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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 9, 2019

 

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

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Voting Common Stock, par value $0.0001 per share

PAG

New York Stock Exchange

 

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 2019 Annual Meeting of Stockholders was held on May 9, 2019.  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

65,339,761

11,775,981

3,726,443

Lisa Davis

76,587,630

528,111

3,726,443

Wolfgang Dürheimer

76,762,418

353,323

3,726,443

Michael R. Eisenson

76,114,469

1,001,272

3,726,443

Robert H. Kurnick, Jr.

75,778,912

1,336,829

3,726,443

Kimberly J. McWaters

58,140,041

18,975,700

3,726,443

Roger S. Penske

76,480,808

634,933

3,726,443

Roger S. Penske, Jr.

75,463,252

1,652,489

3,726,443

Sandra E. Pierce

76,175,856

939,885

3,726,443

Greg C. Smith

64,890,418

12,225,323

3,726,443

Ronald G. Steinhart

65,328,374

11,787,368

3,726,443

H. Brian Thompson

72,829,613

4,286,129

3,726,443

Mashashi Yamanaka

75,775,522

1,340,219

3,726,443

 

 

Proposal 2

 

The proposal to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2019 was approved based upon the following votes:

 

 

 

 

FOR

AGAINST

ABSTAIN

80,521,106

301,349

19,729

 

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

76,352,150

715,748

47,844

3,726,443

 

Item 8.01 Other Events.

 

Dividend Announcement

 

On May 9, 2019, we announced that our Board of Directors has approved a quarterly dividend in the amount of $0.39 per share payable June 4, 2019 to shareholders of record as of May 20, 2019, as discussed more fully in the press release incorporated herein and attached hereto as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

99.1 Press Release regarding Dividend.


 

Exhibit Index

 

 

 

 

Exhibit No.

 

Description

99.1

 

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 10, 2019

 

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 Dividend

 

 

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 INCREASES DIVIDEND TO $0.39 PER SHARE

 

BLOOMFIELD HILLS, MI, May 9, 2019 – 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 $0.39 per share for the first quarter of 2019. 

Penske Automotive Group President Robert H. Kurnick, Jr., said, “We are pleased to offer our shareholders an increase in the quarterly dividend for the 32nd consecutive quarter.  Our sector leading dividend represents a yield of 3.4% and continues to underscore the confidence we have in our company’s diversified transportation services business model and reinforces our commitment to PAG shareholders.”

The dividend is payable on June 4, 2019, to shareholders of record on May 20, 2019.

 

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 product availability, 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, changes in interest rates and foreign currency exchange rates, changes in tariff rates, adverse impacts related to the outcome of the United Kingdom’s potential departure from the European Union, adverse conditions affecting a particular manufacturer, including the adverse impact to the vehicle and parts supply chain due to limited vehicle availability due to WLTP, natural disasters, 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, 2018, 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 27,000 people worldwide and is a member of the Fortune 500 and Russell 2000, 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.

 

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
[email protected]

 

 


248-648-2540
[email protected] 

 

J. D. Carlson
Executive Vice President and

Chief Financial Officer

Penske Automotive Group, Inc.
248-648-2810
[email protected]

 

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

Penske Automotive Group, Inc.
248-648-2540
[email protected] 

 

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