Penske Automotive Files 8-K on Material Definitive Agreement

Ticker: PAG · Form: 8-K · Filed: 2024-01-24T00:00:00.000Z

Sentiment: neutral

Topics: material-agreement, corporate-event

TL;DR

**Penske Automotive just signed a big deal, but we don't know what it is yet.**

AI Summary

Penske Automotive Group, Inc. filed an 8-K on January 24, 2024, reporting an event that occurred on January 23, 2024, related to an "Entry into a Material Definitive Agreement" and "Other Events." While the filing indicates a significant agreement, it does not disclose the specific details of the agreement or its financial impact. For investors, this matters because a material definitive agreement could significantly alter the company's financial position or future operations, but without details, it creates uncertainty about potential positive or negative implications for the stock.

Why It Matters

This filing signals a potentially significant business development for Penske Automotive Group, Inc., but the lack of specific details means investors are currently in the dark about its nature and impact.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement without providing details, creating uncertainty and potential for future stock volatility once specifics are disclosed.

Analyst Insight

A smart investor would monitor Penske Automotive Group, Inc.'s news releases and subsequent SEC filings closely for details on the 'Material Definitive Agreement' before making any investment decisions, as the impact could be significant.

Key Players & Entities

Forward-Looking Statements

FAQ

What was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on January 23, 2024, as stated in the 'Date of Report (Date of Earliest Event Reported): January 23, 2024'.

What specific items were reported under Item Information in this 8-K?

The specific items reported under Item Information were 'Entry into a Material Definitive Agreement', 'Other Events', and 'Financial Statements and Exhibits'.

What is the trading symbol and exchange for Penske Automotive Group, Inc.'s Voting Common Stock?

Penske Automotive Group, Inc.'s Voting Common Stock trades under the symbol PAG on the New York Stock Exchange, as indicated under 'Securities registered pursuant to Section 12(b) of the Act'.

What is the business address and phone number of Penske Automotive Group, Inc. as listed in the filing?

The business address is 2555 Telegraph Road, Bloomfield Hills, Michigan 48302, and the telephone number is 248-648-2500, according to the 'BUSINESS ADDRESS' section.

Does this 8-K filing provide details about the nature or terms of the 'Material Definitive Agreement'?

No, this 8-K filing only states that there was an 'Entry into a Material Definitive Agreement' under Item Information, but it does not provide any specific details about the nature, terms, or parties involved in the agreement.

Filing Stats: 1,103 words · 4 min read · ~4 pages · Grade level 11.1 · Accepted 2024-01-24 16:03:47

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Penske Corporation ("PC") currently beneficially owns 34,181,121 shares of our Voting Common Stock, representing 51% of our outstanding Voting Common Stock. On January 23, 2024, we entered into a voting agreement (the "Voting Agreement") with PC pursuant to which PC has agreed, on each matter brought to a vote at any annual or special meeting of our stockholders and in connection with any action proposed to be taken by consent of our stockholders in lieu of a meeting, to vote all shares of Voting Common Stock, or other voting or equity securities of ours which could be issued (together with the Voting Common Stock, the "Voting Securities") beneficially owned by PC, that, together with the Voting Securities held by Roger S. Penske, our Chair and Chief Executive Officer, and any entity that Roger S. Penske controls, exceed 43.57% of the outstanding Voting Securities (the "Excess Voting Securities"), in the same proportion as all votes cast by stockholders other than PC, Roger S. Penske or any entity that Roger S. Penske controls (except as otherwise required by the existing PM Shareholders Agreement described below). Any Voting Securities that are not Excess Voting Securities may be voted at the discretion of PC. The Voting Agreement will terminate per its terms at the time that PC ceases to beneficially own 30% or more of the Voting Securities then outstanding. Notwithstanding the foregoing, the Voting Agreement does not impact the provisions of that certain stockholders agreement (the "PM Shareholders Agreement") by and among PC, Penske Automotive Holdings Corp. (the "Penske companies"), Mitsui & Co., LTD. and Mitsui & CO (U.S.A.), Inc. ("Mitsui") pursuant to which, in connection with any stockholder election of directors of the Company, (i) the Penske companies have agreed to vote their shares for two directors who are representatives of Mitsui as long as Mitsui owns in excess of 20% of our outstanding common

01 Other Items

Item 8.01 Other Items. On December 27, 2023, plaintiff Jeffrey Edelman (the "Plaintiff"), a purported stockholder of ours, filed a putative class action and stockholder derivative complaint (the "Complaint") in the Court of Chancery of the State of Delaware (the "Court") against all of our directors, a former director, and PC (together, the "Defendants") under the caption Edelman v. Penske, et al., C.A. No. 2023-1291-JTL (the "Action"). The claims in the Complaint relate to our securities repurchase programs in 2021, 2022 and 2023. Among other allegations, the Plaintiff claims that Board members breached their fiduciary duties in approving these securities repurchase programs, and that PC and Roger S. Penske as controllers of the Company also breached their fiduciary duties because the repurchase programs allegedly permitted the controllers to attain majority voting control of the Company without paying a control premium. Defendants believe that the allegations of the Complaint are meritless, deny those allegations, and deny that any violation of applicable law has occurred. However, solely in order to minimize expense and distraction and to avoid the uncertainty of any litigation, we elected to enter into the Voting Agreement referenced above in response to the Complaint. Plaintiff agreed that the Voting Agreement successfully mooted the claims set forth in the Complaint and on January 24, 2024 filed with the Court a Stipulation and Proposed Order Voluntarily Dismissing The Action As Moot, pursuant to which the Court will retain jurisdiction regarding any application Plaintiff may make for an award of attorney's fees.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Index Exhibit No. Description 10.1 Voting Agreement dated January 23, 2024 by and between Penske Automotive Group , Inc. and Penske C orporation. 104 Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURES

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. January 24, 2024 By: /s/ Shane M. Spradlin Name: Shane M. Spradlin Title: Executive Vice President

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