Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Recent Sales of Unregistered Securities
None.
Use of Proceeds
None.
Issuer Purchases of Equity Securities
Our Board of Directors from time to time, authorizes the repurchase of shares of our common stock up to a certain monetary limit. On April 7, 2020, we canceled our most recently authorized share repurchase program in light of the COVID-19 pandemic. Future stock repurchase programs are subject to the business judgment of our Board of Directors, taking into consideration our historical and projected results of operations, financial condition, cash flows, capital requirements, covenant compliance, current economic environment and other factors considered relevant.
Item 6. Exhibits
The exhibits required to be filed or furnished by Item 601 of Regulation S-K are listed below.
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EXHIBIT INDEX
Exhibit
Number
Description
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)
3.2
—
Third Amended and Restated Bylaws 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 April 6, 2017)
10.1*
—
Incentive, Compensation, Confidentiality, Non-Disclosure and Non-Compete Agreement dated June 6, 2011, between Group 1 Automotive, Inc. and Darryl Kenningham
10.2*
—
Transition and Separation Agreement, effective June 1, 2020, between Group 1 Automotive, Inc. and John C. Rickel
10.3*
—
Offer Letter, dated June 1, 2020, between Group 1 Automotive, Inc. and Daniel McHenry
22
—
List of Subsidiary Guarantors (incorporated by reference to Exhibit 22 of Group 1 Automotive, Inc.’s Quarterly Report on Form 10-Q (File No. 001-13461) filed May 8, 2020)
31.1*
—
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
—
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*
—
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
—
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*
—
XBRL Instance Document
101.SCH*
—
XBRL Taxonomy Extension Schema Document
101.CAL*
—
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
—
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
—
XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
—
XBRL Taxonomy Extension Presentation Linkbase Document
104*
—
Cover Page Interactive Data File (formatted in Inline XBRL and contained in exhibit 101)
*
Filed or furnished herewith
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Group 1 Automotive, Inc.
Date:
August 3, 2020
By:
/s/ John C. Rickel
John C. Rickel
Senior Vice President and Chief Financial Officer
(Duly Authorized Officer and Principal Financial and Accounting
and Accounting Officer)
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