[8-K] PENSKE AUTOMOTIVE GROUP, INC. Reports Material Event
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Penske Automotive Group held its 2026 annual stockholders meeting on May 13, 2026, where all twelve director nominees were elected. Each received over 60 million votes in favor, with additional broker non-votes recorded.
Stockholders also ratified Deloitte & Touche LLP as the independent auditing firm for the year ending December 31, 2026, and approved, on an advisory basis, named executive officer compensation. The Board declared a quarterly dividend of $1.42 per share, an increase of $0.02 or about 1.4%, marking the 22nd consecutive quarterly increase, payable June 3, 2026 to shareholders of record as of May 26, 2026.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.07, 8.01, 9.01
3 items
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Quarterly dividend: $1.42 per share
Dividend increase: $0.02 per share
Consecutive dividend increases: 22 quarterly increases
+3 more
6 metrics
Quarterly dividend
$1.42 per share
Payable June 3, 2026 to shareholders of record May 26, 2026
Dividend increase
$0.02 per share
Approximately 1.4% increase vs prior quarterly dividend
Consecutive dividend increases
22 quarterly increases
Represents the company’s 22nd consecutive quarterly dividend increase
Auditor ratification votes for
63,646,340 votes
Ratification of Deloitte & Touche LLP for year ending December 31, 2026
Say-on-pay votes for
61,305,917 votes
Advisory approval of named executive officer compensation
Director vote example
61,637,117 votes for
Election of director nominee Lisa Davis, with 305,842 withheld and 1,958,850 broker non-votes
Key Terms
broker non-votes, named executive officer compensation, forward-looking statements, emerging growth company, +1 more
5 terms
broker non-votes financial
"NOMINEE | FOR | WITHHELD | BROKER NON-VOTES Lisa Davis | 61,637,117..."
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
named executive officer compensation financial
"The proposal to approve, on an advisory basis, our named executive officer compensation"
Pay and benefits disclosed for a company’s top executives identified in regulatory filings, including salary, bonuses, stock awards, option grants, pension contributions and other perks. Think of it as a public paycheck summary for senior managers that shows how they are rewarded and motivated. Investors use it to judge whether executive incentives align with shareholder interests, to assess potential costs and risks, and to evaluate corporate governance.
forward-looking statements regulatory
"Caution Concerning Forward Looking Statements Statements in this press release may involve forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
emerging growth company regulatory
"Emerging growth company Item 5.07 Submission of Matters to a Vote of Security Holders."
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
capital allocation financial
"This dividend increase reflects the Company’s continued balanced approach to capital allocation, including dividends, share repurchases, and strategic acquisitions."
Capital allocation is the process of deciding how a company or individual uses their money to grow, pay bills, save, or invest. It matters because good decisions can help build wealth and ensure resources are used wisely, while poor choices can limit growth or cause financial problems. Think of it like managing your allowance—deciding whether to spend, save, or invest to meet your goals.
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
Date of Report (Date of Earliest Event Reported): | |||||
(Exact name of registrant as specified in its charter)
(State or other jurisdiction | (Commission | (I.R.S. Employer | ||||||||||||
of incorporation) | File Number) | Identification No.) | ||||||||||||
(Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code: | ||||||||||||||
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 | ||||||
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:
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.
The 2026 Annual Meeting of Stockholders of Penske Automotive Group, Inc. was held on May 13, 2026. At the Annual Meeting, all proposals were approved in accordance with the stockholder voting results noted 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 or until their earlier resignation or removal:
NOMINEE | FOR | WITHHELD | BROKER NON-VOTES | ||||||||
Lisa Davis | 61,637,117 | 305,842 | 1,958,850 | ||||||||
Wolfgang Dürheimer | 61,879,677 | 63,282 | 1,958,850 | ||||||||
Michael Eisenson | 61,693,384 | 249,575 | 1,958,850 | ||||||||
David Hoogendoorn | 61,880,514 | 62,445 | 1,958,850 | ||||||||
Yosuke Kawakami | 61,667,907 | 275,052 | 1,958,850 | ||||||||
Robert Kurnick, Jr. | 61,292,021 | 650,938 | 1,958,850 | ||||||||
Greg Penske | 61,493,398 | 449,561 | 1,958,850 | ||||||||
Roger Penske | 61,560,617 | 382,342 | 1,958,850 | ||||||||
Sandra Pierce | 61,534,166 | 408,793 | 1,958,850 | ||||||||
Ray Scott | 61,870,174 | 72,785 | 1,958,850 | ||||||||
Greg Smith | 61,850,084 | 92,875 | 1,958,850 | ||||||||
Brian Thompson | 60,184,271 | 1,758,688 | 1,958,850 | ||||||||
Proposal 2
The proposal to ratify the selection of Deloitte & Touche LLP as our independent auditing firm for the year ending December 31, 2026:
FOR | AGAINST | ABSTAIN | ||||||
63,646,340 | 192,700 | 62,769 | ||||||
Proposal 3
The proposal to approve, on an advisory basis, our named executive officer compensation:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
61,305,917 | 569,731 | 67,311 | 1,958,850 | ||||||||
Item 8.01 Other Items.
On May 13, 2026, we issued a press release announcing that our Board of Directors declared a quarterly dividend in the amount of $1.42 per share, payable on June 3, 2026 to shareholders of record as of May 26, 2026. 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 | Press Release dated May 13, 2026. | ||||||||||
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 14, 2026 | By: | /s/ Shane M. Spradlin | |||||||||
Name: Shane M. Spradlin | |||||||||||
Title: Executive Vice President | |||||||||||
Exhibit 99.1FOR IMMEDIATE RELEASE
PENSKE AUTOMOTIVE GROUP ANNOUNCES 22ND QUARTERLY DIVIDEND INCREASE
BLOOMFIELD HILLS, MI, May 13, 2026 -- Penske Automotive Group, Inc. (NYSE: PAG), a diversified international transportation services company and one of the world's premier automotive and commercial truck retailers, today announced that its Board of Directors has approved a quarterly dividend of $1.42 per share, representing an increase of $0.02 per share, or approximately 1.4%. This represents the Company’s 22nd consecutive quarterly increase. The dividend is payable June 3, 2026, to shareholders of record as of May 26, 2026.
“We are pleased to reward shareholders with another increase in the quarterly dividend”, said Penske Automotive Group President Robert H. Kurnick, Jr. “This dividend increase reflects the Company’s continued balanced approach to capital allocation, including dividends, share repurchases, and strategic acquisitions.”
About Penske Automotive
Penske Automotive Group, Inc., (NYSE: PAG) headquartered in Bloomfield Hills, Michigan, is a diversified international transportation services company and one of the world's premier automotive and commercial truck retailers. PAG operates dealerships in the United States, the United Kingdom, Canada, Germany, Italy, Japan, and Australia and is one of the largest retailers of commercial trucks in North America for Freightliner. PAG also distributes and retails commercial vehicles, diesel and gas engines, power systems, and related parts and services principally in Australia and New Zealand. PAG employs over 28,800 people worldwide. Additionally, PAG owns 28.9% of Penske Transportation Solutions ("PTS"), a business that employs nearly 41,000 people worldwide, manages one of the largest, most comprehensive and modern trucking fleets in North America with over 387,500 trucks, tractors, and trailers under lease, rental, and/or maintenance contracts and provides innovative transportation, supply chain, and technology solutions to its customers. PAG is a member of the S&P Mid Cap 400, Fortune 500, Russell 1000, and Russell 3000 indexes. For additional information, visit the Company's website at www.penskeautomotive.com.
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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 financial performance, expectations, and future plans. Actual results may vary materially because of risks and uncertainties that are difficult to predict. These risks and uncertainties include, among others, our ability to complete customary acquisition closing conditions, those related to macro-economic, geo-political and industry conditions and events, including their impact on sales of new and used vehicles, service and parts, and repair and maintenance services, the availability of consumer credit, changes in consumer demand, consumer confidence levels, fuel prices, demand for trucks to move freight with respect to Penske Transportation Solutions ("PTS") and Premier Truck Group, and other freight metrics such as spot rates or miles driven, personal discretionary spending levels, interest rates, foreign currency exchange rates, and unemployment rates; our ability to obtain vehicles and parts from our manufacturers, especially in light of supply chain disruptions due to natural disasters, tariffs and non-tariff trade barriers, any shortages of vehicle components, international conflicts, challenges in sourcing labor, labor strikes, work stoppages, or other disruptions; the control our manufacturer partners can exert over our operations and our reliance on them for various aspects of our business; risks to our reputation and those of our manufacturer partners; changes in the retail model from direct sales by manufacturers, a transition to an agency model of sales, sales by online competitors, or from the expansion of electric vehicles; disruptions to the security and availability of our information technology systems and those of our third party providers, which systems are increasingly threatened by ransomware and other cyber-attacks; the effects of a pandemic on the global economy, including our ability to react effectively to changing business conditions in light of any pandemic; the impact of tariffs targeting imported vehicles and parts, as well as changes or increases in tariffs, trade restrictions, trade disputes, or non-tariff trade barriers; the rate of inflation, including its impact on vehicle affordability; changes in interest rates and foreign currency exchange rates; our ability to consummate, integrate, and realize returns on our acquisitions; with respect to PTS, changes in the financial health of its customers, labor strikes, or work stoppages by its employees, a reduction in PTS' asset utilization rates, the cost of acquiring and
the continued availability from truck manufacturers and suppliers of vehicles and parts for its fleet, including with respect to the effect of various regulations concerning its vehicle fleet, changes in values of used trucks which affects PTS' profitability on truck sales and regulatory risks and related compliance costs, our ability to realize returns on our significant capital investments in new and upgraded dealership facilities; our ability to navigate a rapidly changing automotive and truck landscape; our ability to respond to new or enhanced regulations in both our domestic and international markets relating to dealerships and vehicles sales, including those related to the sales process, emissions standards, or electrification; the success of our distribution of commercial vehicles, engines, and power systems; natural disasters; recall initiatives or other disruptions that interrupt the supply of vehicles or parts to us; 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, risks, and other uncertainties, which could affect Penske Automotive Group's future performance. The risks and uncertainties discussed above are not exhaustive and additional risks and uncertainties are addressed in Penske Automotive Group's Form 10-K for the year ended December 31, 2025, its Form 10-Q for the quarterly period ended March 31, 2026, and its other filings with the Securities and Exchange Commission. This press release speaks only as of its date, and Penske Automotive Group disclaims any duty to update the information herein.
Inquiries should contact:
| Shelley Hulgrave | Anthony Pordon | ||||
| Executive Vice President and | Executive Vice President Investor Relations | ||||
| Chief Financial Officer | and Corporate Development | ||||
| Penske Automotive Group, Inc. | Penske Automotive Group, Inc. | ||||
| 248-648-2812 | 248-648-2540 | ||||
| shulgrave@penskeautomotive.com | tpordon@penskeautomotive.com | ||||
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