0001019849FALSE00010198492022-05-122022-05-12

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, 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 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.
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:
NOMINEEFORWITHHELDNON-VOTES
John Barr60,561,71410,516,7032,801,141
Lisa Davis65,227,5805,850,8372,801,141
Wolfgang Dürheimer70,774,835303,5822,801,141
Michael Eisenson69,900,9481,177,4692,801,141
Robert Kurnick, Jr.69,390,0251,688,3922,801,141
Kimberly McWaters60,425,69410,652,7232,801,141
Kota Odagiri70,004,2021,074,2152,801,141
Greg Penske69,695,9161,382,5012,801,141
Roger Penske70,286,094792,3232,801,141
Sandra Pierce69,889,4141,189,0032,801,141
Greg Smith60,152,42910,925,9882,801,141
Ronald Steinhart60,558,45610,519,9612,801,141
Brian Thompson69,757,3021,321,1152,801,141
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:
FORAGAINSTABSTAIN
73,328,626542,1068,826
Proposal 3
The proposal to approve, on an advisory basis, our executive compensation was approved based upon the following votes:
FORAGAINSTABSTAINBROKER NON-VOTES
70,258,085766,36653,9662,801,141
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.




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 12, 2022
By:
/s/ Shane M. Spradlin
Name: Shane M. Spradlin
Title: Executive Vice President



image_0.jpg
Exhibit 99.1
Press Release
Penske Automotive Group, Inc.,
2555 Telegraph Rd.
Bloomfield Hills, MI 48302



FOR IMMEDIATE RELEASE

PENSKE AUTOMOTIVE GROUP INCREASES DIVIDEND
AND SHARE REPURCHASE AUTHORIZATION

Dividend Increased by Three Cents to $0.50

Share Repurchase Authorization Increased to $250 Million

BLOOMFIELD HILLS, MI, May 12, 2022 – Penske Automotive Group, Inc. (NYSE: PAG), a diversified international transportation services company and one of the world’s premier automotive and commercial truck retailers, today announced that its Board of Directors has increased the Company’s dividend by 6.4%, or $0.03 per share, to $0.50 per share. “During the first quarter of 2022, Penske Automotive Group generated $381 million in cash flow from operations. Based on this strong cash flow, and the continued strength of the Company’s diversified business model, we are delighted to provide our shareholders with another increase in the cash dividend,” said Penske Automotive Group President, Robert Kurnick.

The dividend is payable June 1, 2022, to shareholders of record on May 23, 2022.

Additionally, the Board of Directors increased the Company’s share repurchase authorization to $250 million. From January 1 through April 30, 2022, the Company had repurchased 1.9 million shares for $184.1 million, leaving it with $46.3 million available as of April 30, 2022.

About Penske Automotive
Penske Automotive Group, Inc., (NYSE: PAG) headquartered in Bloomfield Hills, Michigan, is a diversified international transportation services company and one of the world’s premier automotive and commercial truck retailers. PAG operates dealerships principally in the United States, the United Kingdom, Germany, Italy, and Japan and is one of the largest retailers of commercial trucks in North America for Freightliner. PAG also distributes and retails commercial vehicles, diesel and gas engines, power systems and related parts and services principally in Australia and New Zealand. Additionally, PAG owns 28.9% of Penske Transportation Solutions, a business that manages a fleet of over 373,000 vehicles providing innovative transportation, supply chain and technology solutions to North American fleets. 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 financial performance, acquisitions, and growth plans. 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 and geo-political conditions generally, conditions in the credit markets, inflation, changes in interest rates and foreign currency exchange rates, changes in tariff rates, changes in the distribution model in our international operations via agency or other means, 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 war in Ukraine, the shortage of automotive semiconductor chips or other components, natural disasters, recall 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, 2021, 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.


Inquiries should contact:

Shelley HulgraveAnthony Pordon
Executive Vice President andExecutive Vice President Investor Relations
Chief Financial Officerand Corporate Development
Penske Automotive Group, Inc.Penske Automotive Group, Inc.
248-648-2812248-648-2540
shulgrave@penskeautomotive.comtpordon@penskeautomotive.com

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