Penske Automotive Group, Inc 8-K, filed May 13, 2021
Penske Automotive Group, Inc. (PAG)
About this 8-K
Penske Automotive Group, Inc filed this 8-K on May 13, 2021, reporting on events of May 12, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 | | |
99.2 | | |
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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May 13, 2021 |
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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 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 24th, 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.
J. D. Carlson Chief Financial Officer Penske Automotive Group, Inc. | Anthony R. Pordon Penske Automotive Group, Inc. |
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| 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.
Anthony R. Pordon Penske Automotive Group, Inc. | |
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