Group 1 Automotive, Inc. announced on September 21, 2026, that it has entered into a Stockholder Agreement with Conifer Management, L.L.C. The agreement outlines a plan to expand the company’s Board of Directors from ten to eleven members and appoint Benjamin Hart, an analyst at Conifer, to fill the new vacancy.
The appointment of Mr. Hart is effective November 1, 2026. Conifer is identified as one of Group 1’s largest shareholders. Under the terms of the Stockholder Agreement, Conifer has agreed to vote its shares in accordance with the Board’s recommendations during a Support Period. The agreement also imposes customary standstill restrictions on Conifer, including a cap of 19% beneficial ownership of the company’s common stock and prohibitions on soliciting proxies or acquiring equity securities of competitors.
Mr. Hart is a member of the investment team for the Acacia funds managed by Conifer. The filing notes that he has nearly two decades of investment experience, having previously served as a Portfolio Manager at Glenville Capital Management and as a Senior Research Analyst at The Haverford Trust Company. He holds a Bachelor of Arts from Franklin & Marshall College and is a CFA charterholder.
The Stockholder Agreement is set to terminate on the date that is thirty days prior to the deadline for the submission of stockholder notice of director nominations for the Company’s 2030 annual meeting of stockholders. The agreement includes provisions for automatic extension if the Company intends to nominate Mr. Hart for re-election at the following annual meeting and he remains associated with Conifer.
