PAG 8-K
Penske Automotive Group, Inc. (PAG)
8-K
2024-05-10
For: 2024-05-09
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Added on
April 12, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
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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 5.07 Submission of Matters to a Vote of Security Holders.
The 2024 Annual Meeting of Stockholders of Penske Automotive Group, Inc. (the “Company”) was held on May 9, 2024. 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:
| NOMINEE | FOR | WITHHELD | NON-VOTES | ||||||||
| John Barr | 58,228,222 | 4,806,276 | 2,283,732 | ||||||||
| Lisa Davis | 62,422,135 | 612,363 | 2,283,732 | ||||||||
| Wolfgang Dürheimer | 62,878,730 | 155,768 | 2,283,732 | ||||||||
| Michael Eisenson | 62,106,085 | 928,413 | 2,283,732 | ||||||||
| Robert Kurnick, Jr. | 61,772,222 | 1,262,276 | 2,283,732 | ||||||||
| Kimberly McWaters | 56,799,589 | 6,234,909 | 2,283,732 | ||||||||
| Kota Odagiri | 62,256,032 | 778,466 | 2,283,732 | ||||||||
| Greg Penske | 61,930,339 | 1,104,159 | 2,283,732 | ||||||||
| Roger Penske | 62,473,946 | 560,552 | 2,283,732 | ||||||||
| Sandra Pierce | 62,434,057 | 600,441 | 2,283,732 | ||||||||
| Greg Smith | 56,462,247 | 6,572,251 | 2,283,732 | ||||||||
| Ronald Steinhart | 56,387,559 | 6,646,939 | 2,283,732 | ||||||||
| Brian Thompson | 61,527,542 | 1,506,956 | 2,283,732 | ||||||||
Proposal 2
The proposal to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2024:
| FOR | AGAINST | ABSTAIN | ||||||
| 65,074,610 | 224,284 | 19,336 | ||||||
Proposal 3
The proposal to approve, on an advisory basis, our named executive officer compensation:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 62,053,780 | 957,049 | 23,669 | 2,283,732 | ||||||||
Item 8.01 Other Items.
On May 9, 2024, we issued a press release announcing that our Board of Directors declared a quarterly dividend in the amount of $0.96 per share, payable on June 4, 2024 to shareholders of record as of May 20, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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. | |||||||||||
| May 10, 2024 | By: | /s/ Shane M. Spradlin | |||||||||
| Name: Shane M. Spradlin | |||||||||||
| Title: Executive Vice President | |||||||||||
FOR IMMEDIATE RELEASE
PENSKE AUTOMOTIVE GROUP INCREASES DIVIDEND BY 10%
BLOOMFIELD HILLS, MI, May 9, 2024 -- 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 approved a quarterly dividend of $0.96 per share. “Based on the strength of our balance sheet and continued strong cash flow, we are pleased to provide our shareholders with a 10% increase in the cash dividend,” said Penske Automotive Group President, Robert Kurnick, Jr. The dividend is payable June 4, 2024, to shareholders of record as of May 20, 2024.
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 in the United States, the United Kingdom, Canada, 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. PAG employs over 28,500 people worldwide. Additionally, PAG owns 28.9% of Penske Transportation Solutions ("PTS"), a business that employs over 44,000 people worldwide, manages one of the largest, most comprehensive and modern trucking fleets in North America with over 442,000 trucks, tractors, and trailers under lease, rental, and/or maintenance contracts and provides innovative transportation, supply chain, and technology solutions to its customers. PAG is a member of the S&P Mid Cap 400, Fortune 500, Russell 1000, Russell 3000 indexes, and the S&P Mid Cap 400 Index. For additional information, including the Company's 2023 Corporate Responsibility Report highlighting its corporate responsibility strategies, activities, and certain metrics, visit the Company's website at www.penskeautomotive.com.
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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. Actual results may vary materially because of risks and uncertainties that are difficult to predict. These risks and uncertainties include, among others, those related to macro-economic, geo-political and industry conditions and events, including their impact on new and used vehicle sales, the availability of consumer credit, changes in consumer demand, consumer confidence levels, fuel prices, demand for trucks to move freight with respect to PTS and PTG, personal discretionary spending levels, interest rates, and unemployment rates; our ability to obtain vehicles and parts from our manufacturers, especially in light of supply chain disruptions due to natural disasters, the shortage of vehicle components, international conflicts, including the war in Ukraine, challenges in sourcing labor, or labor strikes or work stoppages, or other disruptions; changes in the retail model either from direct sales by manufacturers, a transition to an agency model of sales, sales by online competitors, or from the expansion of electric vehicles; the effects of a pandemic on the global economy, including our ability to react effectively to changing business conditions in light of any pandemic; the rate of inflation, including its impact on vehicle affordability; changes in interest rates and foreign currency exchange rates; our ability to consummate, integrate, and realize returns on acquisitions; with respect to PTS, changes in the financial health of its customers, labor strikes or work stoppages by its employees, a reduction in PTS' asset utilization rates, continued availability from truck manufacturers and suppliers of vehicles and parts for its fleet, changes in values of used trucks which affects PTS' profitability on truck sales and regulatory risks and related compliance costs, our ability to realize returns on our significant capital investments in new and upgraded dealership facilities; our ability to navigate a rapidly changing automotive and truck landscape; our ability to respond to new or enhanced regulations in both our domestic and international markets relating to dealerships and vehicles sales, including those related to the sales process or emissions standards, as well as changes in consumer sentiment relating to commercial truck sales that may hinder our or PTS' ability to maintain, acquire, sell, or operate trucks; the success of our distribution of commercial vehicles, engines, and power
systems; natural disasters; recall initiatives or other disruptions that interrupt the supply of vehicles or parts to us; 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, risks, and other uncertainties, which could affect Penske Automotive Group's future performance. The risks and uncertainties discussed above are not exhaustive and additional risk and uncertainties are addressed in Penske Automotive Group's Form 10-K for the year ended December 31, 2023, its Form 10-Q for the quarterly period ended March 31, 2024, and its other filings with the Securities and Exchange Commission. 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 Hulgrave | Anthony Pordon | ||||
| Executive Vice President and | Executive Vice President Investor Relations | ||||
| Chief Financial Officer | and Corporate Development | ||||
| Penske Automotive Group, Inc. | Penske Automotive Group, Inc. | ||||
| 248-648-2812 | 248-648-2540 | ||||
| [email protected] | [email protected] | ||||
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