PENSKE AUTOMOTIVE GROUP, INC.
For the period ended May 14, 2025. Filed Mar 20, 2025.
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May 14, 2025 · Filed Mar 20, 2025
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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:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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Penske Automotive Group, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check all boxes that apply): | |
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
2025 Proxy Statement
Annual Meeting of Stockholders
to be held on May 14, 2025 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 another strong year of financial results, driven by a resilient new car market, our premium brand mix, our diversified revenue mix and capital allocation. During 2024, Penske Automotive Group:
| • | Delivered over 491,000 new and used vehicles and over 20,500 new and used commercial trucks |
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| • | Increased revenue by 3% to over $30 billion |
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| • | Generated $1.24 billion in earnings before taxes, $923 million in net income and earnings per share of $13.74 |
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| • | Continued to grow our business by completing acquisitions of $2.1 billion in expected annualized revenue |
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| • | Increased the cash dividend paid to shareholders each quarter, growing the dividend by 51% from $0.79 to $1.19 |
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| • | Maintained a strong balance sheet and a debt to capitalization ratio below 30% |
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As the retail automotive and commercial truck industries continue 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, and transformational opportunities while maintaining our commitment to exceed expectations, driving a repeat and referral environment with our team members.
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 more than 28,900 team members and their unwavering dedication and commitment to 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.
Sincerely,
/s/ Roger S. Penske
Roger S. Penske Chair of the Board and Chief Executive Officer
Bloomfield Hills, Michigan
March 20, 2025
Penske Automotive Group, Inc.
Notice of 2025 Annual Meeting of Stockholders
| Date: | May 14, 2025 |
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| Time: | 8:00 a.m. Eastern Daylight Time |
| Virtual Meeting: | Virtual Annual Meeting – www.virtualshareholdermeeting.com/PAG2025This year’s Annual Meeting will be virtual and held online via a live webcast. We are not holding an in-person meeting. To attend the Annual Meeting, ask questions and examine our list of stockholders, you will need to visit www.virtualshareholdermeeting.com/PAG2025, and you will be required to enter the control number on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form. Log-in for the virtual Annual Meeting begins at 7:45 a.m. Please refer to the “Attending the Meeting” section of the proxy statement for more details. |
| Record date: | March 20, 2025. Only stockholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the Annual Meeting. |
| Items of business: | • To elect thirteen directors to serve until the next Annual Meeting• To ratify the selection of Deloitte & Touche LLP as our independent auditor for 2025• To approve, on a non-binding advisory basis, the compensation paid to our named executive officers |
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 20, 2025, 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 2024 Annual Report, and how to vote through the Internet or by telephone.
Our proxy statement, proxy card and fiscal year 2024 Annual Report are available at:
https://investors.penskeautomotive.com/financials/annual-reports/default.aspx
By order of the Board of Directors:
/s/ Shane Spradlin
Shane Spradlin
Executive Vice President, General Counsel and Secretary
2555 Telegraph Road
Bloomfield Hills, Michigan 48302
March 20, 2025
Proxy statement table of contents
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