0001019849FALSE00010198492024-05-092024-05-09
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
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| Date of Report (Date of Earliest Event Reported): | May 9, 2024 |
Penske Automotive Group, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 1-12297 | | 22-3086739 |
| (State or other jurisdiction | | (Commission | | (I.R.S. Employer |
| of incorporation) | | File Number) | | Identification No.) |
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2555 Telegraph Road, | | | | |
Bloomfield Hills, Michigan | | | | 48302 |
| (Address of principal executive offices) | | | | (Zip Code) |
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| Registrant’s telephone number, including area code: | | 248-648-2500 |
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| | Not Applicable | | |
Former name or former address, if changed since last report |
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Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Voting Common Stock, par value $0.0001 per share | PAG | New York Stock Exchange |
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 5.07 Submission of Matters to a Vote of Security Holders.
The 2024 Annual Meeting of Stockholders of Penske Automotive Group, Inc. (the “Company”) was held on May 9, 2024. At the Annual Meeting, all proposals were approved in accordance with the stockholder voting results noted below.
Proposal 1
The thirteen director nominees named in our proxy statement were elected, each for a term expiring at the next Annual Meeting of Stockholders or until their successors are duly elected and qualified or until their earlier resignation or removal:
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| NOMINEE | FOR | WITHHELD | NON-VOTES |
| John Barr | 58,228,222 | 4,806,276 | 2,283,732 |
| Lisa Davis | 62,422,135 | 612,363 | 2,283,732 |
| Wolfgang Dürheimer | 62,878,730 | 155,768 | 2,283,732 |
| Michael Eisenson | 62,106,085 | 928,413 | 2,283,732 |
| Robert Kurnick, Jr. | 61,772,222 | 1,262,276 | 2,283,732 |
| Kimberly McWaters | 56,799,589 | 6,234,909 | 2,283,732 |
| Kota Odagiri | 62,256,032 | 778,466 | 2,283,732 |
| Greg Penske | 61,930,339 | 1,104,159 | 2,283,732 |
| Roger Penske | 62,473,946 | 560,552 | 2,283,732 |
| Sandra Pierce | 62,434,057 | 600,441 | 2,283,732 |
| Greg Smith | 56,462,247 | 6,572,251 | 2,283,732 |
| Ronald Steinhart | 56,387,559 | 6,646,939 | 2,283,732 |
| Brian Thompson | 61,527,542 | 1,506,956 | 2,283,732 |
Proposal 2
The proposal to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2024:
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| FOR | AGAINST | ABSTAIN | |
| 65,074,610 | 224,284 | 19,336 | |
Proposal 3
The proposal to approve, on an advisory basis, our named executive officer compensation:
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| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 62,053,780 | 957,049 | 23,669 | 2,283,732 |
Item 8.01 Other Items.
On May 9, 2024, we issued a press release announcing that our Board of Directors declared a quarterly dividend in the amount of $0.96 per share, payable on June 4, 2024 to shareholders of record as of May 20, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Index
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| Exhibit No. | | Description |
99.1 | | | |
| 104 | | Cover Page Interactive Data File (formatted as inline XBRL). | |
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.
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| | Penske Automotive Group, Inc. |
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| May 10, 2024 | | By: | /s/ Shane M. Spradlin |
| | | Name: Shane M. Spradlin |
| | | Title: Executive Vice President |