Document/ExhibitDescriptionPagesSize
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2: EX-10.27 Material Contract HTML 92K
3: EX-10.28 Material Contract HTML 71K
4: EX-21.1 Subsidiaries List HTML 144K
5: EX-23.1 Consent of Expert or Counsel HTML 34K
10: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 51K Awarded Compensation
6: EX-31.1 Certification -- §302 - SOA'02 HTML 39K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 39K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 36K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 36K
16: R1 Cover HTML 103K
17: R2 Audit Information HTML 40K
18: R3 Consolidated Balance Sheets HTML 150K
19: R4 Consolidated Balance Sheets (Parenthetical) HTML 62K
20: R5 Consolidated Statements of Operations HTML 146K
21: R6 Consolidated Statements of Comprehensive Income HTML 81K
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28: R13 Revenues HTML 100K
29: R14 Acquisitions HTML 69K
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31: R16 Stock-Based Compensation Plans HTML 69K
32: R17 Earnings Per Share HTML 66K
33: R18 Financial Instruments and Fair Value Measurements HTML 89K
34: R19 Receivables, Net and Contract Assets HTML 60K
35: R20 Inventories HTML 50K
36: R21 Property and Equipment, Net HTML 53K
37: R22 Leases HTML 197K
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39: R24 Floorplan Notes Payable HTML 64K
40: R25 Debt HTML 65K
41: R26 Income Taxes HTML 130K
42: R27 Employee Savings Plans HTML 40K
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45: R30 Cash Flow Information HTML 40K
46: R31 Segment Information HTML 127K
47: R32 Pay vs Performance Disclosure HTML 47K
48: R33 Insider Trading Arrangements HTML 41K
49: R34 Basis of Presentation, Consolidation and Summary HTML 119K
of Accounting Policies (Policies)
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of Accounting Policies (Tables)
51: R36 Revenues (Tables) HTML 89K
52: R37 Acquisitions (Tables) HTML 61K
53: R38 Discontinued Operations and Other Divestitures HTML 120K
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55: R40 Earnings Per Share (Tables) HTML 64K
56: R41 Financial Instruments and Fair Value Measurements HTML 80K
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58: R43 Inventories (Tables) HTML 46K
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60: R45 Leases (Tables) HTML 131K
61: R46 Intangible Franchise Rights and Goodwill (Tables) HTML 80K
62: R47 Floorplan Notes Payable (Tables) HTML 53K
63: R48 Debt (Tables) HTML 62K
64: R49 Income Taxes (Tables) HTML 133K
65: R50 Accumulated Other Comprehensive Income (Loss) HTML 100K
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67: R52 BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY HTML 43K
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68: R53 BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY HTML 51K
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69: R54 BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY HTML 38K
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70: R55 BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY HTML 38K
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71: R56 BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY HTML 39K
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72: R57 BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY HTML 37K
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73: R58 REVENUES - Revenues Disaggregated by Revenue HTML 76K
Source and Geographical Segments (Details)
74: R59 REVENUES - Narrative (Details) HTML 46K
75: R60 REVENUES - Changes in Contract Assets (Details) HTML 42K
76: R61 ACQUISITIONS - Prime Acquisition (Details) HTML 59K
77: R62 ACQUISITIONS - Assets Acquired and Liabilities HTML 73K
Assumed (Details)
78: R63 ACQUISITIONS - Asset And Liabilities Held For Sale HTML 49K
(Details)
79: R64 ACQUISITIONS - Pro Forma Information (Details) HTML 41K
80: R65 ACQUISITIONS - Other Acquisitions (Details) HTML 61K
81: R66 DISCONTINUED OPERATIONS AND OTHER DIVESTITURES - HTML 110K
Narrative (Details)
82: R67 DISCONTINUED OPERATIONS AND OTHER DIVESTITURES - HTML 50K
Proceeds Expected and Net Carrying Value of the
Assets Disposed (Details)
83: R68 DISCONTINUED OPERATIONS AND OTHER DIVESTITURES - HTML 110K
Operation from Discontinued Operations (Details)
84: R69 DISCONTINUED OPERATIONS AND OTHER DIVESTITURES - HTML 40K
Cash Flows from Operating and Investing Activities
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85: R70 DISCONTINUED OPERATIONS AND OTHER DIVESTITURES - HTML 54K
Assets and Liabilities of Discontinued Operations
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86: R71 DISCONTINUED OPERATIONS AND OTHER DIVESTITURES - HTML 55K
Assets and Liabilities Held for Sale (Details)
87: R72 STOCK-BASED COMPENSATION PLANS - Narrative HTML 84K
(Details)
88: R73 STOCK-BASED COMPENSATION PLANS - Summary of the HTML 59K
Restricted Stock Awards (Details)
89: R74 STOCK-BASED COMPENSATION PLANS - Summary of the HTML 59K
Performance Awards (Details)
90: R75 STOCK-BASED COMPENSATION PLANS - Summary of the HTML 60K
Performance Awards Narrative (Details)
91: R76 Earnings Per Share (Details) HTML 94K
92: R77 FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS HTML 85K
- Narrative (Details)
93: R78 FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS HTML 55K
- Schedule of Long-term Debt Carrying Value and
Fair Value (Details)
94: R79 FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS HTML 77K
- Assets and Liabilities Associated with Interest
Rate Derivatives (Details)
95: R80 FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS HTML 46K
- Impact of Interest Rate Derivative Instruments
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96: R81 RECEIVABLES, NET AND CONTRACT ASSETS - Financial HTML 69K
Assets (Details)
97: R82 INVENTORIES - Summary of Inventories (Details) HTML 44K
98: R83 INVENTORIES - Narrative (Details) HTML 43K
99: R84 PROPERTY AND EQUIPMENT, NET - Summary of Property HTML 57K
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100: R85 PROPERTY AND EQUIPMENT, NET - Narrative (Details) HTML 47K
101: R86 LEASES - Narrative (Details) HTML 37K
102: R87 LEASES - Components of Operating and Finance HTML 58K
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103: R88 LEASES - Components of Lease Expense (Details) HTML 53K
104: R89 LEASES - Maturities of Lease Liabilities (Details) HTML 75K
105: R90 LEASES - Weighted-Average Lease Term and Discount HTML 45K
Rate (Details)
106: R91 LEASES - Supplemental Cash Flow Information HTML 53K
Related to Leases (Details)
107: R92 INTANGIBLE FRANCHISE RIGHTS AND GOODWILL - HTML 54K
Narrative (Details)
108: R93 INTANGIBLE FRANCHISE RIGHTS AND GOODWILL - HTML 43K
Roll-Forward of Intangible Franchise Rights by
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109: R94 INTANGIBLE FRANCHISE RIGHTS AND GOODWILL - HTML 61K
Roll-Forward of Goodwill by Reportable Segment
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110: R95 FLOORPLAN NOTES PAYABLE - Schedule of Floorplan HTML 59K
Notes Payable (Details)
111: R96 FLOORPLAN NOTES PAYABLE - Narrative (Details) HTML 104K
112: R97 DEBT - Composition of Long-term Debt (Details) HTML 74K
113: R98 DEBT - Aggregate Annual Maturities of Long-term HTML 54K
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114: R99 DEBT - Acquisition Line (Details) HTML 50K
115: R100 DEBT - Real Estate Related (Details) HTML 62K
116: R101 INCOME TAXES - Income before Income Taxes by HTML 45K
Geographic Area (Details)
117: R102 INCOME TAXES - Federal, State and Foreign Income HTML 59K
Tax Provisions (Details)
118: R103 INCOME TAXES - Reconciliation of Income Tax HTML 64K
Expense due to the U.S. Federal Statutory
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119: R104 INCOME TAXES - Tax Effects of Temporary HTML 68K
Differences Representing Deferred Tax
Assets/Liabilities (Details)
120: R105 INCOME TAXES - Classification of Net Deferred Tax HTML 42K
Liability (Details)
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Benefits (Details)
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124: R109 Commitments and Contingencies (Details) HTML 37K
125: R110 Accumulated Other Comprehensive Income (Loss) HTML 91K
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126: R111 Cash Flow Information (Details) HTML 42K
127: R112 SEGMENT INFORMATION - Narrative (Details) HTML 37K
128: R113 SEGMENT INFORMATION - Reportable Segment HTML 77K
Information (Details)
129: R114 SEGMENT INFORMATION - Goodwill and Intangible HTML 54K
Franchise Rights and Total Assets by Reportable
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131: XML IDEA XML File -- Filing Summary XML 246K
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‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
Adopted by the Compensation Committee of the Board of Directors (the “Committee”) on November 15, 2023.
1.Recoupment.
If Group 1 Automotive, Inc. (the “Company”) is required to prepare a Restatement, the Committee shall, unless determined to be Impracticable, take reasonably prompt action to recoup all Recoverable Compensation from any Covered Person. This Policy is in addition to (and not in lieu of) any right of repayment, forfeiture or off-set against any Covered Person that may be available under applicable law or otherwise (whether implemented prior to or after adoption of this Policy). The Committee may, in its sole discretion and in the exercise of its business judgment, determine whether and to what extent additional action is appropriate to address the circumstances surrounding any Restatement to minimize the likelihood of any recurrence and to impose such other discipline as it deems appropriate.
2.Method
of Recoupment. Subject to applicable law, the Committee may seek to recoup Recoverable Compensation by (i) requiring a Covered Person to repay such amount to the Company; (ii) offsetting a Covered Person’s other compensation; or (iii) such other means or combination of means as the Committee, in its sole discretion, determines to be appropriate. To the extent that a Covered Person fails to repay all Recoverable Compensation to the Company as determined pursuant to this Policy, the Company shall take all actions reasonable and appropriate to recover such amount, subject to applicable law. The applicable Covered Person shall be required to reimburse the
Company for any and all expenses reasonably incurred (including legal fees) by the Company in recovering such amount.
3.Administration of Policy. The Committee shall have full authority to administer, amend or terminate this Policy. The Committee shall, subject to the provisions of this Policy, make such determinations and interpretations and take such actions in connection with this Policy as it deems necessary, appropriate or advisable. All determinations and interpretations made by the Committee shall be final, binding and conclusive. Notwithstanding anything in this Section 3 to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the
Company contemporaneously with such amendment or termination) cause the Company to violate any federal securities laws, rules of the U.S. Securities and Exchange Commission (the “SEC”) or the rules of any national securities exchange or national securities association on which the Company’s securities are then listed. The Committee shall consult with the Audit Committee of the Board of Directors of the Company (the “Audit Committee”) and the Company’s chief accounting officer as needed in order to properly administer and interpret
any provision of this Policy.
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Exhibit 97.1
4.Acknowledgement by Executive Officers. The Committee shall provide notice to and seek written acknowledgement of this Policy from each Executive Officer by using a form substantially similar to the form attached hereto as Exhibit A; provided that the failure to provide such notice or obtain such acknowledgement shall not affect the applicability or enforceability of this Policy.
5.No Indemnification. Notwithstanding
the terms of any of the Company’s organizational documents, any corporate policy or any contract, the Company shall not indemnify any Covered Person against the loss of any Recoverable Compensation.
6.Disclosures and Record Keeping. The Company shall make all disclosures and filings with respect to this Policy and maintain all documents and records that are required by the applicable rules and forms of the SEC (including, without limitation, Rule 10D-1 under the Securities Exchange Act of 1934 (the
“Exchange Act”)) and any applicable exchange listing standard.
7.Governing Law. The validity, construction, and effect of this Policy and any determinations relating to this Policy shall be construed in accordance with the laws of the State of Delaware without regard to its conflicts of laws principles.
8.Successors. This Policy shall be binding and enforceable against all Covered Persons and their beneficiaries, heirs, executors, administrators or other legal representatives.
9.Definitions. In addition to terms otherwise defined in this Policy, the
following terms, when used in this Policy, shall have the following meanings:
“Applicable Period” means the three completed fiscal years preceding the earlier of:
(i) the date that the Committee, or the officer or officers of the Company authorized to take such action if Committee action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement; or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare a Restatement. For purposes of this Policy, the Committee
shall be deemed to have reasonably concluded that a Restatement is required on the date that the Company’s Audit Committee or the Company’s chief accounting officer, as applicable, informs the Committee in writing that such a Restatement will be required, unless the Audit Committee informs the Committee that an alternative date is more accurate for purposes of determining the Applicable Period.
“Covered Person” means any person who receives Recoverable Compensation.
“Executive Officer” includes the
Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person (including any executive officer of the Company’s controlled affiliates) who performs similar policy-making functions for the Company.
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Exhibit
97.1
“Financial Reporting Measure” means a measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements (including “non- GAAP” financial measures, such as those appearing in earnings releases), and any measure that is derived wholly or in part from such measure. Examples of Financial Reporting Measures include, but are not limited to, measures based on: revenues, net income, operating income, financial ratios, EBITDA, liquidity measures, return measures (such as return on assets), profitability of one or more segments, sales per square foot, same store sales, revenue per user or cost per employee. Stock price and total shareholder return (“TSR”)
also are Financial Reporting Measures.
“Impracticable” means, after exercising a normal due process review of all the relevant facts and circumstances and taking all steps required by Exchange Act Rule 10D- 1 and any applicable exchange listing standard, the Committee determines that recovery of the Incentive-Based Compensation is impracticable because: (i) it has determined that the direct expense that the Company would pay to a third party to assist in recovering the Incentive-Based Compensation would exceed the amount to be recovered;
(ii) it has concluded that the recovery of the Incentive-Based Compensation would violate home country law adopted prior to November 28, 2022; or
(iii) it has determined that the recovery of Incentive-Based Compensation would cause a tax-qualified retirement plan, under which benefits are broadly available to the Company’s employees, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
“Incentive-Based Compensation” includes any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure; however it does not include:
(i) base salaries; (ii) discretionary cash bonuses; (iii) awards (either cash or equity) that are based upon subjective, strategic or operational standards; and (iv) equity awards that vest solely on the passage of time.
“Received”
– Incentive-Based Compensation is deemed “Received” in any Company fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.
“Recoverable Compensation” means all Incentive-Based Compensation (calculated on a pre-tax basis) Received after October 2, 2023 by a person: (i) after beginning service as an Executive Officer; (ii) who served as an Executive Officer at any time during the performance period for that Incentive-Based Compensation; (iii) while the Company had a class of securities listed on a national securities exchange or
national securities association; and (iv) during the Applicable Period, that exceeded the amount of Incentive-Based Compensation that otherwise would have been Received had the amount been determined based on the Financial Performing Measures, as reflected in the Restatement. With respect to Incentive- Based Compensation based on stock price or TSR, when the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in an accounting restatement, the amount must be based on a reasonable
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Exhibit 97.1
estimate of the effect of the Restatement on the stock price
or TSR upon which the Incentive- Based Compensation was received.
“Restatement” means an accounting restatement of any of the Company’s financial statements due to the Company’s material noncompliance with any financial reporting requirement under U.S. securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (often referred to as a “Big R” restatement), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (often referred to as a “little r” restatement). As of the effective date of this Policy (but
subject to changes that may occur in accounting principles and rules following the effective date), a Restatement does not include situations in which financial statement changes did not result from material non-compliance with financial reporting requirements, such as, but not limited to retrospective: (i) application of a change in accounting principles; (ii) revision to reportable segment information due to a change in the structure of the Company’s internal organization; (iii) reclassification due to a discontinued operation; (iv) application of a change in reporting entity, such as from a reorganization of entities under common control; (v) adjustment to provision amounts in connection with a prior business combination; and (vi) revision for stock splits, stock dividends, reverse stock splits or other changes in capital structure.
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Dates Referenced Herein and Documents Incorporated by Reference
