PAG 8-K
Penske Automotive Group, Inc. (PAG)
8-K
2025-05-16
For: 2025-05-14
View Original
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 1.01 Entry into a Material Definitive Agreement.
On May 14, 2025, Penske Automotive Group, Inc. (“we” or “the Company”) entered into an Amended and Restated Services Agreement with Mitsui & Co (U.S.A.), Inc. (“Mitsui USA”) under which Mitsui USA employee Yosuke Kawakami, our newly elected member of the Board of Directors, assists us in the strategic development of business opportunities and relationships in transportation related industries and the evaluation of new technologies in the automotive and trucking sectors (the “Services Agreement”). The Services Agreement amends and restates a previously executed services agreement with Mitsui USA (the “Original Services Agreement”). We pay a quarterly fee of $87,500 for the services contemplated by the Services Agreement. The foregoing description of the Services Agreement is qualified in its entirety by reference to the Service Agreement, a copy of which is filed as Exhibit 10.1 and incorporated by reference herein.
Item 404(a) Related Party Disclosure with Respect to Mitsui
Stockholders Agreement. Entities affiliated with Roger Penske, our Chair of the Board and Chief Executive Officer, are parties to a stockholders agreement described below. Mr. Penske is also Chair of the Board and Chief Executive Officer of Penske Corporation (“PC”), and, through entities affiliated with PC, our largest stockholder. The parties to the stockholders agreement are Mitsui & Co., Ltd., Mitsui USA (collectively, “Mitsui”), PC and Penske Automotive Holdings Corp. (collectively the “Penske companies”).
Pursuant to the stockholders agreement, which expires March 26, 2030, in connection with any shareholder election of directors of the Company, the Penske companies agreed to vote their shares for two directors who are representatives of Mitsui as long as Mitsui owns in excess of 20% of our outstanding common stock, and for one director as long as Mitsui owns in excess of 10% of our outstanding common stock. Mitsui agreed to vote its shares for up to fourteen directors voted for by the Penske companies. In addition, the Penske companies agreed that if they transfer any of our shares of common stock, Mitsui would be entitled to “tag along” by transferring a pro rata amount of its shares upon similar terms and conditions, subject to certain limitations.
We and Mitsui have agreed that Mitsui has a right to (1) an observer at all of our Board of Directors meetings so long as Mitsui owns at least 2.5% of our outstanding common stock, and (2) designate a senior executive so long as Mitsui owns at least 10% of our outstanding common stock.
Registration Rights Agreements. Both the Penske companies and Mitsui possess registration rights pursuant to which they are able on two remaining occasions each to register all or part of our common stock held by them, subject to specified limitations. They are also entitled to request inclusion of all or any part of their common stock in any registration of securities by us on Forms S-1 or S-3 under the Securities Act of 1933, as amended.
Penske Transportation Solutions. We hold a 28.9% ownership interest in Penske Truck Leasing Co., L.P (“PTL”). PTL is owned 41.1% by PC, 28.9% by us, and 30.0% by Mitsui. Penske Transportation Solutions (“PTS”) is the universal brand name for PTL’s various business lines through which it is capable of meeting customers’ needs across the supply chain with a broad product offering that includes full-service truck leasing, truck rental and contract maintenance, along with logistics services such as dedicated contract carriage, distribution center management, freight management and dry van truckload carrier services.
The PTS partnership agreement, among other things, provides us with specified partner distribution and governance rights and restricts our ability to transfer our interest. PTS has an eleven member Advisory Board. We have the right to appoint one Advisory Board member and the right to an observer for any Board committees. Robert H. Kurnick, Jr., our President, serves as our representative. Lisa Davis and Michael Eisenson, two of our directors, also serve as Advisory Board members of PTS. We have the right to pro rata quarterly distributions equal to at least 50% of PTS’s consolidated net income and have minority rights which require our and/or Mitsui’s consent for certain actions taken by PTS as specified in the partnership agreement.
We may transfer our directly owned interests with the unanimous consent of the other partners, or if we provide the remaining partners with a right of first offer to acquire our interests, except that we may transfer up to 9.02% of our interest to PC without complying with the right of first offer to the remaining partner. We and PC have previously agreed that (1) in the event of any transfer by PC of their partnership interests to a third party, we will be entitled to “tag-along” by transferring a pro rata amount of our partnership interests on similar terms and conditions, and (2) PC is entitled to a right of first refusal in the event of any transfer of our partnership interests, subject to the terms of the partnership agreement. Additionally, PTS has agreed to indemnify the general partner for any actions in connection with managing PTS, except those taken in bad faith or in violation of the partnership agreement. The partnership agreement allows each of PC, Mitsui and us to give notice to require PTS to begin to effect an initial public offering of equity securities, subject to certain limitations, as soon as reasonably practicable.
In February 2025, one of our Australian subsidiaries and an Australian affiliate of Mitsui signed a two-year Master Goods & Services Agreement whereby we agreed to provide power systems maintenance services with expected revenues over the period of approximately $750,000.
Under the Original Services Agreement, Mitsui employee Kota Odagiri, our former director, assisted us in the strategic development of business opportunities and relationships in transportation related industries and the evaluation of new technologies in the automotive and trucking sectors. In 2024, we paid $350,000 for Mr. Odagiri’s services to Mitsui under the Original Services Agreement. Mr. Odagiri received no additional compensation relating to his Board membership during 2024 from us other than $40,386 representing a Company vehicle, Company sponsored lunch program, spousal travel expenses and a tax allowance of $10,601.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2025 Annual Meeting of Stockholders of Penske Automotive Group, Inc. was held on May 14, 2025. 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 | ||||||||
| Lisa Davis | 62,758,303 | 394,210 | 1,946,583 | ||||||||
| Wolfgang Dürheimer | 62,980,595 | 171,918 | 1,946,583 | ||||||||
| Michael Eisenson | 62,727,031 | 425,482 | 1,946,583 | ||||||||
| David Hoogendoorn | 63,078,079 | 74,434 | 1,946,583 | ||||||||
| Yosuke Kawakami | 62,861,241 | 291,272 | 1,946,583 | ||||||||
| Robert Kurnick, Jr. | 62,268,631 | 883,882 | 1,946,583 | ||||||||
| Kimberly McWaters | 55,346,509 | 7,806,004 | 1,946,583 | ||||||||
| Greg Penske | 62,478,166 | 674,347 | 1,946,583 | ||||||||
| Roger Penske | 62,405,143 | 747,370 | 1,946,583 | ||||||||
| Sandra Pierce | 62,621,868 | 530,645 | 1,946,583 | ||||||||
| Ray Scott | 63,060,279 | 92,234 | 1,946,583 | ||||||||
| Greg Smith | 56,575,480 | 6,577,033 | 1,946,583 | ||||||||
| Brian Thompson | 61,689,739 | 1,462,774 | 1,946,583 | ||||||||
Proposal 2
The proposal to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2025:
| FOR | AGAINST | ABSTAIN | ||||||
| 64,888,014 | 171,806 | 39,276 | ||||||
Proposal 3
The proposal to approve, on an advisory basis, our named executive officer compensation:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 62,319,333 | 776,062 | 57,118 | 1,946,583 | ||||||||
Item 8.01 Other Items.
On May 14, 2025, we issued a press release announcing that our Board of Directors declared a quarterly dividend in the amount of $1.26 per share, payable on June 3, 2025 to shareholders of record as of May 27, 2025. Additionally, we announced that our Board delegated to management an additional $250 million in securities repurchase authority, bringing the total current securities repurchase authority as of May 14, 2025 to $295.8 million. 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 | ||||||||||
| 10.1 | |||||||||||
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 16, 2025 | By: | /s/ Shane M. Spradlin | |||||||||
| Name: Shane M. Spradlin | |||||||||||
| Title: Executive Vice President | |||||||||||
Exhibit 10.1
AMENDED AND RESTATED SERVICES AGREEMENT
This Amended and Restated Services Agreement (“Agreement”), is entered into as of May 14, 2025 (the “Effective Date”), between Mitsui & Co. (U.S.A.), Inc., a corporation duly organized and existing under the laws of New York, having its principal office at 200 Park Avenue, New York, NY 10166 (“Mitsui”), and Penske Automotive Group, Inc., a corporation duly organized and existing under the laws of Delaware (“Penske”). Mitsui and Penske are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
RECITALS
WHEREAS, the Parties are party to a Services Agreement dated December 16, 2021 and the Parties desire to amend and restate such agreement on the terms set forth herein;
WHEREAS, Penske desires from time to time to obtain the services of an employee of Mitsui (“Services Provider”) as more fully described herein; and
WHEREAS, Mitsui is willing to arrange for a Services Provider to provide certain supporting services from time to time to Penske pursuant to the terms and conditions set forth herein (“Service Period”).
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01Definitions.
As used in this Agreement, the following terms have the respective meanings set forth below or set forth in the Sections referred to below (and grammatical variations of such terms have correlative meanings):
“Affiliate” shall mean, with respect to any Person, any other Person which directly or indirectly Controls, is Controlled By or is Under Common Control With such Person.
“Agent” shall mean, with respect to any Party, any and all directors, managers, officers, or employees, of such Party.
“Agreement” shall have the meaning set forth in the Preamble.
“Applicable Fee” shall have the meaning set forth in Section 4.02(a).
“Claim” shall mean any and all claims or actions that directly relate to the matters in question, including any losses, damages and expenses (including reasonable attorneys’ fees and disbursements), whether incurred by settlement or otherwise.
“Confidential Information” shall have the meaning set forth in 6.02.
“Control”, “Controlled By” and “Under Common Control With” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or otherwise; provided, that, in any event, any Person that owns directly or indirectly securities having fifty percent (50%) or more of the voting power for the election of directors or other governing body of such other Person or fifty percent (50%) or more of the other ownership interests of such other Person shall be deemed to control such Person.
“Effective Date” shall have the meaning set forth in the Preamble.
“Employment Costs” shall mean all employment and other ancillary costs, including reimbursed business expenses, incurred in connection with a Services Provider during a Service Period, including: (i) gross salaries, wages, overtime, commissions, all incentive awards and bonuses, paid vacation, holidays, paid personal time, medical and/or other leaves, and/or other compensation, benefits or perquisites payable to a Services Provider; and (ii) other costs, including relocation costs, associated with providing a Services Provider to Penske.
“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.
“Losses” shall mean, collectively, any loss, liability, Claim, charge, action, suit, proceeding, assessed interest, penalty, damage, tax or expense.
“Mitsui” shall have the meaning set forth in the Preamble.
“Mitsui Indemnitees” shall have the meaning set forth in Section 7.01.
“Penske” shall have the meaning set forth in the Preamble.
“Penske Indemnitees” shall have the meaning set forth in Section 7.02.
“Party” and “Parties” shall have the meaning set forth in the Preamble.
“Person” shall mean any individual, firm, corporation, trust, partnership, limited liability company, association, joint venture, other business enterprise or any governmental authority.
“Reimbursable Expenses” shall mean reasonable business travel and other expenses incurred by the Services Provider at the specific request of, and as pre-authorized by, Penske.
“Service Period” shall have the meaning set forth in the Recitals.
“Services Provider” shall mean an employee of Mitsui who, for a period of time, will provide Services to Penske pursuant to the terms of this Agreement and memorialized in the form of Exhibit A.
“Services” shall mean the work to be performed by a Services Provider for Penske. A general description of any Services shall be set forth in the form of Exhibit A; provided, that the activities of a Services Provider may vary within the scope of the Services described on Exhibit A and the term of such Services shall be stipulated between the parties prior to commencement of any Services.
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Section 1.02Construction.
Unless the context requires otherwise: (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter; (b) words used or defined in the singular include the plural and vice versa; (c) references to Articles and Sections refer to Articles and Sections of this Agreement; and (d) references to an Exhibit refer to the relevant Exhibit attached to this Agreement, which Exhibits are made a part hereof for all purposes.
ARTICLE 2
EFFECTIVENESS
Notwithstanding anything to the contrary contained in this Agreement, the Parties agree that this Agreement and the rights and obligations hereunder shall only become effective and enforceable on the Effective Date.
ARTICLE 3
SERVICE PERIOD
Section 3.01 Agreement to provide Services Provider.
Mitsui shall provide a Services Provider to Penske in order to provide Services to Penske, subject to the terms and conditions set forth in this Agreement. Any proposal by Mitsui for a Service Period shall include the following: (a) the designated purpose and scope of the Service Period; (b) the proposed duration of the Service Period; (c) the duties and responsibilities of the Services Provider; (d) the proposed work location of the Services Provider; and (e) the proposed quarterly cost of the Service Period. The Parties may agree to the provision of a Services Provider and a Service Period from time to time to be memorialized in the form of Exhibit A.
Section 3.02 Employment Matters and Authorization.
Mitsui shall assign a Services Provider to perform the Services, as well as administer all terms and conditions of employment, on an equal basis, without regard to race, color, religion, sex, national origin, ethnicity, age, disability, veteran status, or any other category protected by law. Mitsui hereby agrees that neither it, nor any Services Provider, is an employee of or has any employment relationship with Penske, and Mitsui shall be responsible for all employment-related issues and requirements (including all immigration issues, processing of visas, if required by applicable law, providing workers’ compensation and unemployment insurance (and ensuring that its workers’ compensation policies cover any Service Period to the extent they are providing Services at the locations of Penske), payment of Employment Costs and the proper classification of the Services Provider under applicable wage payment laws, provision and payment of benefits, payment of all employment-related taxes, record keeping and ensuring compliance with all applicable laws) arising in connection with any Services Provider. If a Party becomes aware of an accident, injury or similar issue affecting a Services Provider, it shall promptly notify the other Party of such event. Penske shall provide Mitsui with reasonable assistance and information as may be necessary to support Mitsui’s obtainment of visas, for any Services Provider.
Section 3.03 Restriction on Solicitation.
Penske may neither solicit nor hire any Services Provider during a Service Period and for a period of twelve (12) months after the Service Period has ended with respect to the Services Provider without obtaining the prior written consent of Mitsui.
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Section 3.04 Relationship of the Parties.
(a)Mitsui – Penske. The relationship between Mitsui and Penske established by this Agreement is that of independent contractors, and nothing in this Agreement will be construed to constitute the Parties as principal and agent, employer and employee, single, joint or co-employers, partners, joint venturers, co-owners or otherwise as participants in a joint undertaking. The Parties understand and agree that, except as expressly provided for herein, neither Party grants to the other Party the power or authority to make or give any agreement, statement, representation, warranty or other commitment on their behalf, or to enter into any contract or otherwise incur any liability or obligation, express or implied, on their behalf, or to transfer, release or waive any of such Party’s right, title or interest.
(b)Penske – Services Provider. During a Service Period, a Services Provider shall remain an employee of and subject to the control of Mitsui and shall not be an employee of Penske for any purpose, including but not limited to FICA, FUTA, income tax withholding, any pension plan or health benefit plan maintained by Penske for its own employees, unemployment insurance benefits, or worker’s compensation benefits, and Penske shall not be responsible to a Services Provider for or with respect to any such benefits. Notwithstanding the foregoing, during any Service Period, Mitsui shall cause the Services Provider to perform the Services in accordance with the requirements of Penske.
ARTICLE 4
PAYMENTS
Section 4.01 Payments by Mitsui.
Mitsui shall be responsible for paying all applicable Employment Costs to any Services Provider.
Section 4.02 Payments by Penske.
(a)Penske hereby agrees to pay Mitsui for Services provided by any Services Provider as per the quarterly rate set forth in Exhibit A (the “Applicable Fee”). Reimbursable Expenses shall not be included in the Applicable Fee but shall be payable by Penske as a reimbursement to Mitsui (to the extent Mitsui has borne the cost of such Reimbursable Expenses). In the event any Services begin on any day other than the first day of a month or are terminated on any other day other than the last day of the month, the Applicable Fee for such Services shall be accordingly prorated.
(b)Each calendar quarter during a Services Period, Mitsui shall provide Penske with a quarterly invoice with the Applicable Fee for such prior calendar quarter rendered by Services Provider, as well as any Reimbursable Expenses for such prior calendar quarter reimbursable directly to Mitsui. All amounts shall be due and payable on or before the thirtieth (30th) day following Penske’s receipt of any invoice delivered to Penske in accordance with this Section 4.02(b). Penske shall pay all amounts due under this Agreement free of any set-off, deduction or withholding
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ARTICLE 5
TERM; TERMINATION
Section 5.01 Term.
The term of this Agreement shall be indefinite until terminated pursuant to Section 5.02.
Section 5.02 Termination.
(a)This Agreement, and any Service Period, may each be terminated upon written notice as set forth below:
(i)by mutual written consent of the Parties at any time;
(ii)by either Party at any time by providing at least ninety (90) days prior written notice of such termination to the other Party;
(iii)by either Party, if the other Party commits a material breach of any provision of this Agreement and such material breach continues for a period of thirty (30) days following a written request to cure such breach.
In the event only a Services Period is terminated (and not the Agreement itself), the Agreement shall continue as set forth in Section 5.01.
(b)If at any time during the term of this Agreement a Services Provider shall cease to be employed by Mitsui for any reason, Mitsui shall have thirty (30) days to propose a replacement for the previous Services Provider and Penske shall consider and evaluate such replacement individual, and, upon the mutual agreement of the Parties, Mitsui shall agree to provide such individual as a new Services Provider until the date on which such Service Period expires as set forth in Exhibit A. In the event Penske does not agree to accept the replacement individual, the Parties shall discuss in good faith the proposal by Mitsui of an alternative replacement candidate. If Penske does not agree to the alternative replacement candidate, the Parties agree that Penske shall no longer be responsible for payment of the Applicable Fee as of the date Penske provides notice that it rejects the alternative replacement candidate.
Section 5.03 Effect of Termination.
Notwithstanding anything to the contrary contained in this Agreement, any termination of this Agreement shall not affect any monies owing or obligations incurred hereunder by any Party prior to the effective date of such termination.
ARTICLE 6
COMPLIANCE WITH LAWS; CONFIDENTIALITY
Section 6.01 Compliance with Laws.
Mitsui and Penske shall comply with all applicable Laws in the performance of this Agreement.
Section 6.02 Confidentiality.
(a)In rendering Services to Penske, Services Provider may have access to the following regarding Penske and its Affiliates (i) information regarding the operations of Penske or its Affiliates, (ii) business plans and other information including confidential and proprietary information as
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may be reasonably requested by Services Provider, and (iii) any other information that may be non-public, confidential or proprietary (all such information hereinafter referred to as the “Penske Information”). Mitsui shall cause the Services Provider not (i) to reveal or make known the Penske Information to any person, firm or corporation other than to Mitsui and its Affiliates and any officer, director or employee thereof who has a need to know, or (ii) to use the Penske Information in any way other than as permitted herein or to the extent required by law, regulation, or order of a court or governmental authority of competent jurisdiction, or in the performance of his duties as provided hereunder. The foregoing restrictions shall not apply to Penske Information that: was already known to the Services Provider, Mitsui or its Affiliates or any officer, director or employee thereof at the time such Penske Information was disclosed to the Services Provider; or was at the time of such disclosure to the Services Provider, Mitsui or its Affiliates or any officer, director or employee thereof, or later becomes, part of the public domain otherwise than by any act, omission or fault of Services Provider, Mitsui or its Affiliates; or is independently developed or prepared by an employee of Mitsui or its Affiliates who have no access to the Penske Information; or is released with prior written consent of Penske.
(b)In rendering Services to Penske, Services Provider may have access to the following regarding Mitsui and its Affiliates (i) information regarding the operations of Mitsui or its Affiliates, (ii) business plans and other information including confidential and proprietary information as may be reasonably requested by Services Provider, and (iii) any other information that may be non-public, confidential or proprietary (all such information hereinafter referred to as the “Mitsui Information”). With respect to any Mitsui Information disclosed by Services Provider or by any of Mitsui or its Affiliates in connection with the Services, in each case, to Penske or its Affiliates, Penske shall not, and shall cause its Affiliates not to, (i) reveal or make known Mitsui Information to any person, firm or corporation other than Penske and its Affiliates and any officer, director or employee thereof who has a need to know, or (ii) to use the Mitsui Information in any way other than as permitted herein or to the extent required by law, regulation, or order of a court or governmental authority of competent jurisdiction. The foregoing restrictions shall not apply to Mitsui Information that: was already known to the Penske or its Affiliates or any officer, director or employee thereof at the time such Mitsui Information was disclosed by the Services Provider, Mitsui or its Affiliates; or was at the time of such disclosure, or later becomes, part of the public domain otherwise than by any act, omission or fault of Penske or its Affiliates; or is independently developed or prepared by an employee of Penske or its Affiliates who has no access to the Mitsui Information; or is released with prior written consent of Mitsui.
(c)The provisions set forth in this Article 6 shall survive the termination or expiration of this Agreement for a period of two (2) years. Upon written demand from the disclosing Party, after such termination or expiration, the disclosing Party shall cause the Services Provider to return or destroy (using commercially reasonable means) all written Information he/she has in his/her possession.
ARTICLE 7
INDEMNITY; LIABILITY
Section 7.01 Indemnity by Penske.
Penske shall indemnify Mitsui and its Affiliates and their respective Agents (collectively, the “Mitsui Indemnitees”) against, and shall hold each Mitsui Indemnitee harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Mitsui Indemnitees arising out of or resulting from: (a) Penske’s breach of any obligation, covenant or warranty set forth in this Agreement; (b) the gross negligence or tortious or willful misconduct of Penske or its Agents with respect to Services Provider or the Services; (c) any Claims of Penske or its Agents with respect to Services Provider or the Services, except to the extent caused by Services Provider (unless instructed by Penske); or (d) any Claim relating to any violation by Penske or its Agents with respect to Services Provider of any applicable law
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or any common law protecting persons or members of protected classes or categories and such laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic.
Section 7.02 Indemnity by Mitsui.
Mitsui shall indemnify Penske and its Affiliates and their respective Agents (collectively, the “Penske Indemnitees”) against, and shall hold each Penske Indemnitee harmless from and against, any and all Losses incurred or sustained by, or imposed upon, the Penske Indemnitees arising out of or resulting from: (a) Mitsui’s breach of any obligation, covenant or warranty set forth in this Agreement; (b) the gross negligence or tortious or willful misconduct of Services Provider or Mitsui with respect to Services Provider or the Services; (c) any Claims of Services Provider, except to the extent caused by Penske; (d) any Claims arising from or relating to Services Provider’s employment relationship with Mitsui or the termination of such relationship; (e) any Claims relating to any violation by Mitsui or its Agents with respect to Services Provider of any applicable law or any common law protecting persons or members of protected classes or categories and such laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic; and/or (f) any Claims arising from Services Provider’s performance of the Services.
Section 7.03 Limitation of Liability.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL LOSSES OR DAMAGES (INCLUDING, LOST PROFITS, LOST EARNINGS OR BUSINESS INTERRUPTIONS) ARISING OUT OF OR RESULTING FROM THIS AGREEMENT.
ARTICLE 8
MISCELLANEOUS
MISCELLANEOUS
Section 8.01 Governing, Law; Severability
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its principles of conflicts of laws. In the event of a direct conflict between the provisions of this Agreement and any mandatory, non-waivable provision of applicable law, such provision of applicable law shall control. If any provision of this Agreement or the application thereof to any Party or circumstance is held invalid or unenforceable to any extent, (a) the remainder of this Agreement and the application of that provision to the other Party or other circumstances is not affected thereby; and (b) the Parties shall negotiate in good faith to replace that provision with a new provision that is valid and enforceable and that puts the Parties in substantially the same economic, business and legal position as they would have been in if the original provision had been valid and enforceable.
Section 8.02Dispute Resolution.
Any controversy, dispute or claim arising out of or related to this Agreement, or the breach thereof, shall be settled by arbitration in New York, New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by a single arbitrator and shall be kept confidential. The award rendered by the arbitrator shall be final and binding on both Parties and judgment upon such award may be entered in any court having jurisdiction thereof. The Parties agree that prior to the filing of any statement of claim, they will confer in good faith in an attempt to resolve any such controversy, dispute or claim through direct negotiations. Notwithstanding the foregoing, either Party may file a statement of claim within 30 days of delivery of a notice by one
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Party to the other Party of a demand to so confer, and any dispute concerning the propriety of the filing of any statement of claim shall be finally settled by the arbitration tribunal.
Section 8.03 Amendments.
This Agreement may not be amended, modified, varied or supplemented except by an instrument in writing signed by both Parties.
Section 8.04 No Third-Party Beneficiaries.
This Agreement is solely for the benefit of the Parties and their respective successors and permitted assigns, and this Agreement shall not otherwise be deemed to confer upon or give to any other Person any right, claim, cause of action or other interest herein.
Section 8.05 Waiver.
Unless otherwise specifically indicated herein, any waiver, consent or approval of any kind or character by a Party in the performance of its obligations, or of any breach or default hereunder by such Party, shall be given or withheld in the sole discretion of the waiving, consenting or approving Party, and all such waivers, consents or approvals shall be in writing. No delay or omission to exercise any right, power or remedy accruing to a Party as a result of any breach or default hereunder shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed or otherwise constitute a waiver of any other breach or default theretofore or thereafter occurring.
Section 8.06 Entire Agreement
This Agreement sets forth all understandings and agreements between the Parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, understandings and representations, whether written or oral, between the Parties with respect to the subject matter hereof.
Section 8.07 Assignment; Binding Nature
The rights and obligations of each Party under this Agreement shall not be, in full or in part, assigned or delegated by such Party without the prior written consent of the other Party. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
Section 8.08 Counterpart Execution.
This Agreement may be executed in any number of counterparts and each such counterpart shall be deemed an original Agreement for all purposes. A signature delivered by facsimile or other electronic means shall be deemed to be an original signature for purposes of this Agreement.
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IN WITNESS WHEREOF, the undersigned Party has duly executed this Agreement as of the date first set forth above.
MITSUI & CO. (U.S.A.), INC. | ||||||||
By: | /s/ Harumasa Suzuki | |||||||
Name: Harumasa Suzuki | ||||||||
Title: SVP & Divisional Operating Officer | ||||||||
PENSKE AUTOMOTIVE GROUP, INC. | ||||||||
By: | /s/ Shelley Hulgrave | |||||||
Name: Shelley Hulgrave | ||||||||
Title: Executive Vice President and CFO | ||||||||
[Signature Page to Services Agreement]
EXHIBIT A
SERVICES PROVIDER, SERVICES AND RATES
SERVICES PROVIDER, SERVICES AND RATES
This Exhibit A constitutes a proposal by Mitsui to provide the Services Provider identified below to Penske in accordance with the Agreement and upon the terms and conditions set forth below. This Exhibit A shall remain in full force and effect, following Penske’s acceptance and approval hereof, upon the earlier of (i) Ending Date set forth below or (ii) the termination of the Services Provider for any other reason in accordance with the Agreement.
Services Provider: Mr. Yosuke Kawakami
Penske/Location: Penske Automotive Group, Inc., 2555 Telegraph Road, Bloomfield Hills, Michigan, 48302
Effective and Ending Dates of the Service Period: Apil 14, 2025 until terminated in accordance with the Agreement.
Applicable Fee (quarterly rate payable in respect of Services Provider’s services): $87,500
Services Provider, in his role as an employee of Mitsui, assists Mitsui in the monitoring and management of its investments in Penske and its Affiliates. In furtherance of this role, and for the benefit of Mitsui, Services Provider will carry out or be charged with, as applicable, the following specific duties, responsibilities and deliverables of the Service Period (purpose and scope) (the “Services”):
Business Development-Related Services
Responsible for managing the strategic development of business opportunities and relationships between Mitsui and its affiliates (the “the Mitsui Group”) and Penske in the automotive and trucking industries in existing markets and key emerging markets with substantial growth potential and in other markets around the world where there may be fruitful business opportunities. Services Provider will manage the projects based on a firm understanding of the interests, business strategies, policies and procedures of the Mitsui Group and Penske in carrying out such objectives.
Specific responsibilities will include:
1. Coordinating with Penske’s senior management, Services Provider will work on various development projects of interest to Penske, especially those aiming to promote the mutual interests of the Mitsui Group and Penske.
2. Based on the business development plans that Services Provider formulates for consideration by Penske, and that are subsequently approved by Penske’s senior management, Services Provider will be responsible for ensuring the timely completion of these development projects, in coordination with Penske personnel.
Liaison Function-Related Services
Services Provider will work on potential business opportunities including, providing support to Penske in respect of:
(1) Penske investments and joint investments in transportation sectors;
(2) decision making in regards to investments and strategic relationships in new technologies in the rapidly changing automotive sector and trucking sector;
(3) introducing Penske to various business opportunities where Mitsui Group is taking the initiative that will enhance in value with the participation of Penske; and
(4) introducing Mitsui Group to various business opportunities where Penske is taking the initiative that will enhance in value with the participation of the Mitsui Group.
In performing such particular tasks at Penske headquarters, Services Provider will be coordinating and collaborating with Penske’s senior executives and managers.
Exhibit 99.1
FOR IMMEDIATE RELEASE
PENSKE AUTOMOTIVE GROUP INCREASES DIVIDEND AND SECURITIES REPURCHASE AUTHORIZATION
Dividend Increases 3.3% to $1.26 Per Share - the 18th Consecutive Quarterly Increase
Securities Repurchase Authorization Increases by Additional $250 Million
BLOOMFIELD HILLS, MI, May 14, 2025 -- 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 $1.26 per share, representing an increase of 3.3%, or $0.04 per share. This represents the Company’s 18th consecutive quarterly increase. The dividend is payable June 3, 2025, to shareholders of record as of May 27, 2025.
The Company’s Board of Directors has authorized an additional $250 million in securities repurchase authorization bringing the total current securities repurchase authorization to $295.8 million. Under the authorization the Company may make repurchases, from time to time, of its outstanding common stock or debt on the open market, in privately negotiated transactions, via a tender offer, through a pre-arranged trading plan, pursuant to the terms of an accelerated share repurchase program, or by other means.
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, Japan, and Australia 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 28,700 people worldwide. Additionally, PAG owns 28.9% of Penske Transportation Solutions ("PTS"), a business that employs over 44,500 people worldwide, manages one of the largest, most comprehensive and modern trucking fleets in North America with over 428,000 trucks, tractors, and trailers under lease, rental, and/or maintenance contracts and provides innovative transportation,
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supply chain, and technology solutions to its customers. PAG is a member of the S&P Mid Cap 400, Fortune 500, Russell 1000, and Russell 3000 indexes. 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, expectations and future plans. 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 sales of new and used vehicles, service and parts, and repair and maintenance services, the availability of consumer credit, changes in consumer demand, consumer confidence levels, fuel prices, demand for trucks to move freight with respect to Penske Transportation Solutions (PTS) and Premier Truck Group and other freight metrics such as spot rates or miles driven, personal discretionary spending levels, interest rates, foreign currency exchange 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, tariffs and non-tariff trade barriers, any shortages of vehicle components, international conflicts, challenges in sourcing labor, or labor strikes or work stoppages, or other disruptions; the control our manufacturer partners can exert over our operations and our reliance on them for various aspects of our business; risks to our reputation and those of our manufacturer partners; 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 EVs; disruptions to the security and availability of our information technology systems and those of our third party providers, which systems are increasingly threatened by ransomware and other cyber-attacks; 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 impact of tariffs targeting imported vehicles and parts, as well as changes or increases in tariffs, trade restrictions, trade disputes or non-tariff trade barriers; 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 our 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, including with respect to the effect of various government mandates concerning the electrification of its vehicle 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, emissions standards or electrification, 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, 2024, its Form 10-Q for the quarterly period ended March 31, 2025, 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.
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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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