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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 13, 2026

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.

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
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