UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement | |||
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |||
| ¨ | Definitive Proxy Statement | |||
| x | Definitive Additional Materials | |||
| ¨ | Soliciting Material under Rule 14a-12 | |||
Group 1 Automotive, Inc. | ||||
| (Name of registrant as specified in its charter) | ||||
| (Name of person(s) filing proxy statement, if other than the registrant) | ||||
| Payment of Filing Fee (Check the appropriate box): | ||||
| ¨ | No fee required. | |||
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. | |||
| (1) | Title of each class of securities to which transaction applies:
| |||
|
| ||||
| (2) | Aggregate number of securities to which transaction applies:
| |||
|
| ||||
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
| |||
|
| ||||
| (4) | Proposed maximum aggregate value of transaction:
| |||
|
| ||||
| (5) | Total fee paid: | |||
|
| ||||
| ¨ | Fee paid previously with preliminary materials. | |||
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
| (1) | Amount Previously Paid:
| |||
|
| ||||
| (2) | Form, Schedule or Registration Statement No.:
| |||
|
| ||||
| (3) | Filing Party:
| |||
|
| ||||
| (4) | Date Filed:
| |||
|
| ||||
SUPPLEMENT TO PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 8, 2012
This supplement to the proxy statement of Group 1 Automotive, Inc. is intended to provide certain additional information with respect to the gross margin and the same store revenue growth targets for the outstanding performance-based restricted shares awarded in 2007 to Messrs. Hesterberg and Rickel. As disclosed on page 30 of the proxy statement that was made available to our stockholders over the Internet on or about March 28, 2012, the Compensation Committee reviewed the goals associated with the 2007 performance-based restricted shares, as well as annual and cumulative (based on performance over the entire four-year vesting period) targets compared to annual and cumulative results. Satisfaction of either the annual or cumulative targets will result in payouts under the awards. The Compensation Committee determined that the gross margin target on a cumulative basis was achieved for 2011 as well as the target for same store revenue growth on a cumulative basis versus our competition for the 2011 period. However, we did not meet our SG&A target on either an annual or cumulative basis. The following table contains information regarding the goals, targets and actual results for the 2007 performance-based restricted share awards.
| Goal | Target | Results | ||
| Gross Margin(1) |
16.0% | 16.3% | ||
| Same store revenue growth(2) |
At or above median of industry peer organizations |
At or above median of industry peer organizations | ||
| Reduction of SG&A (3) |
59.6% | 79.1% |
(1) Our actual 2011 Gross Margin result of 15.8% did not exceed the annual 2011 Gross Margin target of 16%.
(2) Same store revenue growth is calculated as a percentage and is based on total same store revenue for the year versus the comparable prior year. Our same store revenue growth number is compared to the results of our industry peer organizations based on peer company financial statement data. Our same store revenue performance did not exceed the median same store revenue performance of our industry peer organizations on an annual basis in 2011. Our industry peer organizations include Asbury Automotive Group, Inc., AutoNation, Inc., Lithia Motors, Inc., Penske Automotive Group, Inc. and Sonic Automotive, Inc.
(3) Expressed as a percentage of gross profit. Our actual 2011 SG&A result of 76.4% did not meet the annual 2011 SG&A target of 74.4%.