PENSKE AUTOMOTIVE GROUP, INC.
For the period ended May 13, 2026. Filed Mar 20, 2026.
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May 13, 2026 · Filed Mar 20, 2026
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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. |
2026 Proxy Statement
Annual Meeting of Stockholders
to be held on May 13, 2026 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. Our business benefits from a diversified revenue and gross profit mix from our automotive retail and commercial truck dealerships across many geographies, our commercial vehicle distribution and power systems operations, and returns relating to our joint venture investments most notably, Penske Transportation Solutions. While the recently completed year presented several challenges, Penske Automotive Group navigated through, delivering another strong year of financial results.
During 2025, Penske Automotive Group:
| • | Delivered over 485,000 new and used vehicles and nearly 19,000 new and used commercial trucks |
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| • | Generated $31.8 billion in revenue |
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| • | Generated $1.3 billion in earnings before taxes, $938 million in net income and earnings per share of $14.13 |
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| • | Continued to grow our business by completing acquisitions or open points representing $1.6 billion in expected annualized revenue, including expanding automotive operations in the U.S. and Italy |
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| • | Increased the cash dividend paid to shareholders each quarter |
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| • | Repurchased 1.2 million shares of our outstanding common stock, representing 1.8% of our outstanding shares, for $182 million |
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| • | Published our updated Sustainability and Performance Report highlighting our strategies, activities, metrics and performance |
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The Company’s strong balance sheet, cash flow generation, and best in class leverage continue to support our flexible capital allocation approach. While the retail automotive and commercial truck industries continue to evolve, new products, improving technology and our commitment to exceed expectations are expected to propel our business forward. We will focus on implementing changing technologies, adapting our processes and driving operational excellence.
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 27,400 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, 2026
Penske Automotive Group, Inc.
Notice of 2026 Annual Meeting of Stockholders
| Date: | May 13, 2026 |
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| Time: | 8:00 a.m. Eastern Daylight Time |
| Virtual Meeting: | Virtual Annual Meeting – www.virtualshareholdermeeting.com/PAG2026 This 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/PAG2026, 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, 2026. 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 twelve directors to serve until the next Annual Meeting • To ratify the selection of Deloitte & Touche LLP as our independent auditor for 2026 • 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, 2026, 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 2025 Annual Report, and how to vote through the Internet or by telephone.
Our proxy statement, proxy card and fiscal year 2025 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, 2026
Proxy statement table of contents
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