PENSKE AUTOMOTIVE GROUP INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

2024 Proxy Statement

Annual Meeting of Stockholders

to be held on May 9, 2024 Penske Automotive Group, Inc.

Dear Fellow Stockholder:

We are a diversified international transportation services company and one of the world’s premier automotive and commercial truck retailers. Penske Automotive Group produced strong financial results in 2023, driven by a resilient new car market, our premium brand mix, our diversification and capital allocation. During 2023, Penske Automotive Group:

As our industry continues to evolve, we will focus on adapting our processes to meet the latest trends that will drive our business. We will focus on innovation, technology, transformational opportunities and driving further sustainability and diversity initiatives across our business by engaging our employees, suppliers, and partners to support these important initiatives.

We will once again hold our annual meeting exclusively by remote means this year. We encourage you to participate in the meeting, following the instructions within this proxy statement. We ask that you cast your vote as soon as possible to assure your shares are represented at the meeting.

Our success continues to be driven by our approximately 28,000 team members and their unwavering dedication and commitment. They focus relentlessly on exceeding the expectations of our customers through best-in-class customer service and the highest level of integrity.

We thank you and appreciate your continued support.

Bloomfield Hills, Michigan

March 22, 2024

Penske Automotive Group, Inc.

Notice of 2024 Annual Meeting of Stockholders

INTERNET AVAILABILITY OF PROXY MATERIALS

Your vote is very important. Whether or not you plan to attend the Annual Meeting virtually, please vote at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials, the proxy card or voting instruction form you received in the mail. You may revoke your proxy at any time before it is voted. Please refer to the “Questions about the Meeting” section of the proxy statement for additional information. On March 22, 2024, we expect to release the proxy materials to our stockholders and to send stockholders (other than those stockholders who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our proxy statement and our fiscal year 2023 Annual Report, and how to vote through the Internet or by telephone.

Our proxy statement, proxy card and fiscal year 2023 Annual Report are available at:

https://investors.penskeautomotive.com/financials/annual-reports/default.aspx

By order of the Board of Directors:

2555 Telegraph Road

Bloomfield Hills, Michigan 48302

March 22, 2024

Proxy summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting.

Annual Meeting of Stockholders

Meeting agenda

Voting Matters and Vote Recommendation

These materials were first sent or made available to stockholders on March 22, 2024.

i

Our Director Nominees

The following table provides summary information about each director nominee. Each director is elected annually by a majority of votes cast.

D=Gender/Ethnic Diversity (31% of our nominated board is gender or ethnically diverse)

Auditors

As a matter of good corporate governance, we ask that our stockholders ratify the selection of Deloitte & Touche LLP as our independent auditor for 2024. Set forth below is summary information with respect to 2023 auditor fees paid to Deloitte & Touche LLP.

ii

Corporate Responsibility

As a leading international, diversified transportation services company, we recognize it is our responsibility to ensure we contribute to a healthy environment, economic opportunity, and social equity in the communities where we operate around the world. We recognize we are accountable to key stakeholders and the communities in which we do business. We are committed to responsible business practices, continuous improvement of our operations and the strengthening of relationships with our stakeholders.

We focus our efforts where we can have the most positive impact on our business and society, including issues related to:

This important work is driven by our core values and ensures that we enrich our communities, minimize our environmental impact, protect the health and safety of our team members and customers, and provide a diverse and inclusive workplace – all while creating value for our stakeholders. The most important investments we make are in our people. Everything we aspire to be as a company builds on our ability to come together as one team. We provide our team members a supportive work environment that empowers them to do meaningful work while fulfilling their passions and balancing work goals with life goals.

We are pleased to have published our 2023 Corporate Responsibility Report last October which highlights the Company's environmental, social, and governance strategies, activities, progress, metrics, and performance for 2022, which is available on our website under the tab “Corporate Responsibility”. Our 2023 Corporate Responsibility Report is responsive to the Sustainability Accounting Standards Board (SASB) Multiline & Specialty Distributors sector standard and includes additional disclosures responsive to the framework established by the Task Force on Climate-related Financial Disclosures. We are committed to regular, transparent communication of our progress and look forward to bringing our stakeholders along with us on this journey.

Executive Compensation

We ask that our stockholders annually approve on an advisory basis our named executive officer compensation. The Board of Directors recommends a FOR vote because it believes that our compensation policies and practices are effective in achieving the Company’s goals of rewarding sustained financial and operating performance and leadership excellence, aligning the executives’ long-term interest with those of our stockholders and motivating our executives to remain with us for long and productive careers. In 2023, over 99% of the votes cast by our stockholders approved our 2022 named executive officer compensation.

Compensation and Corporate Governance Highlights

iii

Proxy statement table of contents