Group 1 Automotive Inc.
05/16/2025 | Press release | Distributed by Public on 05/16/2025 13:46
Amendments to Bylaws (Form 8-K)
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective upon the approval by Group 1 Automotive, Inc.'s (the "Company") shareholders at the Company's 2025 Annual Meeting of Shareholders on May 13, 2025, of the Company's Fourth Amended and Restated Certificate of Incorporation, the Board of Directors of the Company approved and adopted amended and restated bylaws (the "Fifth Amended and Restated Bylaws").
The Fifth Amended and Restated Bylaws, among other things, eliminate the requirement that at least 80% of the voting power of the then-outstanding capital stock of the Company entitled to vote, voting together as a single class, is required to amend or repeal Sections 1, 3 or 4 of Article III of the Bylaws. Instead, amendment and repeal of those provisions may be implemented by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote thereon, voting together as a single class. Sections 1, 3 and 4 of Article III address the number and term, vacancies, and removal of directors. The Fifth Amended and Restated Bylaws also incorporate ministerial, clarifying and conforming changes.
The foregoing description of the Fifth Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Fifth Amended and Restated Bylaws, attached hereto as Exhibit 3.1, which is incorporated herein by reference.
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