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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 12, 2022

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. ☐

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Item 5.07 Submission of Matters to a Vote of Security Holders.

Our 2022 Annual Meeting of Stockholders was held on May 12, 2022. 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 Barr			60,561,714			10,516,703			2,801,141
Lisa Davis			65,227,580			5,850,837			2,801,141
Wolfgang Dürheimer			70,774,835			303,582			2,801,141
Michael Eisenson			69,900,948			1,177,469			2,801,141
Robert Kurnick, Jr.			69,390,025			1,688,392			2,801,141
Kimberly McWaters			60,425,694			10,652,723			2,801,141
Kota Odagiri			70,004,202			1,074,215			2,801,141
Greg Penske			69,695,916			1,382,501			2,801,141
Roger Penske			70,286,094			792,323			2,801,141
Sandra Pierce			69,889,414			1,189,003			2,801,141
Greg Smith			60,152,429			10,925,988			2,801,141
Ronald Steinhart			60,558,456			10,519,961			2,801,141
Brian Thompson			69,757,302			1,321,115			2,801,141

Proposal 2

The proposal to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2022 was approved based upon the following votes:

FOR			AGAINST			ABSTAIN
73,328,626			542,106			8,826

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
70,258,085			766,366			53,966			2,801,141

Item 8.01 Other Events

On May 12, 2022, we announced that our Board of Directors has declared a quarterly dividend in the amount of $0.50 per share payable on June 1, 2022 to shareholders of record as of May 23, 2022, and increased the Company's share repurchase authorization to $250 million, each as discussed more fully in the press release incorporated herein and attached hereto as Exhibit 99.1.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Index

Exhibit No.						Description
99.1						Press Release.
104						Cover Page Interactive Data File (formatted as inline XBRL).

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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 12, 2022						By:			/s/ Shane M. Spradlin
									Name: Shane M. Spradlin
									Title: Executive Vice President