Penske Automotive Group Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect twelve director nominees to serve until the next annual meeting and until their successors are elected and qualified.

2. 2

   Ratification of the Selection of our Independent Auditor

   ManagementBoard: FOR

   Ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026.

3. 3

   Advisory Vote on Named Executive Officer Compensation

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This non-binding advisory proposal asks stockholders to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables and narrative. Management is seeking shareholder approval to confirm support for its compensation framework, which emphasizes a mix of cash and long-term restricted stock awards designed to align executives’ interests with long-term shareholder value and to retain key talent. The Compensation Committee notes that a substantial portion of executive awards vests in years three and four and that the CEO and other senior executives hold significant stock ownership, creating alignment with shareholders. The company further highlights governance features intended to limit excess risk, including a clawback policy, no employment agreements that guarantee severance, stock ownership guidelines, and restrictions on hedging. The Board references strong prior shareholder support (over 98% in the prior year) as context for maintaining the overall framework while acknowledging the vote is advisory and will be considered by the Compensation Committee in future decisions. Because the vote is non-binding, management explains that it will not be compelled to implement particular changes by the outcome but will take the vote’s result into account when setting future compensation. The Board’s explicit recommendation to vote FOR is based on its view that the program balances short- and long-term incentives, mitigates undue risk through vesting schedules and committee oversight, and aligns pay with performance metrics such as EBITDA and EPS included in long-term incentive plans.

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When is the Penske Automotive Group Inc 2026 annual meeting?

Penske Automotive Group Inc (PAG) holds its 2026 annual shareholder meeting on Wednesday, May 13, 2026.

What is the record date for the Penske Automotive Group Inc 2026 meeting?

The record date for the Penske Automotive Group Inc 2026 meeting is Friday, March 20, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Penske Automotive Group Inc's 2026 meeting?

The board is presenting 12 director nominees at the Penske Automotive Group Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Penske Automotive Group Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Penske Automotive Group Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.