial performance.

shares.

The Company had a very good 2019, which included all-time record revenuecompleted major acquisitions in both our U.S. and U.K. markets in 2021, resulting in an increase in our total dealership count as of $12.0December 31, 2021 to 218 from 184 at year-end 2020. The Company increased its footprint in the northeast United States with the acquisition of 33 dealerships, further diversifying our geographic footprint in the United States. In the United Kingdom, the Company added additional scale with the acquisition of 7 dealerships. These transactions represented, in the aggregate, $2.5 billion and strong growth in earnings. This performance is more impressive when you take into context that bothof annualized revenues. The Company also announced the divesture of our key markets experienced slowing newBrazilian operations with an expected closing date in the second quarter of 2022.

INITIATIVES

In 2021, we continued our work to prepare for increasing sales volumes of alternative fuel and electric vehicles (“EV”) by working with local utility companies and auto manufacturers to increase vehicle sales volumes. The Company achieved these results by focusing on the controllable elementscharging capacity. We also made additional investments in EV service equipment and training for our employees.

In furtherance of our business model, including leveraging revenue growth, optimizing cost control, refining brand diversity, enhancing digital marketing,Human Capital initiatives, we appointed our first Chief Diversity Officer in May 2021 to continue the development and capitalizing on the experience and expertise within our overall management team.

As of this proxy statement’s record date, the Company has experienced significant stock price decline since the end of 2019, consistent with its peer companies and the broader industry, due largely to the COVID-19 (coronavirus) outbreak. As described further herein, the Company’s executive compensation programs are designed to strongly align realized compensation with the Company’s financial and operational goals. However, due to the virus outbreak, management has already taken certain steps to better align those compensation programs in anticipation of reduced performances in numerous aspectsexecution of our businesses, which are described withindiversity, equity, and inclusion (“DEI”) strategy throughout the CD&A below. We will continue to analyze the impactorganization. This new role integrates our DEI strategy into every aspect of the virus outbreak and will describe any additional outcomes and decisions that are made throughout the year in next year’s CD&A. Our Company has shown tremendous resilience in dealing with trying events such as September 11^th, Hurricanes Katrina and Harvey and the recession of 2008, and we believe that through the strength and dedication of our employees we will guide the Company through the COVID-19 (coronavirus) virus.

Notice of Annual Meeting of Shareholders

Matters to be voted on:

MATTERS TO BE VOTED ON:

StockholdersShareholders of record at the close of business on March 17, 2020,21, 2022, will be entitled to notice of and to vote atduring the Annual Meeting and at any adjournments or postponements thereof. A list of stockholders will be available and may be inspected during normal business hours for a period of at least 10 days prior

We are pleased this year to conduct the Annual Meeting solely online via the Internet through a live webcast and online shareholder tools. We believe a virtual format facilitates shareholder attendance and participation by leveraging technology to allow us to communicate more effectively and efficiently with our shareholders. This format empowers shareholders around the world to participate at our offices at 800 Gessner, Suite 500, Houston, Texas 77024. The list of stockholders will also be available for your review atno cost. We have designed the Annual Meeting. Invirtual format to enhance shareholder access and participation and protect shareholder rights, as described in more detail in the event there are not sufficient votes for a quorum or to approve the foregoing proposals at the time of the Annual Meeting, the Annual Meeting may be adjourned in order to permit further solicitation of proxies.

proxy statement.

The proxy materials, including this Notice of Annual Meeting, the proxy statement, a proxy card, and our Annual Report to Stockholders on Form 10-K for the fiscal year ended December 31, 20192021 are being distributed and made available beginning on April 8, 2020.

12, 2022.

Your vote is important. We urge you to review the accompanying materials carefully and to vote by telephone or internet as promptly as possible. Alternatively, you may complete, sign and return the proxy card, by mail.

Houston, Texas

April 8, 202012, 2022

By Order of the Board of Directors,

Beth Sibley

Corporate Secretary

Proxy Statement 2022  |  1

Business and Financial Highlights

Despite the unique challenges of the coronavirus (“COVID-19”) pandemic, Group 1 Automotive, Inc. (“Group 1” or the “Company”) continued to deliver record-setting financial results and increased operational effectiveness in 2021. The Company achieved solid results by successfully expanding its omnichannel marketing, closing attractive acquisitions involving approximately $2.5 billion in acquired revenues, executing an aggressive cost reduction plan and reengineering its processes. Our 2021 financial results compared to 2020 included:

*Please see Appendix A for an explanation and reconciliation of these non-GAAP measures.

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		Proxy Statement 2022  |  2

Proxy Statement 2022  |  3

20202022 Proxy Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read this entire proxy statement carefully before voting.

This proxy statement is being distributed and made available beginning on April 8, 2020 in connection with the solicitation of proxies by the Board of Directors of Group 1 Automotive, Inc. for use at our 2020 Annual Meeting of Stockholders.

ANNUAL MEETING OF STOCKHOLDERS

DATE & TIME	PLACE	RECORD DATE
May 13, 2020, 10:00 a.m. Central Daylight Saving Time	Sterling McCall Lexus, 10025 Southwest Freeway, Houston, Texas 77074	March 17, 2020

VOTING

StockholdersShareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and each proposal. All elections of directors shall be decided by a majority of votes cast by stockholdersshareholders entitled to vote. All other matters submitted to the stockholdersshareholders shall be decided by vote of a majority of the shares present in persononline or represented by proxy.

COMPENSATION AND CORPORATE GOVERNANCE HIGHLIGHTS

	Independent Chairman of the Board		Clawback Provisions for Certain Restatements
	No Excise Tax Gross-Ups		Board & Committee Attendance of 100% during 2019
	Say on Pay Advisory Vote Conducted Annually		No Stockholder Rights Plan (Poison Pill)
	Annual Board and Committee Performance Evaluations		Annual Election of our Board of Directors
	Annual Review for Board and Committee Refreshment		Independent Compensation Consultant
	Robust Stock Ownership Guidelines for our Officers and Directors		Company Policy Prohibits Directors and Employees from Pledging or Hedging Group 1 Common Stock
	Director Resignation Policy for Directors who do not receive a Majority Vote in an Uncontested Director Election		Added ESG Oversight to the Governance & Corporate Responsibility Committee (FKA Nominating/Governance Committee)

VOTING MATTERS AND BOARD RECOMMENDATIONS

GOVERNANCE HIGHLIGHTS

SUSTAINABILITY HIGHLIGHTS

We strongly believe that our environmental, social and governance (“ESG”) actions will help our business operations positively impact the planet, the people whose lives we touch and our bottom line. In an effort to better inform our shareholders and the investment community of our current initiatives and the actions we’ve taken, we recently released our inaugural 2021 Sustainability Report which may be found at www.group1corp.com/ESG. The report reflects the ESG progress we’ve made through 2021 and the things we hope to achieve in the future. A summary of our current ESG priorities and our respective 2021 accomplishments follows:

Our ESG Priorities

		FOSTER DIVERSITY, EQUITY AND INCLUSION Appointed our first Chief Diversity Officer for executive oversight of our DEI strategy and actions
		SUPPORT OUR EMPLOYEES AND COMMUNITIES Continued to encourage our employees to volunteer and to use our dealerships for community gatherings
		MAINTAIN STRONG GOVERNANCE PRINCIPLES Established the ESG Working Group that reports to the Governance & Corporate Responsibility Committee on a quarterly basis
		REDUCE THE ENVIRONMENTAL IMPACT OF OUR FACILITIES Installed an additional 800 solar panels to bring our current total to more than 6,400 panels
		CONDUCT BUSINESS IN A SUSTAINABLE MANNER Established a team responsible for improving our electric vehicle infrastructure

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Election of Directors (Proposal 1)

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DIRECTOR NOMINEES

The following table provides summary information about our nominees for election to the Board of Directors.Directors (the “Board”).⁽¹⁾Additional information for all of our directors may be found beginning on page 27.17.

										Committee Memberships
Directors		Director Since		Age		Other Public Directorships		Independent		Audit Committee		Compensation & Human Resources Committee		Finance/Risk Management Committee		Governance & Corporate Responsibility Committee
Carin M. Barth		2017		59		2		✓
Earl J. Hesterberg		2005		68		0
Steven C. Mizell1		2021		62		1		✓
Lincoln Pereira Filho		2013		62		12
Stephen D. Quinn		2002		66		1		✓
Steven P. Stanbrook		2019		64		1		✓
Charles L. Szews		2016		65		2		✓
Anne Taylor		2018		66		2		✓
MaryAnn Wright		2014		60		2		✓

    Chair       Member

Our Board of Directors Recommends a Vote “FOR” the Election of each of the Nominees for Director.

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Advisory Vote on Executive Compensation (Proposal 2)

EXECUTIVE COMPENSATION

We are asking our stockholdersshareholders to approve, on a non-binding advisory basis, the compensation of our named executive officers.officers (“NEOs”). We believe that our compensation policies and practices are effective in achieving our Company’s goals of rewarding significant financial and operating performance, leadership excellence and aligning the executives’ long-term interests with those of our stockholders.shareholders. Our compensation philosophy is to set the fixed compensation of our named executive officers competitively for their demonstrated skills and industry experience. Our variable compensation, both annual and long-term, reflects the results of performance against a combination of quantitative and subjective measures. At last year’s Annual Meeting of Stockholders, our stockholders approvedShareholders, the compensation of our named executive officers was approved with a substantial majority of our stockholders (95%shareholders (97% of votes cast) voting in favor.

COMPENSATION COMPONENTS

favor of our executive compensation program.

In evaluating this year’s “say-on-pay”“say-on-pay” proposal, we recommend that you review the section entitled “2019“2021 Compensation Discussion and Analysis” (“CD&A”) beginning on page 48,33, as well as the Summary Compensation Table and related compensation tables and narratives, which explainsexplain how and why the Compensation & Human Resources (“CHR”) Committee arrived at its executive compensation actions and decisions for 2019.

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2019 SUMMARY COMPENSATION

Set forth below is a summary of the compensation granted or earned for each named executive officer during 2019, but which is not intended to replace the 2019 Summary Compensation Table included in the Executive Compensation section of this proxy statement:

Our Board of Directors Recommends a Vote “FOR” the Non-Binding Advisory Approval of our Executive Compensation.

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Approval of an Amendment to the Group 1 Automotive, Inc. 2014 Long Term Incentive Plan (Proposal 3)

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To align the compensation of our named executive officers withofficers.

2021 SUMMARY COMPENSATION

For more information, visit the attainment of our business goals and an increase in shareholder value, we award long-term equity incentive grants and performance share awards. We are asking our stockholders to approve an amendment to increase the number of shares available for issuance under the Group 1 Automotive, Inc. 2014 Long Term Incentive Plan. We believe that long-term equity compensation is an important retention tool, and directly ties the interests of our executive officers and key employees to the interests of our stockholders. Additional details concerning our long-term equity compensation plan can be foundsection titled “Executive Compensation – 2021 Summary Compensation Table” on page 35.50.

Our Board of Directors Recommends a Vote “FOR” the amendment to the Group 1 Automotive, Inc. 2014 Long Term Incentive Plan.

Ratification of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 2020 (Proposal 4)

As a matter of good corporate governance, we are asking our stockholders to ratify the recent appointment of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for the year ending December 31, 2020.

Ernst & Young LLP (“Ernst & Young”) served as our independent registered public accounting firm for the year ended December 31, 2019. Set forth below is summary information with respect to Ernst & Young’s fees for services provided in 2018 and 2019.

Our Board of Directors Recommends a Vote “FOR” Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2020.

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DELIVERY OF PROXY MATERIALS

The proxy materials, including this proxy statement, the Notice of Annual Meeting, the form proxy card, and our Annual Report to Stockholders on Form 10-K for the fiscal year ended December 31, 2019 are being distributed and made available to stockholders of record beginning on April 8, 2020.

The proxy card provides instructions on how to inform us to send future proxy materials to you electronically by email. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy-voting site. Your election to receive proxy materials by email or printed form will remain in effect until you terminate it.

Choosing to receive future proxy materials by email will allow us to provide you with the information you need in a timelier manner, save us the cost of printing and mailing documents, to you, and conserve natural resources.

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Board DiversityDIRECTOR QUALIFICATIONS AND DIVERSITY CONSIDERATIONS

Our Governance & Corporate Responsibility Committee is responsible for identifying and recommending to our Board qualified individuals to be nominated to serve on our Board. Our Board’s objective is to select individuals that have a demonstrated record of integrity, sound business judgment, leadership, objectivity, independence of mind, and commitment. In selecting potential Board candidates, our Board seeks independent directors who represent a mix of backgrounds and experiences that will enhance the quality of our Board’s deliberations and decisions. Board membership should reflect diversity in its broadest sense, including persons diverse in perspectives, personal and professional experiences, geography, gender, and ethnicity. This process has resulted in a Board that is comprised of highly qualified directors that reflect diversity as we define it. The GCR Committee assesses the effectiveness of this approach as part of our Board’s annual self-evaluation process.

Independence of the Members of Our Board

The Board has analyzed the independence of each director. It has affirmatively determined that Mses. Barth, Taylor and Wright and Messrs. Adams, Quinn, Stanbrook, Szews and Watson (all of our non-employee directors) are independent directors under the listing standards of the New York Stock Exchange (“NYSE”). As part of its analysis, the Board determined that none of these directors has a material relationship with our Company. Mr. Hesterberg was determined not to be independent because he is our President and Chief Executive Officer, and Mr. Pereira, who was appointed to the Board following our acquisition of UAB Motors Participações, S.A. (“UAB”) in 2013, was determined not to be independent because he is our Regional Vice President, Brazil and the Chairman of UAB.

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Charitable Contributions

We have in the past, and may, in the future, make donations to various charitable organizations. From time to time, some of our directors, officers and employees have been, and in the future may be, affiliated with such charities. During the annual independence review, our GCR Committee determined that any such affiliations did not impact the independence of our directors. We did not make any charitable donations to any organizations affiliated with our directors or officers in 2019.

Director Resignation Policy

Under our director resignation policy, in an uncontested election of directors, any nominee who receives a greater number of votes “against” than votes “for” his or her election will, promptly following the certification of the stockholder vote, tender his or her written resignation to the Board for consideration by the GCR Committee. The GCR Committee will consider the resignation and will make a recommendation to the Board concerning whether to accept or reject such resignation.

In determining its recommendation to the Board, the GCR Committee will consider all factors it considers relevant, which may include:

Under our director resignation policy, the Board will take formal action on the recommendation no later than 90 days following the certification of the results of the stockholders’ meeting. In considering the recommendation, the Board will consider the information, factors and alternatives considered by the GCR Committee and any additional information that the Board considers relevant. The Company will promptly disclose to the public the Board’s decision whether to accept or reject the director’s tendered resignation. If applicable, the Board will also disclose the reason or reasons for rejecting the tendered resignation.

Executive Sessions of Our Board

The independent directors meet in executive session at each regularly scheduled meeting of our Board. Mr. Quinn, our independent Chairman of the Board, presides over these meetings and is responsible for preparing an agenda for the meetings of the independent directors in executive session.

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Risk Oversight

Our Board, as a whole and through its committees, has broad responsibility for the oversight of risk management with a focus on the most significant risks facing the Company, including strategic, operational, cyber, financial, legal and compliance risk. In its risk management role, our Board insures that our risk management processes and systems in place to identify and manage risks, are reasonable and functioning as designed. Our Board also has specific risk management oversight for governance, executive compensation and Chief Executive Officer succession planning.

Much of our Board’s oversight work is delegated to various committees, which meet regularly and report back to the full Board. All committees have significant roles in carrying out the risk oversight function. Each committee is comprised entirely of independent directors, except the Finance/Risk Management Committee, and is responsible for overseeing risks associated with its respective area of responsibility as further detailed below.

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In addition to reports from its committees, our Board receives regular reports directly from the officers responsible for oversight of particular risks within our Company. Specifically, our officers report to our Board regarding the Enterprise Risk Management Program that management has implemented to assess, manage and monitor areas of risk that are significant to our business, including market and automotive technology risk, safety and property damage risk, strategic planning and operational risk, financial and accounting risk, information technology and cybersecurity risk, and governance, regulatory and legislative risk. Risk profiles are updated annually to ensure that all risks continue to be identified. Our officers also report to our Board on which risks management has assessed as the most significant, together with management’s plans to mitigate those risks. Further, outside counsel reports in person to our Board periodically on an as-needed basis to keep our directors informed concerning legal risks and other legal matters involving our Company. Finally, we have robust internal audit systems in place to review adherence to policies and procedures, which are supported by a separate internal audit department.

Cybersecurity and Information Security Risk Oversight

Our Board recognizes the importance of maintaining the trust and confidence of our customers, vendors, stockholders and employees, and devotes significant time and attention to oversight of cybersecurity and information security risk. The Board and Finance/ Risk Management Committee regularly receive presentations from our VP, Information Technology, on cybersecurity and information security risk, and on our cybersecurity initiatives. We also engage cybersecurity experts to review, evaluate and provide recommendations on our cybersecurity program. Additionally, to assure compliance with our policies and procedures, members of our internal audit department periodically visit our dealerships to ensure that our customer’s personal information is protected and secured appropriately. The results of those dealership audits are reported to the Audit Committee. In 2019, our Board, the Finance/Risk Management Committee and the Audit Committee received cybersecurity and information security risk reports at least quarterly.

Corporate Social Responsibility Oversight

At Group 1, we work to conduct our business in ways that are principled and accountable to key stakeholders and the communities in which we do business. Our Board and members of management recognize the importance of establishing an effective “tone at the top” with respect to giving back, and are actively involved in supporting various charitable organizations through their time and donations. In an effort to better inform our shareholders and the investment community of the numerous activities of our corporate office and dealerships, we have set up a constantly updated website that provides pertinent data on our corporate social responsibility. Through the leadership of our Board, management continues to place great emphasis on four principal areas that govern our corporate social responsibility: Community, Workplace, Environment and Safety and Governance, as more fully described on page 25.

Please visit our website atwww.group1auto.com/group1cares, our web pages on LinkedIn and Facebook, or follow us on Twitter and Instagram, for more detailed information on our corporate social responsibility practices, including our charitable and philanthropic efforts in all three of our major markets.

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Committees of Our Board

Our Board has established four standing committees to assist it in discharging its responsibilities: the Audit Committee, the Compensation Committee, the Governance & Corporate Responsibility Committee and the Finance/Risk Management Committee. The following chart reflects the current membership of each committee:

										Governance
								Finance/Risk		& Corporate
				Audit		Compensation		Management		Responsibility
Name		Board		Committee		Committee		Committee		Committee(3)
John L. Adams(1)
Carin M. Barth
Earl J. Hesterberg
Lincoln Pereira
Stephen D. Quinn
Steven P. Stanbrook(2)
Charles L. Szews
Anne Taylor
Max P. Watson, Jr.
MaryAnn Wright
MEETINGS HELD IN 2019		4		8		7		4		4

	Member
	Chairman

Each of the committee charters is available on our website atwww.group1auto.comand stockholders may obtain printed copies, free of charge, by sending a written request to Group 1 Automotive, Inc., 800 Gessner, Suite 500, Houston, TX 77024, Attn: Corporate Secretary.

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AUDIT COMMITTEE

Pursuant to its charter, the purposes and responsibilities of our Audit Committee are to:

In addition to, and in connection with, the purposes and responsibilities described above, the Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm.

All members of the Audit Committee are independent as that term is defined in the NYSE’s listing standards and by Rule 10A-3 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”). Our Board has determined that each member of the Audit Committee is financially literate and that Ms. Barth has the necessary accounting and financial expertise to serve as Chairman.

Our Board has also determined that each of Ms. Barth and Messrs. Quinn and Szews is an “audit committee financial expert” following a determination that Ms. Barth and Messrs. Quinn and Szews met the criteria for such designation under SEC rules and regulations. For information regarding the business experience for Mses. Barth and Taylor and Messrs. Quinn, Stanbrook and Szews, please read “Proposal 1 — Election of Directors.” The Audit Committee held eight meetings during 2019, and acted by unanimous written consent twice. All individuals who were members of the Audit Committee at such time attended each meeting of the Audit Committee.

The Report of the Audit Committee is set forth on page 45 of this proxy statement.

COMPENSATION COMMITTEE

Pursuant to its charter, the purposes and responsibilities of our Compensation Committee are to:

In connection with these purposes, our Board has entrusted the Compensation Committee with the overall responsibility for establishing, implementing and monitoring the compensation for our senior corporate officers (our named executive officers and officers that report directly to our Chief Executive Officer).

The Compensation Committee works with the management team, our Chief Executive Officer and our Senior Vice President, Human Resources, Training and Operations Support, to implement and promote our executive compensation strategy; however, members of management do not participate in decisions regarding their own compensation.

Under its charter, the Compensation Committee has the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of the compensation of our senior corporate officers and also has the sole authority to approve the consultant’s fees and other retention terms.

The Compensation Committee has historically engaged Pearl Meyer & Partners, LLC (“PM&P”) to conduct a compensation analysis which involved the comparison of long-term, short-term and total compensation of our named executive officers with a selected group of peer companies. While we do not think it is appropriate to establish compensation based solely on market analysis, we believe that this practice is useful for two reasons.

First, our compensation practices must be competitive in order to attract and retain executives with the ability and experience necessary to provide leadership and to deliver strong performance to our stockholders. Second, reviewing market analysis allows us to assess the reasonableness of our compensation practices. This

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process allows us to achieve one of our primary objectives of maintaining competitive compensation to ensure retention when justified and rewarding the achievement of Company objectives so as to align with stockholder interests. PM&P is an independent compensation consulting firm and does not provide any other services to us outside of matters pertaining to executive officer and director compensation. PM&P reports directly to the Compensation Committee, which is the sole party responsible for determining the scope of services performed by PM&P and the directions given to PM&P regarding the performance of such services.

In February 2020, the Compensation Committee considered the independence of PM&P in light of SEC rules and listing standards of the NYSE. The Compensation Committee requested and received a letter from PM&P addressing the consulting firm’s independence, including the following factors: (1) other services provided to us by the consultant; (2) fees paid by us as a percentage of the consulting firm’s total revenue; (3) policies or procedures maintained by the consulting firm that are designed to prevent a conflict of interest; (4) any business or personal relationships between the individual consultants involved in the engagement and a member of the Compensation Committee; (5) any company stock owned by the individual consultants involved in the engagement; and (6) any business or personal relationships between our named executive officers and the consulting firm or the individual consultants involved in the engagement. The Compensation Committee discussed these considerations, among other things, and concluded that the work of PM&P did not raise any conflict of interest.

All members of the Compensation Committee are independent as that term is defined in the NYSE’s listing standards, including the heightened standards applicable to compensation committee members. The Compensation Committee held seven meetings during 2019 and acted by unanimous written consent once. All individuals who were members of the Compensation Committee at such time attended each meeting of the Compensation Committee.

The Report of the Compensation Committee is set forth on page 58 of this proxy statement.

GOVERNANCE & CORPORATE RESPONSIBILITY COMMITTEE

Pursuant to its charter, the purposes and responsibilities of our Governance & Corporate Responsibility Committee (FKA Nominating/Governance Committee) are to:

In connection with these purposes, the GCR Committee actively seeks individuals qualified to become members of our Board, seeks to implement the independence standards required by law, applicable listing standards, our Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”), our Third Amended and Restated Bylaws (“Bylaws”) and our Corporate Governance Guidelines, and identifies the qualities and characteristics necessary for an effective Chief Executive Officer.

In considering candidates for our Board, the GCR Committee, which identifies and recommends board candidates to the full Board, will consider the entirety of each candidate’s credentials. There is currently no set of specific minimum qualifications that must be met by a nominee recommended by the GCR Committee, as different factors may assume greater or lesser significance at particular times and the needs of our Board may vary in light of its composition and the GCR Committee’s perceptions about future issues and needs. However, while the GCR Committee does not maintain a formal list of qualifications, in making its evaluation and recommendation of candidates, the GCR Committee may consider, among other factors, diversity, age, skill, experience in the context of the needs of our Board, independence qualifications, moral character and whether prospective nominees have relevant business and financial experience or have industry or other specialized expertise.

The GCR Committee may consider candidates for our Board from any reasonable source, including from a search firm engaged byconsiders the GCR Committee or stockholder recommendations, provided that the procedures set forth below are followed. The GCR Committee does not intend to alter the manner in which it evaluates candidates based on whether the candidate is recommended by a stockholder or not. However, in evaluating a candidate’s relevant business experience, the GCR Committee may consider previous experience as a member of our Board. Any invitation to join our Board must be extended by our Board as a whole, by the Chairmandiversity of the GCR CommitteeBoard when identifying director nominees in accordance with its charter. We believe board membership should reflect diversity in its broadest sense, including persons diverse in perspectives, personal and byprofessional experiences, geography, gender, race and ethnicity. This process has resulted in a Board that is comprised of highly qualified and diverse directors.

BOARD INDEPENDENCE

The Board determined that all non-employee directors are independent directors under the Chairmanlisting standards of the Board.

Stockholders or a groupNew York Stock Exchange (“NYSE”). As part of stockholders may recommend potential candidates for consideration byits analysis, the GCR Committee. For additional information on such requests and the applicable timing, please see “Stockholder Proposals for 2021 Annual Meeting.”

In addition to the purposes described above, our Board has entrusted the GCR Committee with the responsibility for establishing, implementing and monitoring the compensation for our directors. The GCR Committee establishes, reviews and approves the compensation of our directors and makes appropriate adjustments based on Company performance, duties and responsibilitiesdetermined that none of the directors have a material relationship with our Company. Each of Messrs. Hesterberg and competitive environment.Pereira was determined not to be independent because they are employees of Group 1.

The Board has determined that each of the members of the Audit Committee, CHR Committee and GCR Committee are independent under applicable NYSE and Securities and Exchange Commission (“SEC”) rules for committee memberships, and that each member of the Audit Committee also meets the additional independence criteria set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All members of the GCRFinance/Risk Management Committee, except for Messrs. Hesterberg and Pereira, are also independent as defined under the NYSE’s listing standards. The Board has also determined that each of Ms. Barth and Messrs. Quinn and Szews qualifies as an “audit committee financial expert” as that term is defined under SEC rules.

We have in the past, and may, in the future, make donations to various charitable organizations. From time to time, some of our directors, officers and employees have been, and in the future may be, affiliated with such charities. During the annual independence review, our GCR Committee determined that any such affiliations did not impact the independence of our directors. We did not make any charitable donations to any organizations affiliated with our directors or officers in 2021.

DIRECTOR RESIGNATION POLICY

Under our director resignation policy, in an uncontested election of directors, any nominee who receives a greater number of votes “against” than votes “for” his or her election will, promptly following the certification of the shareholder vote, tender his or her written resignation to the Board for consideration by the GCR Committee. The GCR Committee will consider the resignation, as well as all factors it considers relevant, and will make a recommendation to the Board concerning whether to accept or reject such resignation.

The Board will take formal action on the recommendation no later than 90 days following the certification of the results of the shareholders’ meeting. The Company will promptly disclose to the public the Board’s decision whether to accept or reject the director’s tendered resignation. If applicable, the Board will also disclose the reason or reasons for rejecting the tendered resignation.

		Proxy Statement 2022  |  10

Proxy Statement 2022  |  11

COMMITTEES OF OUR BOARD

Our Board has established four standing committees to assist it in discharging its responsibilities: the Audit Committee, the CHR Committee, the GCR Committee and the Finance/Risk Management Committee. Each committee is required to perform the key functions summarized below as well as other such functions set forth in its charter or assigned by our Board from time to time.

Audit Committee

Our Audit Committee assists the Board in oversight of Group 1’s:

In addition, the Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm.

The Audit Committee held nine meetings during 2021 and acted by unanimous written consent one time.

The Report of the Audit Committee is set forth on page 29 of this proxy statement.

Compensation & Human Resources Committee

Our CHR Committee’s responsibilities are to:

For additional information regarding the role of management in the CHR Committee process, please see “2021 Compensation Discussion and Analysis — Role of the Compensation & Human Resources Committee, its Consultant and Management.”

The CHR Committee held seven meetings during 2021 and acted by unanimous written consent one time.

The Report of the CHR Committee is set forth on page 49 of this proxy statement.

Governance & Corporate Responsibility Committee

Our GCR Committee’s responsibilities are to:

The GCR Committee held four meetings during 2019. All individuals who were members of the GCR2021.

Finance/Risk Management Committee at such time attended each meeting of the GCR Committee.

2020 PROXY STATEMENT •

23

FINANCE/RISK MANAGEMENT COMMITTEE

Pursuant to its charter and other applicable policies, the purposes of ourOur Finance/Risk Management Committee are to:assists our Board in its oversight of corporate finance and risk management, including:

The Finance/Risk Management Committee held five meetings during 2021 and acted by unanimous written consent one time.

RISK OVERSIGHT

We have a robust Enterprise Risk Management Program, designed to identify, assess, monitor, manage, and mitigate our significant business risks by concentrating primarily in five principal areas that are significant to our business:areas: (1) safety and property damage risk; (2) strategic planning and operational risk; (3) financial and accounting risk; (4) information technology and cybersecurity risk; and (5) governance, regulatory and legislative risk. Risk profiles are formally updated annually to ensure that alland as needed when significant risks continue to be identified.emerge like COVID-19 pandemic risks in 2020. Management updates the Finance/Risk Management Committee as new risks are identified, and on the steps taken to mitigate such risks. On an annual basis, management reviews results from tests of key risks with the full Board and the steps taken to mitigate new risks which have been identified.

Further, outside counsel advises our Board periodically on an as-needed basis to keep our directors informed concerning legal risks and other legal matters involving our Company. Finally, we have robust internal audit systems in place to help identify and mitigate risk and improve our internal controls, including reviewing our adherence to policies and procedures.

All

		Proxy Statement 2022  |  12

Proxy Statement 2022  |  13

Each Board committee has a significant role in assisting the Board in overseeing the risks that impact Group 1. Each committee is responsible for overseeing risks associated with its respective area of responsibility as further detailed below.

CYBERSECURITY AND INFORMATION SECURITY RISK OVERSIGHT

Our Board recognizes the importance of maintaining the trust and confidence of our customers, vendors, shareholders and employees, and devotes significant time and attention to oversight of cybersecurity and information security risk. At each of its meetings, the FRM Committee receives presentations from our VP, Information Technology, on cybersecurity and information security risk, and on our cybersecurity initiatives. We also engage cybersecurity experts to review, test, evaluate and provide recommendations on our cybersecurity program. Additionally, to assure compliance with our policies and procedures members of our internal audit department regularly visit our dealerships to ensure that our customers’ personal information is protected and secured appropriately. The results of those dealership visits are reported to the Audit Committee. In 2021, our Board, the Finance/Risk Management Committee except for Mr. Hesterberg, our President and Chief Executive Officerthe Audit Committee received cybersecurity and Mr. Pereira, our Regional Vice President, Brazil, are independent as defined under the NYSE’s listing standards. The Finance/Risk Management Committee held four meetings during 2019. All individuals who were members of the Finance/Risk Management Committeeinformation security risk reports at such time attended each meeting of the Finance/Risk Management Committee.least quarterly.

Communications with Directors

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Proxy Statement 2022  |  15

TRANSPARENCY AND ENGAGEMENT

Governance Documents

Our key governance documents including our Corporate Governance Guidelines and committee charters are available on our Investor Relations website at www.group1corp.com and shareholders may obtain a printed copy, free of charge, by sending a written request to Group 1 Automotive, Inc., 800 Gessner, Suite 500, Houston, TX 77024, Attn: Corporate Secretary.

Communications With Directors

Our Board welcomes communications from our stockholdersshareholders and other interested parties. StockholdersShareholders and any other interested parties may send communications to our Board, to any committee of our Board, to the independent Chairman of the Board Chair (who presides over the executive sessions of our independent and non-management directors), or to any director in particular, to:

c/o Group 1 Automotive, Inc.

800 Gessner, Suite 500

Houston, Texas 77024

Attn: ChairmanChair of the Board

Any appropriate correspondence addressed to our Board, to any committee of our Board, to the independent Chairman of the Board Chair, or to any one of the directors in care of our offices will be forwarded to the addressee or addressees.

Investor Outreach

Each year, management interfaces with prospective investors, existing stockholders,shareholders, and buy-side and sell-side investment research analysts in a variety of event formats, to discuss the Company’s publicly disclosed performance, business strategy and outlook, and corporate governance. These events include earnings teleconferences; investor calls, meetings, and conference events; non-deal road trips; and occasionally site visits. Key topics include discussions regarding salescapital allocation, share repurchases, company growth through acquisitions, the impact of our inventory supply on new and used vehicles,use vehicle sales, market trends, parts and service strategies, successful implementation of our AccelerideAcceleRide^® and Val-u-Line^® vehicle sales programs, success with hiring technicians, the impact of Brexit in the U.K.,COVID-19 pandemic on our operations, our digital retail strategies, capital allocation, and profitability. We address these topics with slide data in our roadshows and talking points on our earnings calls, conferences, and investor meetings. This interaction ensures that management and the Board understand and consider the views of our stockholders,shareholders, perception of the investment community, and industry and economic outlook from the Company’s Wall Street covering analysts, while enabling the Company to dynamically operate in an evolving industry and economy with respect to maximizing return for our stockholders.shareholders.

2020 PROXY STATEMENT •
	24

Skills and Qualifications of Our Board of DirectorsDemographic Matrix

The following table includes the breadth and variety of business experience that each of our director nominees brings to our Board.

Board Member

Carin M. Barth

Earl J. Hesterberg

Lincoln Pereira

Stephen D. Quinn

Steven P. Stanbrook

Charles L. Szews

Anne Taylor

Max P. Watson, Jr.

MaryAnn Wright

Experience/Knowledge:

# of Other Public Company Boards Currently Serving On

2

1

–

1

2

3

1

–

3

President or Former CEO

Public Company Executive Position

Automotive

IB

Retail

IB

Engineering/Product Development

Expertise:

International

IB

Finance

Human Resources/Cultural

Legal

Mergers & Acquisitions

Accounting

IB

P&L/Income Statement Responsibility

SOX Financial Expert

Attributes:

Technology

Independent

Diversity

The following table includes the breadth and variety of business experience that each of our director nominees brings to our Board.

Experience / Knowledge

# of Other Public Company Boards Currently Serving On

2

-

1

1*

1

1

2

2

2

Former President or CEO

⬛

⬛

⬛

⬛

⬛

⬛

Public Company Executive Position

⬛

⬛

⬛

⬛

Automotive

⬛

⬛

IB

⬛

⬛

Retail

⬛

⬛

⬛

IB

⬛

⬛

Engineering/Product Development

⬛

⬛

⬛

⬛

⬛

Expertise

International

⬛

⬛

⬛

IB

⬛

⬛

⬛

⬛

Finance

⬛

⬛

⬛

Human Resources/Cultural

⬛

⬛

⬛

⬛

Legal

⬛

Mergers & Acquisitions

⬛

⬛

⬛

⬛

⬛

⬛

⬛

⬛

⬛

Accounting

⬛

IB

⬛

P&L/Income Statement Responsibility

⬛

⬛

⬛

⬛

⬛

⬛

SOX Financial Expert

⬛

⬛

⬛

Technology

⬛

⬛

⬛

⬛

Attributes

Independent

⬛

⬛

⬛

⬛

⬛

⬛

⬛

Identity (self-identified in D&O Questionnaire)

Gender Identity (Male/Female)

F

M

M

M

M

M

M

F

F

LGBTQ+ (Yes/No)

N

N

N

N

N

N

N

N

N

Race/Ethnicity (White, African American/Black, Latino, Multiracial)

W

W

AA/B

W/L/M

W

W

W

W

W

The lack of a⬛ for a particular item does not mean that the director does not possess that qualification, characteristic, skill or experience. We look to each director to be knowledgeable in these areas; however, the⬛ indicates that the item is a specific qualification, characteristic, skill or experience that the director brings to the Board.