defa14a
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.   )
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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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(GRAPHIC)
*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 18, 2010

GROUP 1 AUTOMOTIVE, INC.
(GROUP 1 AUTOMOTIVE LOGO)
GROUP 1 AUTOMOTIVE, INC.
800 Gessner
Suite 500
HOUSTON, TX 77024

Meeting Information
Meeting Type:     Annual Meeting
For holders as of:   March 22, 2010
Date:   May 18, 2010   Time:   10:00 AM CDT
Location:   Hotel Granduca
1080 Uptown Park Boulevard
Houston, Texas
You are receiving this communication because you hold shares in the above named company.
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 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.




 

 

(GRAPHIC)
—  Before You Vote  —
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
1. Notice and Proxy Statement         2. Form 10-K
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. Please make the request as instructed above on or before May 04, 2010 to facilitate timely delivery.
—  How To Vote  —
Please Choose One of The Following Voting Methods
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.
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.


 

 

(GRAPHIC)
                 
Voting Items    
 
                
The Board of Directors recommends that you
vote FOR the following:
 
                
1.
    Election of Directors:
Nominees		    
 
                
    01     John L. Adams      02    J. Terry Strange    03    Max P. Watson, Jr.  
 
                
 
                
The Board of Directors recommends you vote FOR the following proposal(s):
 
2.
    Amendment and Restatement of the Group 1 Automotive, Inc. 2007 Long Term Incentive Plan to increase the number of shares available for issuance under the plan from 6,500,000 to 7,500,000.
 
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, 2010.
 
NOTE: In their discretion, such attorney-in-fact and proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof.