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Section 1: 8-K (8-K)

PAG 8K - Annual Meeting and Dividend

 

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 10, 2018

 

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

 

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 2018 Annual Meeting of Stockholders was held on May 10, 2018.  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 D. Barr

69,398,951

9,155,824

4,200,526

Lisa Davis

77,812,443

742,332

4,200,526

Wolfgang Dürheimer

78,451,035

103,740

4,200,526

Michael R. Eisenson

77,236,096

1,318,679

4,200,526

Robert H. Kurnick, Jr.

77,256,316

1,298,459

4,200,526

Kimberly J. McWaters

65,892,643

12,662,132

4,200,526

Roger S. Penske

77,598,142

956,633

4,200,526

Roger S. Penske, Jr.

76,987,437

1,567,338

4,200,526

Sandra E. Pierce

77,237,112

1,317,663

4,200,526

Kanji Sasaki

77,001,126

1,553,649

4,200,526

Greg C. Smith

76,204,504

2,350,271

4,200,526

Ronald G. Steinhart

69,394,094

9,160,681

4,200,526

H. Brian Thompson

76,675,613

1,879,162

4,200,526

 

 

Proposal 2

 

The proposal to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2018 was approved based upon the following votes:

 

 

 

 

FOR

AGAINST

ABSTAIN

82,586,112

149,950

19,239

 

Proposal 3

 

The proposal to approve, on an advisory basis, our executive compensation was approved based upon the following votes:

 

 

 

 

 

FOR

WITHHELD

ABSTAIN

BROKER NON-VOTES

77,965,350

528,199

61,226

4,200,526

 

Item 7.01 Regulation FD Disclosure.

 

On May 11, 2018, we announced that Wolfgang Dürheimer has been elected to our Board of Directors at our annual Shareholders Meeting.  A copy of the press release is furnished as Exhibit 99.1.

 

Item 8.01 Other Events.

 

Dividend Announcement

 

On May 10, 2018, we announced that our Board of Directors has approved a quarterly dividend in the amount of $0.35 per share payable June 1, 2018 to shareholders of record as of May 21, 2018, as discussed more fully in the press release incorporated herein and attached hereto as Exhibit 99.2.


 

 

Item 9.01 Financial Statements and Exhibits.

99.1 Press Release regarding Wolfgang Dürheimer.

99.2 Press Release regarding Dividend.


 

Exhibit Index

 

 

 

 

Exhibit No.

 

Description

99.1

 

Press Release regarding Wolfgang Dürheimer

99.2

 

Press Release regarding Dividend

 


 

 

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 11, 2018

 

By:

 

/s/ Shane M. Spradlin

 

 

 

 

Name: Shane M. Spradlin

 

 

 

 

Title: Executive Vice President

 


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Section 2: EX-99.1 (EX-99.1)

Exh_991 Duerheimer

 

 

Picture 5 

Exhibit 99.1

Press Release 

 

Penske Automotive Group, Inc.,

2555 Telegraph Rd.

Bloomfield Hills, MI  48302-0954

 

 

FOR IMMEDIATE RELEASE

 

 

Picture 4    Picture 8    Picture 1    Picture 3    Picture 2

 

PENSKE AUTOMOTIVE ELECTS

WOLFGANG DÜRHEIMER AS NEW BOARD MEMBER

 

BLOOMFIELD HILLS, MI, May 11, 2018 – Penske Automotive Group, Inc. (NYSE:PAG), an international transportation services company, today announced that Wolfgang Dürheimer has been elected to its Board of Directors at its annual Shareholders Meeting, along with twelve incumbent directors.

 

“We welcome Mr. Dürheimer to the Penske Automotive Group Board of Directors and look forward to his guidance as we continue to grow our company,” said Penske Automotive Group Chairman Roger S. Penske. “As the auto industry continues to expand and evolve, his extensive experience in the premium/luxury auto sector will provide valuable insight to Penske Automotive Group.”

 

Most recently, Mr. Dürheimer served as Chairman and Chief Executive Officer of Bentley Motors Ltd., from April 2014 to January 2018 as well as President of Bugatti Automobiles S.S.A. and Bugatti International S.A. Prior to that Mr. Dürheimer held various positions within Volkswagen AG and its subsidiaries.  From 1999 until 2011, Mr. Dürheimer worked for Porsche AG, where he was a member of the Board of Management responsible for research and development.  Prior to joining Porsche in 1999, he worked fourteen years with BMW where he held various managerial roles.

 

About Penske Automotive

 

Penske Automotive Group, Inc., (NYSE:PAG) headquartered in Bloomfield Hills, Michigan, is an international transportation services company that operates automotive and commercial truck dealerships principally in the United States, Canada and Western Europe, and distributes commercial vehicles, diesel engines, gas engines, power systems and related parts and services principally in Australia and New Zealand.  PAG employs more than 26,000 people worldwide, is a member of the Fortune 500, Russell 2000, and was named as one of the World’s Most Admired Companies by Fortune.  For additional information visit the company’s website at www.penskeautomotive.com.

 

Find a vehicle:  http://www.penskecars.com

Engage Penske Automotive:  http://www.penskesocial.com

Like Penske Automotive on Facebook:  https://facebook.com/penskecars

Follow Penske Automotive on Twitter:  https://twitter.com/penskecars

Follow Penske Automotive on Instagram:    https://www.instagram.com/penskecars/

Visit Penske Automotive on YouTube:  http://www.youtube.com/penskecars

 

Inquiries should contact:


 

 

 

 


248-648-2810
jcarlson@penskeautomotive.com

 

 


248-648-2540
tpordon@penskeautomotive.com 

 

J. D. Carlson
Executive Vice President and

Chief Financial Officer

Penske Automotive Group, Inc.
248-648-2810
jcarlson@penskeautomotive.com

 

Anthony R. Pordon
Executive Vice President Investor Relations and Corporate Development

Penske Automotive Group, Inc.
248-648-2540
tpordon@penskeautomotive.com 

 

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Section 3: EX-99.2 (EX-99.2)

Exh_992 Dividend

 

 

Picture 5 

Exhibit 99.2

Press Release 

 

Penske Automotive Group, Inc.,

2555 Telegraph Rd.

Bloomfield Hills, MI  48302-0954

 

 

FOR IMMEDIATE RELEASE

 

 

Picture 4    Picture 8    Picture 1    Picture 3    Picture 2

 

PENSKE AUTOMOTIVE INCREASES DIVIDEND

 

Shareholders to Receive $0.35 per Share

 

BLOOMFIELD HILLS, MI, May 10, 2018 – Penske Automotive Group, Inc. (NYSE:PAG), an international transportation services company, today announced that its Board of Directors has approved an increase in the cash dividend to $0.35 per share for the second quarter of 2018. 

 

Penske Automotive Group President Robert H. Kurnick, Jr., said, “I am pleased to announce that for the 28th consecutive quarter, our Board of Directors has increased the dividend for PAG’s shareholders. This increase in the dividend demonstrates the confidence we have in our ability to continue growing the company’s diversified transportation services business model.”

 

The dividend is payable on June 1, 2018, to shareholders of record on May 21, 2018.

 

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 future sales and earnings potential. Actual results may vary materially because of risks and uncertainties that are difficult to predict. These risks and uncertainties include, among others: economic conditions generally, conditions in the credit markets and changes in interest rates and foreign currency exchange rates, adverse conditions affecting a particular manufacturer, including the adverse impact to the vehicle and parts supply chain due to natural disasters such as the recent hurricanes, 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, 2017, 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.

 

About Penske Automotive

Penske Automotive Group, Inc., (NYSE:PAG) headquartered in Bloomfield Hills, Michigan, is an international transportation services company that operates automotive and commercial truck dealerships principally in the United States, Canada and Western Europe, and distributes commercial vehicles, diesel engines, gas engines, power systems and related parts and services principally in Australia and New Zealand.  PAG employs more than 26,000 people worldwide, is a member of the


 

 

Fortune 500, Russell 2000, and was named as one of the World’s Most Admired Companies by Fortune.  For additional information visit the company’s website at www.penskeautomotive.com.

 

Find a vehicle:  http://www.penskecars.com

Engage Penske Automotive:  http://www.penskesocial.com

Like Penske Automotive on Facebook:  https://facebook.com/penskecars

Follow Penske Automotive on Twitter:  https://twitter.com/penskecars

Follow Penske Automotive on Instagram:    https://www.instagram.com/penskecars/

Visit Penske Automotive on YouTube:  http://www.youtube.com/penskecars

 

Inquiries should contact:

 

 


248-648-2810
jcarlson@penskeautomotive.com

 

 


248-648-2540
tpordon@penskeautomotive.com 

 

J. D. Carlson
Executive Vice President and

Chief Financial Officer

Penske Automotive Group, Inc.
248-648-2810
jcarlson@penskeautomotive.com

 

Anthony R. Pordon
Executive Vice President Investor Relations and Corporate Development

Penske Automotive Group, Inc.
248-648-2540
tpordon@penskeautomotive.com 

 

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