Group 1 Automotive gives Conifer a board seat and caps its stake at 19% under new stockholder agreement
SEC filings show Group 1 Automotive will expand its board to 11 and appoint a Conifer Management analyst from 1 November, in return for standstill and voting commitments from Conifer.
Group 1 Automotive (CIK 1031203) agreed on 21 September 2026 to add Conifer Management analyst Benjamin Hart to an enlarged 11-member board from 1 November, while Conifer, which holds 1,512,290 shares, accepted a 19% ownership cap and agreed to vote with the board except on extraordinary transactions.
- Company
- Group 1 Automotive, Inc. (CIK 1031203)
- Counterparty
- Conifer Management, L.L.C. and affiliates
- Conifer holding
- 1,512,290 shares (as of 21 Sep 2026)
- Board
- Expands from 10 to 11; Benjamin Hart joins 1 Nov 2026
- Standstill cap
- 19% of outstanding common stock or voting securities
- Nomination condition
- Conifer holds at least 5%
- Term
- To 30 days before the 2030 AGM nomination deadline
Group 1 Automotive, Inc. (CIK 1031203) has entered into a stockholder agreement with Conifer Management, L.L.C. under which the company will increase its board from 10 to 11 directors and appoint Benjamin Hart, an analyst at Conifer Management, as a director with effect from 1 November 2026 (Form 8-K, filed 22 September 2026).
The filing states that Conifer, together with Conifer Capital Management, Acacia Partners LP, Acacia Conservation Fund LP and their controlled affiliates, beneficially owned an aggregate of 1,512,290 shares of Group 1 common stock as of 21 September 2026, the agreement's effective date (Form 8-K, 22 September 2026).
Under the standstill provisions, Conifer may not acquire beneficial ownership of more than 19% of the company's outstanding common stock or voting securities. It is also barred from soliciting proxies, advising others on how to vote and acquiring equity in competitors, and while Mr Hart remains with Conifer its trading in the shares is limited to open trading windows (Form 8-K, 22 September 2026).
During the support period, Conifer has agreed to vote its shares in line with the board's recommendations, except on extraordinary transactions, where it may vote at its discretion (Form 8-K, 22 September 2026).
The company's obligation to nominate Conifer's director depends on Conifer continuing to hold at least 5% of the common stock or voting securities. The agreement runs until 30 days before the nomination deadline for the 2030 annual meeting of stockholders, with provision for extension if the new director remains with Conifer and is renominated (Form 8-K, 22 September 2026).
Mr Hart will be paid on the same basis as the company's other non-employee directors, and the filing reports no family relationships or other arrangements requiring disclosure (Form 8-K, Item 5.02, 22 September 2026).
The filings do not state the reasons for the agreement. Loro has made no approach to the company. Figures are as reported in Group 1 Automotive's SEC filings.
Primary sources
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