{"url_path":"/sec/gpi/8-k/2026-08-11/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;     Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/1031203/0001031203-26-000126-index.html","accession_number":"0001031203-26-000126","cik":"0001031203","ticker":"GPI","issuer_name":"GROUP 1 AUTOMOTIVE INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1031203/0001031203-26-000126-index.html","primary_entity_key":"0001031203","primary_entity_name":"GROUP 1 AUTOMOTIVE INC"},"word_count":380,"has_tables":true,"body_markdown":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;     Compensatory Arrangements of Certain Officers.\n\nOn August 10, 2026, the Board of Directors (the “Board”) of Group 1 Automotive, Inc., a Delaware corporation (“the Company”), appointed David C. Kimbell to the Board and expanded the Board’s membership to ten directors. The Board also appointed Mr. Kimbell to serve as a member of the Audit Committee of the Board. There are no understandings or arrangements between Mr. Kimbell or any other person pursuant to which Mr. Kimbell was selected to serve as a director of the Board. There are no relationships between Mr. Kimbell and the Company or any of its subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation S-K.\n\nMr. Kimbell will receive compensation for his service as a member of the Board that is consistent with the compensatory arrangements the Company has in place with its other non-employee directors, as disclosed in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 2, 2026. With respect to the equity compensation award portion of his Board retainer, on August 10, 2026, Mr. Kimbell received a pro-rata award of restricted stock units valued at $88,657 (pro-rated from $225,000) pursuant to the Company’s 2024 Incentive Compensation Plan, as amended. Restricted stock units awarded to non-employee directors are fully vested immediately upon issuance. The restricted stock units settle on the date of the director’s separation from service, as defined in Section 409A of the Internal Revenue Code, as amended, and will be settled in a lump sum cash payment.\n\nIn connection with his appointment to the Board, the Company will enter into an indemnification agreement (the “Indemnification Agreement”) with Mr. Kimbell, pursuant to which the Company will agree to indemnify Mr. Kimbell, under the circumstances and to the extent provided for therein, for actions taken in his capacity as a director of the Company to the fullest extent permitted by Delaware law and to advance certain expenses and costs incurred by him. The foregoing description is qualified in its entirety by reference to the full and complete text of the Indemnification Agreement, a form of which is attached as Exhibit 10.1 hereto and is incorporated into this Item 5.02 by reference."}