Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
May 12, 2022
Penske Automotive Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware
1-12297
22-3086739
(State or other jurisdiction
(Commission
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
2555 Telegraph Road,
Bloomfield Hills, Michigan
48302
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:
248-648-2500
Not Applicable
Former name or former address, if changed since last report
Securities registered pursuant to Section 12(b) of the Act:
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.
Our 2022 Annual Meeting of Stockholders was held on May 12, 2022. At the Annual Meeting, all measures were approved in accordance with the shareholder 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, based upon the following votes:
NOMINEE
FOR
WITHHELD
NON-VOTES
John Barr
60,561,714
10,516,703
2,801,141
Lisa Davis
65,227,580
5,850,837
2,801,141
Wolfgang Dürheimer
70,774,835
303,582
2,801,141
Michael Eisenson
69,900,948
1,177,469
2,801,141
Robert Kurnick, Jr.
69,390,025
1,688,392
2,801,141
Kimberly McWaters
60,425,694
10,652,723
2,801,141
Kota Odagiri
70,004,202
1,074,215
2,801,141
Greg Penske
69,695,916
1,382,501
2,801,141
Roger Penske
70,286,094
792,323
2,801,141
Sandra Pierce
69,889,414
1,189,003
2,801,141
Greg Smith
60,152,429
10,925,988
2,801,141
Ronald Steinhart
60,558,456
10,519,961
2,801,141
Brian Thompson
69,757,302
1,321,115
2,801,141
Proposal 2
The proposal to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2022 was approved based upon the following votes:
FOR
AGAINST
ABSTAIN
73,328,626
542,106
8,826
Proposal 3
The proposal to approve, on an advisory basis, our executive compensation was approved based upon the following votes:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
70,258,085
766,366
53,966
2,801,141
Item 8.01 Other Events
On May 12, 2022, we announced that our Board of Directors has declared a quarterly dividend in the amount of $0.50 per share payable on June 1, 2022 to shareholders of record as of May 23, 2022, and increased the Company's share repurchase authorization to $250 million, each as discussed more fully in the press release incorporated herein and attached hereto as Exhibit 99.1.
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.
