defa14a
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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GROUP 1 AUTOMOTIVE, INC.
 
(Name of Registrant as Specified in its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on May 21, 2009

 
GROUP 1 AUTOMOTIVE, INC.
 
 
(GROUP 1 AUTOMOTIVE, INC. LOGO)
GROUP 1 AUTOMOTIVE, INC.
800 GESSNER
SUITE 500
HOUSTON, TX 77024

Meeting Information
Meeting Type:   Annual
For holders as of:   03/23/09
Date:     05/21/09   Time: 10:00 A.M., Central Time
Location:   Hotel Granduca
1080 Uptown Park Boulevard
Houston, TX 77056
You are receiving this communication because you hold shares in the company named above.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials, the Annual Report and the CEO Letter online at www.proxyvote.com or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.


(R1GOA1)

 


 

— Before You Vote —
How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT          ANNUAL REPORT          CEO LETTER
How to View Online:
Have the 12-Digit Control Number available (located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
1) BY INTERNET:       www.proxyvote.com
2) BY TELEPHONE:   1-800-579-1639
3) BY E-MAIL*:           sendmaterial@proxyvote.com
*   If requesting materials by e-mail, please send a blank e-mail with the 12-Digit Control Number (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. To facilitate timely delivery, please make the request as instructed above on or before 05/07/09.
— How To Vote —
Please Choose One of the Following Voting Methods
     
(R1GOA2)  
Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. For directions to the meeting, please call our corporate office at 713-647-5000 or toll-free (from U.S. only) at 888-477-1288.

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the 12-Digit Control Number available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 


 

Voting Items
The Board of Directors recommends a vote “FOR” proposals 1, 2 and 3.
1.   Election of Directors
Nominees:
  01)   Earl J. Hesterberg
 
  02)   Beryl Raff
     
 
     
 
     
 
2.   Amendment to the Group 1 Automotive, Inc. 1998 Employee Stock Purchase Plan to increase the number of shares available for issuance under the plan from 2,500,000 to 3,500,000.
 
3.   Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm of the company for the fiscal year ending December 31, 2009.
     
 
 
        



 
 
(R1GOA3)

 


 

 
 
 
 
 
 
 
 
(R1GOA4)