Penske Automotive Group, Inc 8-K, filed Nov 2, 2020
Penske Automotive Group, Inc. (PAG)
About this 8-K
Penske Automotive Group, Inc filed this 8-K on November 2, 2020.
Items reported
- Item 5.04: Benefit plan trading blackout
- Item 9.01: Financial statements and exhibits
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
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Securities registered pursuant to Section 12(b) of the Act:
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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 5.04.Temporary Suspension of Trading under Registrant’s Employee Benefit Plans.
We have provided notice to participants in the Penske Automotive Group, Inc. 401(k) Savings and Retirement Plan (the “Plan”) that there will be a blackout period with respect to the Plan’s company stock fund that is invested in our common stock. The blackout period is required in connection with the Plan’s transition to a new recordkeeper, Principal Financial Group. The blackout period will permit the transmission and verification of data concerning the accounts under the Plan from the existing recordkeeper to the new recordkeeper.
The blackout period is expected to begin on December 3, 2020 at 1:00 p.m. Eastern Time and to end during the week of December 7, 2020. The exact date on which the blackout period will end is not known at this time because it will depend on when the process of transferring and verifying data to Principal Financial Group is complete.
On November 2, 2020, we provided a notice to our directors and executive officers informing them that, during the blackout period, they will be restricted from purchasing, acquiring, selling or otherwise transferring our common stock or our other equity securities except as otherwise permitted by Regulation BTR. A copy of such notice is filed hereto as Exhibit 99.1 and incorporated by reference herein.
Stockholders and other interested persons may obtain, without charge, the actual beginning and ending dates of the blackout period by contacting Charlie Sidner by mail at 2555 Telegraph Road, Bloomfield Hills, MI 48302, or by phone at (248) 648-2500.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Index
Exhibit No. |
| Description |
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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November 2, 2020 |
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| /s/ Shane M. Spradlin |
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| Name: Shane M. Spradlin |
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| Title: Executive Vice President |
Exhibit 99.1
Date:November 2, 2020
To: Executive Officers and Directors of Penske Automotive Group, Inc
Re: Upcoming Blackout Period
This notice is to inform you that, as directors and executive officers of Penske Automotive Group, Inc. (the “Company” or “we”), you will be prohibited from trading in the Company’s common stock during an upcoming blackout period. This blackout period is required in connection with the transition of the Penske Automotive Group, Inc. 401(k) Savings and Retirement Plan (the “Plan”) to a new recordkeeper, Principal Financial Group. As a result of the transition to a new recordkeeper, Plan participants will be temporarily unable to obtain loans or distributions from the Plan or reallocate their accounts, including with respect to assets invested in the Company’s stock fund. The blackout period is currently expected to begin on December 3, 2020 at 1:00 p.m. Eastern Time and to end during the week of December 7, 2020. The exact date on which the blackout period will end is not known at this time because it will depend on when the process of transferring and verifying data to Principal Financial Group is complete.
The blackout period is required in accordance with the Sarbanes-Oxley Act of 2002 and the SEC’s Regulation BTR, which prohibit an issuer’s directors and executive officers from directly or indirectly purchasing, selling or otherwise acquiring or transferring any equity securities of the issuer, including pursuant to options to acquire shares or other derivative securities, during a blackout period under the issuer’s retirement plans. This trading restriction prohibits directors and executive officers of the Company from trading within the Plan as well as trading outside the Plan. The restriction applies whether or not you are a participant in, or eligible to participate in, the Plan.
The trading prohibition above does not apply, however, to certain transactions, such as qualified Rule 10b5-1 trading plan transactions and bona fide gifts. Although there are certain limited exempt transactions, the rules are complex, and engaging in a transaction that violates the rules could result in both civil and criminal penalties. Please contact Shane Spradlin at 248-648-2500, before you, any immediate family member living with you or any trust or other entity in which you have an interest engages in any acquisition, sale or other disposition of ordinary shares of the Company during the blackout period or if you believe that a transaction in which you have an interest may occur during the blackout period.
If you have any questions concerning this notice, please contact Shane Spradlin by mail at 2555 Telegraph Road, Bloomfield Hills, MI 48302, or by phone at (248) 648-2500. You may obtain, without charge, information as to whether the blackout period has begun or ended by contacting Mr. Spradlin at the address or telephone number listed above.
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