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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 11, 2023

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 classTrading Symbol(s)Name of each exchange on which registered
Voting Common Stock, par value $0.0001 per sharePAGNew 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 2023 Annual Meeting of Stockholders of Penske Automotive Group, Inc. (the “Company”) was held on May 11, 2023. 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:

NOMINEEFORWITHHELDNON-VOTES
John Barr57,526,4517,533,9572,168,739
Lisa Davis63,875,240915,1682,168,739
Wolfgang Dürheimer64,587,906202,5022,168,739
Michael Eisenson63,898,436891,9722,168,739
Robert Kurnick, Jr.63,488,0001,302,4082,168,739
Kimberly McWaters55,323,6329,466,7762,168,739
Kota Odagiri63,817,107973,3012,168,739
Greg Penske63,722,5611,067,8472,168,739
Roger Penske64,077,506712,9022,168,739
Sandra Pierce63,473,6261,316,7822,168,739
Greg Smith56,516,2928,274,1162,168,739
Ronald Steinhart57,250,7267,539,6872,168,739
Brian Thompson63,500,6391,289,7692,168,769
Proposal 2
The proposal to adopt an Amended and Restated Certificate of Incorporation to incorporate new Delaware law provisions regarding officer exculpation:

FORAGAINSTABSTAINBROKER NON-VOTES
55,184,0269,574,60031,7822,168,739
Proposal 3
The proposal to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2023:
FORAGAINSTABSTAIN
66,552,637391,56514,945


Proposal 4
The proposal to approve, on an advisory basis, our named executive officer compensation:
FORAGAINSTABSTAINBROKER NON-VOTES
64,189,463567,71333,2322,168,739
Proposal 5
The proposal to approve, on an advisory basis, the frequency of future advisory votes regarding the compensation of our named executive officers:
1 YEAR2 YEARS3 YEARSABSTAIN
63,079,74117,3751,672,38520,907
Based on the results of the vote for Proposal 5, and consistent with the recommendation of our Board of Directors (the “Board”), the Board has determined that future advisory votes of shareholders regarding our named executed officer compensation will be submitted annually to the Company’s shareholders until the next advisory vote on the frequency of shareholder votes on named executive compensation.

Item 8.01 Other Events.    


On May 11, 2023, we issued a press release announcing that our Board declared a quarterly dividend in the amount of $0.66 per share, payable on June 1, 2023 to shareholders of record as of May 22, 2023. Additionally, we announced that the Board delegated to management $250 million in authority to repurchase the Company’s outstanding securities. This repurchase authority is in addition to previously announced repurchase authority, of which $135.8 million remained outstanding as of May 10, 2023. A copy of the press release is being filed as Exhibit 99.1 to this Form 8-K.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
    


Exhibit Index

Exhibit No. Description
99.1
104Cover 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.
May 15, 2023
By:
/s/ Shane M. Spradlin
Name: Shane M. Spradlin
Title: Executive Vice President