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Section 1: 8-K (8-K)

PAG 8K

 

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):

 

January 30, 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 7.01 Regulation FD Disclosure.

 

On January 31, 2018, we announced that we increased matching contributions for eligible employees under the Company’s U.S. 401(k) savings plan as discussed more fully in the press release incorporated herein and attached hereto as Exhibit 99.1.

 

Item 8.01 Other Events.

 

On January 30, 2018, we announced that our Board of Directors has approved a quarterly dividend in the amount of $0.34 per share payable March 1, 2018 to shareholders of record as of February 12, 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.

 

Exhibit 99.1 Press Release.

Exhibit 99.2 Press Release.

 

 

 

 


 

Exhibit Index

 

 

 

 

Exhibit No.

 

Description

99.1

 

Press Release.

99.2

 

Press Release.

 


 

 

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.

  

 

 

 

 

February 1, 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_991 401-K Press Release

 

 

Picture 5 

Exhibit 99.1

Press Release 

 

Penske Automotive Group, Inc.,

2555 Telegraph Rd.

Bloomfield Hills, MI  48302

 

 

FOR IMMEDIATE RELEASE

 

 

Picture 4    Picture 8    Picture 1    Picture 3

 

PENSKE AUTOMOTIVE INCREASES 401(K) MATCHING CONTRIBUTIONS

 

Positive impact from tax reform to be shared with employees

 

BLOOMFIELD HILLS, MI, January 31, 2018 – Penske Automotive Group, Inc. (NYSE:PAG), an international transportation services company, announced today that it has enhanced the company’s U.S. 401(k) savings plan by increasing company matching contributions from 1.5% to 2.5% of eligible contributions, representing an increase of 67%.  The increase will provide a recurring, annual benefit to our employees.

 

“The recently enacted tax reform positively impacts our business, presenting us with even greater opportunities to pursue our strategic initiatives, invest in our employees and improve shareholder value,” said Penske Automotive Group Chairman Roger S. Penske.   

 

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

 

 

FOR IMMEDIATE RELEASE

 

 

Picture 4    Picture 8    Picture 1    Picture 3

 

PENSKE AUTOMOTIVE INCREASES DIVIDEND

 

Shareholders to Receive $0.34 per Share

 

BLOOMFIELD HILLS, MI, January 30, 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 $0.34 per share for the fourth quarter of 2017. 

 

Penske Automotive Group President Robert H. Kurnick, Jr., said, “I am pleased to announce that our Board of Directors has increased the dividend for PAG’s shareholders for the 27th consecutive quarter. The increase in the dividend reflects our commitment to increasing returns for shareholders and reinforces the continued confidence we have in the strength of the company’s business model and cash flow.”

 

The dividend is payable on March 1, 2018, to shareholders of record on February 12, 2018.

 

Caution Concerning Forward Looking Statements

 

Statements in this press release may involve forward-looking statements regarding Penske Automotive Group, Inc.’s future.  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, 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's business, markets, conditions and other uncertainties, which could affect Penske Automotive's future performance.  These risks and uncertainties are addressed in Penske Automotive's Form 10-K for the year ended December 31, 2016, and its other filings with the Securities and Exchange Commission ("SEC").  This press release speaks only as of its date, and Penske Automotive 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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