Penske Automotive Group Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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Retail-Auto Dealers and Gas Stations
Consumer Discretionary
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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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 | |||||||||||