UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of Earliest Event Reported): | February 20, 2018 |
Group 1 Automotive, Inc.
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(Exact name of registrant as specified in its charter)
| Delaware | 1-13461 | 76-0506313 |
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(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 800 Gessner, Suite 500, Houston, Texas | 77024 | |
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(Address of principal executive offices) |
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(Zip Code) |
| Registrant’s telephone number, including area code: | 713-647-5700 |
Not Applicable
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Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
5.02(e) - Group 1 Automotive, Inc. 2018 Short Term Incentive Plan
On February 20, 2018, the Compensation Committee of the Board of Directors of Group 1 Automotive, Inc. (the "Company") established the objectives for the Company's 2018 Short Term Incentive Plan (the "Plan") payable in 2019 for executive officers of the Company. Incentive compensation will be based upon both financial and mission-based goals. 57 - 60% of the incentive award will be financial-based (EPS target) and 40 - 43% of the incentive award will be based on mission-based goals established at the beginning of the year. The mission-based and financial portions of the bonus can be awarded independently so that achievement of one is not predicated on the achievement of the other; however, the mission-based portion of the bonus will only be paid if the Company achieves an EPS of at least $7.25. Under the Plan, assuming all mission-based goals are attained, combined with the financial-based portion of the Plan, the bonus payout as a percentage of each officer's base salary at January 1, 2018, is as follows:
Earl J. Hesterberg - Threshold Performance - 67% ($766,666); Target Performance - 83% ($958,333); and Maximum Performance - 125% ($1,437,500).
Daryl A. Kenningham - Threshold Performance - 67% ($416,000); Target Performance - 83% ($520,000); and Maximum Performance - 115% ($717,600).
John C. Rickel - Threshold Performance - 67% ($ 399,800); Target Performance - 83% ($499,750); and Maximum Performance - 115% ($689,655).
Frank Grese, Jr. - Threshold Performance - 67% ($381,667); Target Performance - 83% ($477,083); and Maximum Performance - 115% ($658,375).
Peter C. DeLongchamps – Threshold Performance - 67% ($318,867); Target Performance - 83% ($398,583); and Maximum Performance - 115% ($550,045).
Darryl M. Burman - Threshold Performance - 67% ($305,867); Target Performance - 83% ($382,333); and Maximum Performance - 115% ($527,620).
A copy of the 2018 Short Term Incentive Plan Guidelines is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
10.1 Group 1 Automotive, Inc. 2018 Short Term Incentive Plan Guidelines
Exhibit Index
Exhibit No.
Description
Group 1 Automotive, Inc. 2018 Short Term Incentive Plan Guidelines
SIGNATURES
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 hereunto duly authorized.
| Group 1 Automotive, Inc. | ||||
| February 22, 2018 | By: |
/s/ Darryl M. Burman
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| Name: Darryl M. Burman | ||||
| Title: Senior Vice President | ||||
Exhibit 10.1
2018 Short Term Incentive Plan Guidelines
Each year the Compensation Committee of the Board (“the Committee”) will approve the employees of Group 1 who are eligible for participation in the Short Term Incentive Plan (“the Plan”) for the year.
Incentive compensation levels of the Plan for each individual will be stated as a percentage of the participating employee’s base compensation in effect when the Plan is approved by the Committee.
For Vice Presidents and above, incentive compensation levels of the Plan will be based upon both financial-based and mission-based goals for the Plan year as established by the Committee.
| – Up to 60% of the incentive award will be based on an established financial goal (EPS target). The EPS target will equate to the Company’s adjusted EPS as disclosed in its fourth quarter earnings release as filed with the Securities and Exchange Commission. |
| – Up to 50% of the incentive award will be based on mission-based goals established at the beginning of each year. The mission-based bonus will only be funded if the Company achieves a minimum EPS of $7.25. |
| – The mission-based and financial-based portions of the bonus can be awarded independently so that achievement of one is not predicated on the achievement of the other. |
For Employees hired during a Plan year, the Committee will have complete discretion as to the extent of participation in the Plan, if any, by the new hire.
Employees who resign their positions with Group 1 will not be entitled to participate in the Plan for the year in which the resignation occurs.
Employees who resign their positions with Group 1 after the end of a Plan year, but before the actual payment of the incentive compensation amounts will be entitled to payment for the Plan year for which they were employed.
Incentive Compensation earned for the Plan year will be paid after completion of the Company’s audit and announcement of earnings for that year.
In the event of a material restatement of the Company’s financial statement due to an error, the Committee may, in its discretion, either make additional payment to or seek to recover the cash amount by which the individual employee’s bonus is affected based on the restated financial results.
The Committee has sole authority to administer, modify or change the Plan, including but not limited to, adjusting actual performance criteria for Plan purposes for extraordinary or unusual items included in actual operating results, or when the company fails to meet financial objectives .