8-K

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

Date of Report (Date of Earliest Event Reported): May 12, 2021

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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Item 5.02(b) Resignation of Principal Financial Officer

On May 12, 2021, J.D. Carlson submitted his voluntary resignation as our Executive Vice President and Chief Financial Officer effective June 1, 2021, as discussed more fully in the press release incorporated herein and attached hereto as Exhibit 99.1. In connection with Mr. Carlson’s resignation, and, in light of his 15 years of meritorious service, we have agreed to vest his remaining 29,022 shares of restricted stock which would have otherwise vested in years 2022-2025.

Item 5.02(c) Appointment of Principal Financial Officer and Principal Accounting Officer

On May 12, 2021, Michelle (Shelley) Hulgrave, our Senior Vice President and Corporate Controller, was promoted to the position of Executive Vice President and Chief Financial Officer, and she will be our and principal financial officer and principal accounting officer, each effective June 1, 2021. Ms. Hulgrave, 42, has served as our Senior Vice President since February 2020 and our Corporate Controller since June 2015. She has also served as our Corporate Accounting Manager beginning in October 2006 coordinating the Company’s accounting teams in the United States, Europe and Australia. Prior to joining us, Ms. Hulgrave held various positions for DaimlerChrysler Financial and Ernst & Young. In connection with her appointment, Ms. Hulgrave’s salary was increased to $500,000.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Our 2021 Annual Meeting of Stockholders was held on May 12, 2021.  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	63,156,700	11,903,826	2,838,847
Lisa Davis	74,454,977	605,549	2,838,847
Wolfgang Dürheimer	74,849,322	211,204	2,838,847
Michael Eisenson	73,740,658	1,319,868	2,838,847
Robert Kurnick, Jr.	73,492,071	1,568,455	2,838,847
Kimberly McWaters	63,004,715	12,055,811	2,838,847
Greg Penske	73,855,037	1,205,489	2,838,847
Roger Penske	73,928,585	1,131,941	2,838,847
Sandra Pierce	74,089,205	971,321	2,838,847
Greg Smith	62,637,773	12,422,753	2,838,847
Ronald Steinhart	63,160,222	11,900,304	2,838,847
Brian Thompson	73,206,891	1,853,635	2,838,847
Masashi Yamanaka	73,486,790	1,573,736	2,838,847

Proposal 2

The proposal to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2021 was approved based upon the following votes:

FOR	AGAINST	ABSTAIN
77,269,378	619,146	10,849

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
74,258,684	709,223	92,619	2,838,847

Item 8.01 Other Events.

On May 12, 2021, we announced that our Board of Directors has declared a quarterly dividend in the amount of $0.44 per share payable on June 2, 2021 to shareholders of record as of May 24, 2021, as discussed more fully in the press release incorporated herein and attached hereto as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Index

Exhibit No.	Description
99.1	Press Release
99.2	Press Release
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.

__, 2020
	Penske Automotive Group, Inc.
May 13, 2021	By:	/s/ Shane M. Spradlin
		Name: Shane M. Spradlin
		Title: Executive Vice President

EX-99.1

	Exhibit 99.1 Press Release
	Penske Automotive Group, Inc. 2555 Telegraph Road Bloomfield Hills, MI 48302-0954

FOR IMMEDIATE RELEASE

PENSKE AUTOMOTIVE GROUP INCREASES DIVIDEND

BLOOMFIELD HILLS, MI, May 12, 2021 – Penske Automotive Group, Inc. (NYSE:PAG), a diversified international transportation services company, today announced that its Board of Directors has increased the Company’s dividend by 2.3% to $0.44 per share. The dividend is payable June 2, 2021, to shareholders of record on May 24^th, 2021.

“We are pleased to offer our shareholders an increase in the quarterly dividend,” said Penske Automotive Group President, Robert H. Kurnick. “Our business achieved record results in the first quarter and our cash flow remains strong. With this increase, the annualized dividend increases to $1.76 per share representing a yield of approximately 2%.”

About Penske Automotive

Penske Automotive Group, Inc., (NYSE:PAG) headquartered in Bloomfield Hills, Michigan, is a diversified international transportation services company that operates automotive and commercial truck dealerships principally in the United States, the United Kingdom, Canada, and Western Europe, and distributes commercial vehicles, diesel and gas engines, power systems and related parts and services principally in Australia and New Zealand. PAG is a member of the Fortune 500, Russell 1000, and Russell 3000 indexes, and is ranked among the World’s Most Admired Companies by Fortune Magazine. For additional information, visit the company’s website at www.penskeautomotive.com.

Caution Concerning Forward Looking Statements

Statements in this press release may involve forward-looking statements, including forward-looking statements regarding Penske Automotive Group, Inc.’s liquidity and business results. Actual results may vary materially because of risks and uncertainties that are difficult to predict. These risks and uncertainties include, among others: the duration, severity and resolution of the COVID-19 pandemic, government mandated restrictions on our business in light of COVID-19 or otherwise, economic conditions generally, conditions in the credit markets, changes in interest rates and foreign currency exchange rates, changes in tariff rates, new rules in place after the recent Brexit accord between the European Union and the U.K. could slow parts originating in the U.K. or Europe for distribution to our dealerships, adverse conditions affecting a particular manufacturer, including the adverse impact to the vehicle and parts supply chain due to limited vehicle availability due to the

COVID-19 pandemic, the shortage of automotive semiconductor chips or other vehicle components, natural disasters, recalls or other disruptions that interrupt the supply of vehicles or parts to us, changes in consumer credit availability, the outcome of legal and administrative matters, and other factors over which management has limited control. These forward-looking statements should be evaluated together with additional information about Penske Automotive Group’s business, markets, conditions, and other uncertainties, which could affect Penske Automotive Group’s future performance. These risks and uncertainties are addressed in Penske Automotive Group’s Form 10-K for the year ended December 31, 2020, and its other filings with the Securities and Exchange Commission (“SEC”). This press release speaks only as of its date, and Penske Automotive Group disclaims any duty to update the information herein.

248-648-2810 jcarlson@penskeautomotive.com	248-648-2540 tpordon@penskeautomotive.com
J. D. Carlson Executive Vice President and Chief Financial Officer Penske Automotive Group, Inc. 248-648-2810 jcarlson@penskeautomotive.com	Anthony R. Pordon Executive Vice President Investor Relations and Corporate Development Penske Automotive Group, Inc. 248-648-2540 tpordon@penskeautomotive.com

# # #

EX-99.2

	Exhibit 99.2 Press Release
	Penske Automotive Group, Inc. 2555 Telegraph Road Bloomfield Hills, MI 48302-0954

FOR IMMEDIATE RELEASE

PENSKE AUTOMOTIVE ANNOUNCES OFFICER APPOINTMENTS

BLOOMFIELD HILLS, MI, May 12, 2021 -- Penske Automotive Group, Inc. (NYSE: PAG), a diversified international transportation services company, today announced that Michelle (Shelley) Hulgrave, the company's Senior Vice President and Corporate Controller, has been named Executive Vice President and Chief Financial Officer, effective June 1, 2021. Ms. Hulgrave will replace J.D. Carlson, who is retiring effective June 1 from his role as Executive Vice President and Chief Financial Officer.

Ms. Hulgrave joined our company in 2006 as Corporate Accounting Manager, was promoted to Vice President and Corporate Controller in 2015 and was promoted again to Senior Vice President in February 2020. Prior to joining us, Ms. Hulgrave held various positions for DaimlerChrysler Financial and Ernst & Young. Ms. Hulgrave has a strong operational and technical background in finance and accounting and her experience and tenure with the Penske Automotive organization will help maintain the integrity and discipline of our worldwide financial operations, and provide a solid foundation for success.

The company also announced the promotion of Aaron Michael to Executive Vice President, Financial Services and Global Risk Management, and Treasurer. Mr. Michael has served as our Senior Vice President, Financial Services since 2014 and has been the Company’s Treasurer since 2006. In this role, Mr. Michael will continue to manage the Company’s capital structure, relationships with lending partners and real estate portfolio. He is also assuming the additional responsibility of oversight for the Company’s risk management function. From 2001 through 2006, Mr. Michael was employed by Penske Corporation in various finance and treasury roles. Prior to working with Penske, Mr. Michael was a commercial lender for Comerica Bank. Mr. Michael has been instrumental in reducing the Company’s leverage and optimizing its capital structure during the challenging pandemic year.

About Penske Automotive

Penske Automotive Group, Inc., (NYSE:PAG) headquartered in Bloomfield Hills, Michigan, is a diversified international transportation services company that operates automotive and commercial truck dealerships principally in the United States, the United Kingdom, Canada, and Western Europe, and distributes commercial vehicles, diesel and gas engines, power systems and related parts and services principally in Australia and New Zealand. PAG is a member of the Fortune 500, Russell 1000,

and Russell 3000 indexes, and is ranked among the World’s Most Admired Companies by Fortune Magazine. For additional information, visit the company’s website at www.penskeautomotive.com.

248-648-2810 jcarlson@penskeautomotive.com	248-648-2540 tpordon@penskeautomotive.com
Anthony R. Pordon Executive Vice President Investor Relations and Corporate Development Penske Automotive Group, Inc. 248-648-2540 tpordon@penskeautomotive.com

# # #

XML

Document and Entity Information	May 12, 2021
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	May 12, 2021
Entity File Number	1-12297
Entity Registrant Name	Penske Automotive Group, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	22-3086739
Entity Address, Address Line One	2555 Telegraph Road
Entity Address, City or Town	Bloomfield Hills
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48302
City Area Code	248
Local Phone Number	648-2500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Voting Common Stock, par value $0.0001 per share
Trading Symbol	PAG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001019849
Amendment Flag	false