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Issuer Purchases of Equity Securities
−Removed: The following table sets forth information with respect to shares of common stock repurchased by us during the three months ended September 30, 2022:
+Added: The following table sets forth information with respect to shares of common stock repurchased by us during the Current Quarter:
Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) (1)
−Removed: July 1, 2022 — July 31, 2022 5,600 $ 175.41 5,600 $ 138.0
−Removed: August 1, 2022 — August 31, 2022 230,229 $ 181.82 230,229 $ 226.6
−Removed: September 1, 2022 — September 30, 2022 374,100 $ 167.28 374,100 $ 164.0
+Added: January 1, 2023 — January 31, 2023 (2)
+Added: 76,294 $ 179.42 76,294 $ 149.7
+Added: February 1, 2023 — February 28, 2023 — $ — — $ 149.7
+Added: March 1, 2023 — March 31, 2023 104,688 $ 200.91 104,688 $ 128.5
Total 180,982 180,982
(1) Our Board of Directors from time to time authorizes the repurchase of shares of our common stock up to a certain monetary limit.
−Removed: On August 16, 2022, our Board of Directors increased the share repurchase authorization by $130.5 million to $250.0 million.
−Removed: Our share repurchase authorization does not have an expiration date.
−Removed: During the three months ended September 30, 2022, we adopted a Rule 10b5-1 trading plan that was effective from October 3, 2022 to October 19, 2022.
−Removed: Under the plan, we repurchased an additional 638,072 shares subsequent to September 30, 2022 at an average price of $156.70, for a total cost of $100.0 million.
−Removed: Future share repurchases 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.
−Removed: As of September 30, 2022, we had $164.0 million available under our current share repurchase authorization.
+Added: On November 16, 2022, our Board of Directors increased the share repurchase authorization by $161.0 million to $200.0 million.
+Added: Our share repurchase authorization does not have an expiration date and is reduced by the amount of excise taxes incurred.
+Added: (2) Shares repurchased under the Rule 10b5-1 trading plan that was effective from January 3, 2023 to January 23, 2023.
+Added: Future share repurchases 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, changes in laws and regulations, current economic environment and other factors considered relevant.
+Added: As of March 31, 2023, we had $128.5 million available under our current share repurchase authorization.
+Added: Refer to Item 2.
+Added: Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional information on share repurchases and authorization.
The exhibits required to be filed or furnished by Item 601 of Regulation S-K are listed below.
10 unchanged sentences
001-13461) filed April 6, 2017)
−Removed: — First Amendment to the Twelfth Amended and Restated Revolving Credit Agreement dated effective as of August 18, 2022 (incorporated by reference to Exhibit 10.1 of Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No.
−Removed: 001-13461) filed August 23, 2022)
−Removed: — First Amendment to Incentive, Compensation, Confidentiality, Non-Disclosure and Non-Compete Agreement, effective as of August 24, 2022, between Group 1 Automotive, Inc.
−Removed: — Second Amendment to Employment Agreement, effective as of August 24, 2022, between Group 1 Automotive, Inc.
+Added: — Transition and Separation Agreement, effective as of March 31, 2023, between Group 1 Automotive, Inc.
+Added: and Darryl Burman
— Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
14 unchanged sentences
Group 1 Automotive, Inc.
−Removed: October 28, 2022 By:
+Added: April 28, 2023 By:
/s/ Daniel J.
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.