UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): |
(Exact name of registrant as specified in its charter)
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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:
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Our Board of Directors adopted amended and restated bylaws effective October 14, 2020. The principal changes were to facilitate virtual stockholder meetings, require more information from stockholders who wish to present a matter at our annual stockholders meeting, and lower the quorum requirements for Board committee meetings from a majority of committee members to 40% of committee members.
This description of the amendments to the bylaws is qualified in its entirety by reference to the text of the bylaws filed as Exhibit 3.2 to this Report and incorporated by reference herein.
Item 8.01 Other Events.
On October 14, 2020, we announced that our Board of Directors has reinstated our quarterly dividend in the amount of $0.42 per share payable December 1, 2020 to shareholders of record as of November 10, 2020, as discussed more fully in the press release incorporated herein and attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Index
Exhibit No. |
| Description |
3.2 | ||
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.
Penske Automotive Group, Inc. | ||||
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October 14, 2020 |
| By: |
| /s/ Shane M. Spradlin |
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| Name: Shane M. Spradlin |
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| Title: Executive Vice President |