| 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 x | ||
| Filed by a Party other than the Registrant ¨ | ||
| Check the appropriate box: | ||
| ¨ | Preliminary Proxy Statement | |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ¨ | Definitive Proxy Statement | |
| x | Definitive Additional Materials | |
| ¨ | Soliciting Material under §240.14a-12 | |
| 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 the appropriate box): | ||
| x | No fee required. | |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| (1) | Title of each class of securities to which transaction applies: | |
| (2) | Aggregate number of securities to which transaction applies: | |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): | |
| (4) | Proposed maximum aggregate value of transaction: | |
| (5) | Total fee paid: | |
| ¨ | Fee paid previously with preliminary materials. | |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
| (1) | Amount Previously Paid: | |
| (2) | Form, Schedule or Registration Statement No.: | |
| (3) | Filing Party: | |
| (4) | Date Filed: | |
SUPPLEMENT TO PROXY STATEMENT DATED MARCH 19, 2021 FOR THE 2021 ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD ON MAY 12, 2021
EXPLANATORY NOTE:
The sole purpose of this supplement (this “Supplement”) to the definitive proxy statement of Penske Automotive Group, Inc. filed with the Securities and Exchange Commission on March 19, 2021 (the “Proxy Statement”) is to correct the table under the caption “Our Corporate Governance” on page 6 of the as-filed version of the Proxy Statement. The table shows the members of each board committee as of the date of the Proxy Statement and the number of meetings held by each committee during 2020. Due to an error that occurred in the course of preparing the Proxy Statement to be filed on EDGAR, the table included in the Proxy Statement incorrectly lists Sandra E. Pierce as a member of the Audit Committee even though she is not a committee member. The corrected table is set forth below and replaces the original table in the Proxy Statement in its entirety.
| CURRENT DIRECTORS | BOD | Audit Committee | Compensation & Management Development Committee | Nominating & Corporate Governance Committee | Executive Committee |
| John D. Barr | M | F | |||
| Lisa Davis | M | M | M | ||
| Wolfgang Dürheimer | M | M | |||
| Michael R. Eisenson | M | M | |||
| Robert H. Kurnick, Jr. | M | M | |||
| Kimberly J. McWaters | M | F | C | ||
| Greg Penske | M | ||||
| Roger S. Penske | C | C | |||
| Sandra E. Pierce | M | ||||
| Greg C. Smith | M | C,F | |||
| Ronald G. Steinhart | M | F | |||
| H. Brian Thompson | M | C | M | M | |
| Masashi Yamanaka | M | ||||
| No. of Meetings in 2020 | 18 | 7 | 4 | 2 | 0 |
C Chair M Member F Financial expert
This Supplement should be read in conjunction with the Proxy Statement. If you have already voted and would like to change or revoke your prior vote on any proposal, please refer to page 40 of the as-filed version of the Proxy Statement for further information on how to do so.