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, 2013 |
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) |
Registrants 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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 9, 2013, at our 2013 Annual Meeting of Shareholders, our shareholders, upon the recommendation of our Board of Directors, approved the 2012 Equity Incentive Plan. The Equity Incentive Plan authorizes up to two million shares for equity awards to our employees and board of directors, including awards that are intended to satisfy the requirements of Section 162(m) of the Internal Revenue Code. The Equity Incentive Plan terminates in 2015. Incentive awards under the Equity Incentive Plan may be in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance compensation awards or common stock. The number of shares available for incentive awards under the Equity Incentive Plan will be increased in an amount equal to incentive awards that are forfeited or terminated without issuance of shares and shares withheld by or tendered to us in connection with satisfaction of tax withholding obligations of an award. Adjustments will be made in the aggregate number of shares that may be issued under the Equity Incentive Plan in the event of a change affecting shares of our common stock, such as a stock dividend or split, recapitalization, reorganization, or merger. No more than 1,000,000 shares may be allocated for incentive awards to any one participant during any single calendar year. A copy of the Equity Incentive Plan is attached hereto as Exhibit 10.1 and is incorporated by reference into this Item 5.02.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Our 2013 Annual Meeting of Stockholders was held on May 9, 2013. At the Annual Meeting, the stockholders cast their votes as set forth below.
Proposal 1
The twelve 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 | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||||
John D. Barr |
84,060,214 | 190,992 | 2,755,244 | |||||||||||||
Michael R. Eisenson |
83,692,725 | 558,481 | 2,755,244 | |||||||||||||
Robert H. Kurnick, Jr. |
82,705,797 | 1,545,409 | 2,755,244 | |||||||||||||
William J. Lovejoy |
84,059,242 | 191,964 | 2,755,244 | |||||||||||||
Kimberly J. McWaters |
81,621,369 | 2,629,837 | 2,755,244 | |||||||||||||
Yoshimi Namba |
82,702,503 | 1,548,703 | 2,755,244 | |||||||||||||
Lucio A. Noto |
72,863,418 | 11,387,788 | 2,755,244 | |||||||||||||
Roger S. Penske |
83,282,726 | 968,480 | 2,755,244 | |||||||||||||
Richard J. Peters |
82,709,166 | 1,542,040 | 2,755,244 | |||||||||||||
Sandra E. Pierce |
83,798,099 | 453,107 | 2,755,244 | |||||||||||||
Ronald G. Steinhart |
83,989,639 | 261,567 | 2,755,244 | |||||||||||||
H. Brian Thompson |
80,299,260 | 3,951,946 | 2,755,244 |
Proposal 2
The proposal to approve our 2012 Equity Incentive Plan was approved based upon the following votes:
FOR | WITHHELD | ABSTAIN | BROKER NON-VOTES | |||||||||
82,123,126
|
2,043,519 | 84,561 | 2,755,244 |
Proposal 3
The proposal to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2013 was approved based upon the following votes:
FOR | WITHHELD | ABSTAIN | BROKER NON-VOTES | |||||||||
86,729,992
|
199,346 | 77,112 | 0 |
Proposal 4
The proposal to approve, on an advisory basis, our executive compensation was approved based upon the following votes:
FOR | WITHHELD | ABSTAIN | BROKER NON-VOTES | |||||||||
83,373,648
|
168,166 | 709,392 | 2,755,244 |
Item 8.01 Other Events.
On May 9, 2013, we announced that our Board of Directors has approved a quarterly dividend in the amount of $0.15 per share payable June 3, 2013 to shareholders of record as of May 20, 2013, as discussed more fully in the press release incorporated herein and attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
10.1 Penske Automotive Group, Inc. 2012 Equity Incentive Plan (incorporated by reference to exhibit 4.3 to our Form S-8 filed November 2, 2012).
99.1 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. | ||||
May 9, 2013 | By: |
/s/ Shane M. Spradlin
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Name: Shane M. Spradlin | ||||
Title: Executive Vice President |
Exhibit Index
Exhibit No. | Description | |
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99.1
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Press Release. |
FOR IMMEDIATE RELEASE
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PENSKE AUTOMOTIVE INCREASES DIVIDEND 7%
BLOOMFIELD HILLS, MI, May 9, 2013 Penske Automotive Group, Inc. (NYSE:PAG), an international automotive retailer, today announced that its Board of Directors has approved a cash dividend of $0.15 per share for the first quarter of 2013. The dividend is payable on June 3, 2013, to shareholders of record on May 20, 2013.
Based on the strength of our financial performance, cash flow generation and continued confidence we have in the retail automotive environment, we are pleased to offer our shareholders a 7% increase in the quarterly dividend, said Penske Automotive Group President Robert H. Kurnick.
About Penske Automotive
Penske Automotive Group, Inc., headquartered in Bloomfield Hills, Michigan, operates 342
retail automotive franchises, representing over 40 different brands and 30 collision repair
centers. Penske Automotive, which sells new and previously owned vehicles, finance and insurance
products and replacement parts, and offers maintenance and repair services on all brands it
represents, has 174 franchises in 18 states and Puerto Rico and 168 franchises located outside the
United States, primarily in the United Kingdom. Penske Automotive is a member of the
Fortune 500 and Russell 2000 and has approximately 16,700 employees.
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 potential and outlook. 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, adverse conditions affecting a particular
manufacturer, including the adverse impact to the vehicle and parts supply chain due to natural
disasters 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 Automotives business, markets, conditions and
other uncertainties, which could affect Penske Automotives future performance. These risks and
uncertainties are addressed in Penske Automotives Form 10-K for the year ended December 31, 2012,
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.
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/#!/Penskecarscorp
Visit Penske Automotive on YouTube: http://www.youtube.com/penskecars
Inquiries should contact:
David K. Jones Executive Vice President and Chief Financial Officer Penske Automotive Group, Inc. 248-648-2800 dave.jones@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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