Edgar Filing: GROUP 1 AUTOMOTIVE INC

defa14a

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

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o		Definitive Proxy Statement
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GROUP 1 AUTOMOTIVE, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Sch. 14A

*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 13, 2011

GROUP 1 AUTOMOTIVE, INC.



	Meeting Information Meeting Type: Annual Meeting For holders as of: March 14, 2011 Date: May 13, 2011 Time: 10:00 AM CDT Location: Hotel Granduca 1080 Uptown Park Boulevard Houston, Texas www.granducahouston.com/map-directions

You are receiving this communication because you hold shares in the above named company.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

–— Before You Vote —–

How to Access the Proxy Materials



	Proxy Materials Available to VIEW or RECEIVE: 1. Notice & Proxy Statement 2. Annual Report on Form 10-K for the fiscal year ended December 31, 2010 How to View Online: Have the information that is printed in the box marked by the arrow è XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL: sendmaterial@proxyvote.com If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow è XXXX XXXX XXXX (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 04, 2011 to facilitate timely delivery.

–— How To Vote —–

Please Choose One of the Following Voting Methods



	Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow è XXXX XXXX XXXX available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Voting items

The Board of Directors recommends that you
vote FOR the nominees listed below:

1.		Election of Directors
		Nominees


01 Louis E. Lataif		02 Stephen D. Quinn

The Board of Directors recommends that you vote FOR the following proposal:

Advisory Vote on Executive Compensation

The Board of Directors does not have a recommendation for voting on the following proposal:

Advisory Vote on the Frequency of Executive Compensation Advisory Votes

The Board of Directors recommends that you vote FOR the following proposal:

Ratification of the Appointment of Ernst & Young LLP as independent registered public accounting firm of the company for the fiscal year ending December 31, 2011.

NOTE: In their discretion, such attorney-in-fact and proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof.