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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 o | |
Filed by a Party other than the Registrant o | |
Check the appropriate box: |
o Preliminary Proxy Statement | |
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
þ Definitive Proxy Statement | |
o Definitive Additional Materials | |
o Soliciting Material Pursuant to §240.14a-12 |
United Auto 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):
þ No fee required. | |
o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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: |
o Fee paid previously with preliminary materials. |
o 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.: |
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4) Date Filed: |
SEC 1913 (02-02) | Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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![(UNITED AUTO LOGO)](https://capedge.com/proxy/DEF 14A/0000950124-05-001489/k91379k9137900.gif)
Sincerely, | |
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Roger S. Penske | |
Chairman of the Board and | |
Chief Executive Officer |
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![(UNITED AUTO LOGO)](https://capedge.com/proxy/DEF 14A/0000950124-05-001489/k91379k9137900.gif)
(1) | to elect twelve directors to serve until the next annual meeting of stockholders, or until their successors are duly elected and qualified; and | |
(2) | to transact such other business as may properly come before the meeting. |
By Order of the Board of Directors, | |
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Shane M. Spradlin | |
Secretary |
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Q. | What am I voting on? |
A. Proposal 1: | Election of twelve directors to serve until the next annual meeting of stockholders, or until their successors are duly elected and qualified. |
Q. | Who can vote? |
A. | Common stockholders of UnitedAuto as of the close of business on the record date, February 25, 2005, can vote at the annual meeting. Each share of our common stock gets one vote. Votes may not be cumulated. As of February 25, 2005, there were 46,530,699 shares of our common stock outstanding. |
Q. | How do I vote before the meeting? |
Q. | May I vote at the meeting? |
A. | You may vote at the meeting if you attend in person. If you hold your shares through an account with a bank or broker, you must obtain a legal proxy from the bank or broker in order to vote at the meeting. Even if you plan to attend the meeting, we encourage you to vote your shares by proxy. |
Q. | Can I change my mind after I vote? |
A. | You may change your vote at any time before the polls close at the meeting by (1) signing another proxy card with a later date and returning it to us prior to the meeting or (2) voting at the meeting if you are a registered stockholder or have obtained a legal proxy from your bank or broker. |
Q. | What if I return my proxy card but do not provide voting instructions? |
A. | Proxies that are signed and returned but do not contain instructions will be voted (1) FOR the election of the twelve nominees for director, and (2) in accordance with the best judgment of the named proxies on any other matters properly brought before the meeting. |
Q. | Will my shares be voted if I do not provide my proxy instruction form? |
A. | If you are a registered stockholder and do not provide a proxy, you must attend the meeting in order to vote your shares. If you hold shares through an account with a bank or broker, your shares may be voted even if you do not provide voting instructions on your instruction form. Brokerage firms have the authority under New York Stock Exchange rules to vote shares for which their customers do not provide voting instructions on certain “routine” matters. The election of directors is considered a routine matter for which brokerage firms may vote without specific instructions. |
Q. | May stockholders ask questions at the meeting? |
A. | Yes. Representatives of the Company will answer stockholder’s questions of general interest at the end of the meeting. In order to give a greater number of stockholders an opportunity to ask questions, individuals or groups will be allowed to ask only one question and no repetitive or follow-up questions will be permitted. |
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Q. | How many votes must be present to hold the meeting? |
A. | Your shares are counted as present at the meeting if you attend the meeting and vote in person or if you properly return a proxy. In order for us to conduct our meeting, a majority of our outstanding shares of common stock as of February 25, 2005 must be present in person or by proxy at the meeting (23,265,350 shares). This is referred to as a quorum. Abstentions and broker non-votes will be counted for purposes of establishing a quorum at the meeting. |
Q. | How many votes are needed to approve the Company’s proposal? |
A. | The nominees receiving the highest number of “For” votes will be elected as directors. This number is called a plurality. Shares not voted, whether by marking “Abstain” on your proxy card or otherwise, will have no impact on the election of directors. |
Q. | What is the Company’s policy regarding director attendance at the annual meeting? |
A. | We encourage all of our directors to attend the annual meeting. In 2004, all of our directors attended the annual meeting. |
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John D. Barr — Chairman, Performance Logistics Group | Mr. Barr, 56, has served as a director since December 2002. Mr. Barr has been the Chairman of Performance Logistics Group, a vehicle transportation service provider, since 1999 and Vice Chairman of Papa Murphy’s International, Inc., a take-and-bake pizza chain, since July 2004. Prior thereto, Mr. Barr was President and Chief Operating Officer, as well as a member of the Board of Directors, of the Quaker State Corporation from June 1995 to 1999. Prior to joining Quaker State, Mr. Barr spent 25 years with the Valvoline Company, a subsidiary of Ashland, Inc., where he was President and Chief Executive Officer from 1987 to 1995. Mr. Barr is a director of Clean Harbors, Inc., James Hardie Industries, NV and UST, Inc. | |
Michael R. Eisenson — Managing Director and CEO of Charlesbank Capital Partners, L.L.C | Mr. Eisenson, 49, has served as a director since December 1993. He is a Managing Director and CEO of Charlesbank Capital Partners L.L.C., a private investment firm and the successor to Harvard Private Capital Group, Inc., which he joined in 1986. Mr. Eisenson is also a director of Catlin Group Limited, CCC Information Services Group, Inc., Playtex Products, Inc., Universal Technical Institute, Inc. and Xenogen Corporation | |
James A. Hislop — Managing Director of Transportation Resource Partners, LP | Mr. Hislop, 47, has served as a director since May 1999. Mr. Hislop has been Managing Director of Transportation Resource Partners since January 2003. He has been a managing member of Penske Capital Partners, L.L.C., since its inception in June 1997. Penske Capital Partners and Transportation Resources Partners are organizations formed to undertake acquisitions and strategic investments in the transportation and transportation services industry. Mr. Hislop served as a Managing Director in the Investment Banking Group of Merrill Lynch & Co. from 1991 to 1997. Mr. Hislop is a director of Penske Corporation. | |
Hiroshi Ishikawa — Executive Vice President — International Business Development of the Company | Mr. Ishikawa, 42, has served as a director since May 2004 and our Executive Vice President — International Business Development since June 2004. Previously, Mr. Ishikawa served as the President of Mitsui Automotive North America, Inc. from June 2003 to May 2004. From October 2001 to May 2003, Mr. Ishikawa served as Vice President, Secretary & Treasurer for Mitsui Automotive North America, Inc. From March 1997 to October 2001, Mr. Ishikawa served as the Assistant General Manager, Machinery & Automotive Department of Mitsui & Co. (U.S.A.), Inc. Detroit Office. |
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William J. Lovejoy — Manager of Lovejoy & Associates | Mr. Lovejoy, 64, has served as a director since March 2004. Since September 2003, Mr. Lovejoy has served as Manager of Lovejoy & Associates, an automotive consulting firm. From January 2000 until December 2002, Mr. Lovejoy served as Group Vice President, North American vehicle sales, service and marketing for General Motors Corporation. From 1994 until December 1999, Mr. Lovejoy served as Vice President of General Motors service and parts operation. From 1962 until 1992, Mr. Lovejoy served in various capacities for General Motors Acceptance Corporation (“GMAC”) and ultimately President of GMAC in 1990. | |
Kimberly J. McWaters — CEO of Universal Technical Institute, Inc. | Ms. McWaters, 40, has served as a director since December 2004. Since October 2003, Ms. McWaters has served as CEO of Universal Technical Institute, Inc. (“UTI”), a nationwide provider of technical educational training for students seeking careers as professional automotive technicians. Since February 2000, Ms. McWaters has served as President of UTI. From 1984 until 2000, Ms. McWaters held several positions at UTI including vice president of marketing and vice president of sales and marketing. | |
Eustace W. Mita — Chairman of Achristavest, LLC | Mr. Mita, 50, has served as a director since August 1999. Since October 2002, Mr. Mita has been chairman of Achristavest, LLC and CEO of Mita Management, L.L.P. From April 2000 until October 2001, Mr. Mita served as the Executive Vice President of The Reynolds and Reynolds Company, an integrated solutions provider for the automotive industry, and had been General Manager of Reynolds Transformation Services since May 2000. Prior thereto, Mr. Mita served as President and Chief Executive Officer of HAC Group, LLC, and President of Half-A-Car II, Inc., each automobile training and consulting companies, since 1990. Mr. Mita is also a director of The Reynolds and Reynolds Company. | |
Lucio A. Noto — Retired Vice Chairman of ExxonMobil Corporation | Mr. Noto, 66, has served as a director since March 2001. Mr. Noto retired as Vice Chairman of ExxonMobil Corporation in January 2001, a position he held since the merger of Exxon and Mobil companies in November 1999. Before the merger, Mr. Noto was Chairman and CEO of Mobil Corporation where he had been employed since 1962. Mr. Noto is a managing partner of Midstream Partners LLC, an investment company specializing in energy and transportation projects. He is also a director of International Business Machines Corporation and the Altria Group, Inc. Mr. Noto is a member of the Mitsubishi Corp. (Japan) International Advisory Counsel and the Tamasek Technologies (Singapore) International Advisory Counsel. | |
Roger S. Penske — Chairman of the Board and CEO of the Company and Penske Corporation | Mr. Penske, 68, has served as our Chairman and CEO since May 1999. Mr. Penske has also been Chairman of the Board and CEO of Penske Corporation since 1969. Penske Corporation is a privately-owned diversified transportation services company that holds, through its subsidiaries, interests in a number of businesses. Mr. Penske has also been Chairman of the Board of Penske Truck Leasing Corporation since 1982. Mr. Penske serves as a member of the Boards of Directors of CarsDirect.com, Inc., a private company offering online retail automotive services, General Electric Company, UTI and Home Depot, Inc. Mr. Penske has declined to stand for re-election for the board of Home |
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Depot at its May 2005 annual meeting. Mr. Penske also is a director of Detroit Renaissance and a member of The Business Council. | ||
Richard J. Peters — Managing Director of Transportation Resource Partners, LP | Mr. Peters, 57, has served as a director since May 1999. Since January 2003, Mr. Peters has been Managing Director of Transportation Resource Partners. From January 2000 to December 2002, Mr. Peters was President of Penske Corporation. Since 1997, Mr. Peters has also served as President and CEO of R.J. Peters & Company, LLC, a private investment company. Mr. Peters has also served as an officer and director of various subsidiaries of Penske Corporation since 1990. Mr. Peters has been a member of the Board of Directors of Penske Corporation since 1990. | |
Ronald G. Steinhart — Retired Chairman and CEO, Commercial Banking Group, Bank One Corporation | Mr. Steinhart, 64, has served as a director since March 2001. Mr. Steinhart served as Chairman and CEO, Commercial Banking Group of Bank One Corporation from December 1996 until his retirement in January 2000. From January 1995 to December 1996, Mr. Steinhart was Chairman and CEO of Bank One, Texas, N.A. Mr. Steinhart joined Bank One in connection with the merger of Team Bank, which he founded in 1988. Mr. Steinhart also serves as a director of Carreker Corporation and as a Trustee of Prentiss Properties Trust. | |
H. Brian Thompson — Chairman of Comsat International | Mr. Thompson, 66, has served as a Director since March 2002. Mr. Thompson is currently Chairman of Comsat International, a telecommunications services provider, and heads his own private equity investment and advisory firm, Universal Telecommunications, Inc., in Vienna, Virginia. Mr. Thompson was previously Chairman and CEO of Global TeleSystems Group, Inc. from March 1999 through September of 2000. From 1991 to 1998, Mr. Thompson served as chairman and CEO of LCI International. Subsequent to the merger of LCI with Qwest Communications International Inc. in June 1998, Mr. Thompson became Vice Chairman of the Board for Qwest until his resignation in December 1998. Mr. Thompson was Chairman of the Irish telephone company, Telecom Eirann, in 1999 and Executive Vice President of MCI Communications Corporation from 1981 to 1990. Mr. Thompson currently serves as a member of the Board of Directors of Axcelis Technologies, Inc., Bell Canada International Inc., and Sonus Networks, Inc. |
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Compensation & | Nominating & | |||||||||||||||||||
Management | Corporate | |||||||||||||||||||
Name | BOD | Audit | Development | Governance | Executive | |||||||||||||||
John D. Barr | X | X | ||||||||||||||||||
Michael R. Eisenson | X | X | X | |||||||||||||||||
James A. Hislop | X | |||||||||||||||||||
Hiroshi Ishikawa | X | |||||||||||||||||||
William J. Lovejoy | X | X | ||||||||||||||||||
Kimberly J. McWaters | X | |||||||||||||||||||
Eustace W. Mita | X | X | ||||||||||||||||||
Lucio A. Noto | X | X | ||||||||||||||||||
Roger S. Penske | X | X | ||||||||||||||||||
Richard J. Peters | X | X | ||||||||||||||||||
Ronald G. Steinhart | X | X | ||||||||||||||||||
H. Brian Thompson | X | X | X | |||||||||||||||||
No. of Meetings 2004 | 6 | 9 | 5 | 4 | 0 |
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1. | the director is employed by us, or an immediate family member is one of our executive officers; | |
2. | the director receives any direct compensation from us, other than director and committee fees and forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service); | |
3. | the director is affiliated with or employed by our independent auditors (or internal auditors), or an immediate family member is affiliated with or employed in a professional capacity by our independent auditors (or internal auditors); or |
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4. | an executive officer of ours serves on the compensation committee of the board of directors of a company which employs the director or an immediate family member as an executive officer. |
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Long Term Compensation | |||||||||||||||||||||||||
Awards | |||||||||||||||||||||||||
Annual Compensation | |||||||||||||||||||||||||
Securities | |||||||||||||||||||||||||
Other Annual | Restricted | Underlying | |||||||||||||||||||||||
Name and Principal Position | Year | Salary($) | Bonus($) | Compensation($) | Stock Award $(1) | Options(#) | |||||||||||||||||||
Roger S. Penske | 2004 | 750,000 | 900,000 | — | 225,825 | — | |||||||||||||||||||
Chairman of the Board and | 2003 | 750,000 | 1,000,000 | — | 225,625 | — | |||||||||||||||||||
Chief Executive Officer | 2002 | 294,231 | 900,000 | — | — | 20,000 | |||||||||||||||||||
Samuel X. DiFeo | 2004 | 400,000 | 200,000 | 116 | (3) | 105,385 | — | ||||||||||||||||||
President and Chief | 2003 | 400,000 | 200,000 | 552 | (3) | 135,375 | — | ||||||||||||||||||
Operating Officer | 2002 | 400,000 | 175,000 | 552 | (3) | — | 20,000 | ||||||||||||||||||
James R. Davidson | 2004 | 465,000 | 320,000 | 20,734 | (4) | 90,330 | — | ||||||||||||||||||
Executive Vice President — | 2003 | 450,000 | 300,000 | 15,169 | (4) | 108,300 | — | ||||||||||||||||||
Finance | 2002 | 400,000 | 190,000 | 14,796 | (4) | — | 11,000 | ||||||||||||||||||
Robert H. Kurnick, Jr. | 2004 | 166,000 | (2) | 99,000 | (2) | 9,276 | (5) | 90,330 | — | ||||||||||||||||
Executive Vice President | 2003 | 171,500 | (2) | 67,750 | (2) | — | 108,300 | — | |||||||||||||||||
and General Counsel | 2002 | 272,000 | (2) | — | — | — | 12,500 | ||||||||||||||||||
Paul F. Walters | 2004 | 282,000 | (2) | 163,000 | (2) | — | 90,300 | — | |||||||||||||||||
Executive Vice President — | 2003 | 268,500 | (2) | 141,000 | (2) | — | 108,300 | — | |||||||||||||||||
Human Resources | 2002 | 250,000 | (2) | — | — | — | 7,500 |
(1) | Represents the value of the award based on the closing price of our common stock on the date of grant. The restricted stock awarded on July 1, 2004 vests annually over four years at a rate of 15%, 15%, 20% and 50%. The restricted stock awarded on May 16, 2003 vests ratably and annually over three years. We pay dividend equivalents on our outstanding and unvested restricted stock. The aggregate total number and value of restricted stock holdings as of December 31, 2004, based on the market closing price of $29.59 on such date, for our named executive officers was as follows: Roger Penske: 15,833 shares ($468,498), Sam DiFeo: 8,500 shares ($251,515), each of James Davidson, Paul Walters and Robert Kurnick, Jr.: 7,000 shares ($207,130). |
(2) | Messrs. Kurnick and Walters are paid directly by Penske Corporation. The amounts shown reflect that portion of the salary compensation and bonus of Messrs. Kurnick and Walters that was paid by us to Penske Corporation. |
(3) | Represents tax allowance for life insurance sponsored by us as part of our company wide plan. In addition, Mr. DiFeo uses company vehicles in the ordinary course of his employment, which use cannot be measured. |
(4) | Represents the use of and tax allowance for a company vehicle and life insurance sponsored by us as part of our company wide plan. |
(5) | Represents an allowance for a company vehicle. |
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Number of Securities | ||||||||||||||||||||||||
Underlying Unexercised | Value of Unexercised In the | |||||||||||||||||||||||
Number of | Options at Fiscal | Money Options at Fiscal | ||||||||||||||||||||||
Shares | Year End(#) | Year End ($)(1) | ||||||||||||||||||||||
Acquired upon | Value | |||||||||||||||||||||||
Name | Exercise(#) | Realized($) | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Roger S. Penske | — | — | 453,334 | 6,666 | 8,740,456 | 57,594 | ||||||||||||||||||
Samuel X. DiFeo | 140,000 | 3,099,045 | 173,334 | 6,666 | 2,365,256 | 57,594 | ||||||||||||||||||
James R. Davidson | 13,333 | 291,895 | 3,667 | 3,667 | 31,683 | 31,683 | ||||||||||||||||||
Robert H. Kurnick, Jr. | — | — | 20,833 | 4,167 | 317,822 | 36,003 | ||||||||||||||||||
Paul F. Walters | — | — | 17,500 | 2,500 | 289,025 | 21,600 |
(1) | The closing price of our common stock on December 31, 2004 was $29.59 |
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The Compensation & Management Development | |
Committee of the Board of Directors | |
H. Brian Thompson (Chairman) | |
William J. Lovejoy |
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Shares Beneficially | |||||||||
Owned(1) | |||||||||
Beneficial Owner | Number | Percent | |||||||
Penske Corporation(2)(3)(4) | 18,621,877 | 40.0 | % | ||||||
2555 Telegraph Road | |||||||||
Bloomfield Hills, MI 48302-0954 | |||||||||
Penske Capital Partners, L.L.C.(3)(4) | 7,657,282 | 16.5 | % | ||||||
One Harmon Plaza, Ninth Floor | |||||||||
Secaucus, NJ 07094 | |||||||||
Mitsui(5) | 7,221,349 | 15.5 | % | ||||||
2-1, Ohtemachi 1-chome, Chiyoda-ku | |||||||||
Tokyo, Japan | |||||||||
Dimension Fund Advisors, Inc.(6) | 3,046,137 | 6.5 | % | ||||||
1294 Ocean Avenue, 11th Floor | |||||||||
Santa Monica, CA 90401 | |||||||||
John D. Barr | 3,500 | * | |||||||
Michael R. Eisenson | 10,000 | * | |||||||
James A. Hislop(7) | 7,814,719 | 16.8 | % | ||||||
Hiroshi Ishikawa | 1,000 | * | |||||||
Kimberly J. McWaters | — | — | |||||||
William J. Lovejoy | 5,000 | * | |||||||
Eustace W. Mita | 409,954 | * | |||||||
Lucio A. Noto | 6,832 | * | |||||||
Roger S. Penske(8) | 19,300,773 | 41.1 | % | ||||||
Richard J. Peters | 62,975 | * | |||||||
Ronald G. Steinhart | 9,250 | * | |||||||
H. Brian Thompson | 12,847 | * | |||||||
Samuel X. DiFeo(9) | 297,200 | * | |||||||
James R. Davidson(10) | 17,354 | * | |||||||
Robert H. Kurnick, Jr.(11) | 51,646 | * | |||||||
Paul F. Walters(12) | 38,466 | * | |||||||
All directors and executive officers as a group (16 persons) | 20,138,730 | 42.6 | % |
* | Less than 1% |
(1) | Pursuant to the regulations of the Commission, shares are deemed to be “beneficially owned” by a person if such person directly or indirectly has or shares the power to vote or dispose of such shares. Each person is deemed to be the beneficial owner of securities which may be acquired within sixty days |
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through the exercise of options, warrants, and rights, if any, and such securities are deemed to be outstanding for the purpose of computing the percentage of the class beneficially owned by such person. |
(2) | Penske Corporation is the beneficial owner of 10,694,021 shares of common stock, of which it has shared power to vote and dispose together with a wholly owned subsidiary, and the beneficial owner of up to 7,478,386 shares that are held by International Motor Cars Group I, L.L.C. (“IMCGI”). This number will be reduced in connection with each distribution of shares to Penske Corporation by the number of shares representing any carried interest attributable to the managing member pursuant to the operating agreement of IMCGI. Penske Corporation also has shared voting power over 449,470 shares under voting agreements. Penske Corporation also has the right to vote the shares owned by the Mitsui entities (see note 5) under certain circumstances discussed under “Related Party Transactions — Shareholders Agreement”. If these shares were deemed to be beneficially owned by Penske Corporation, its beneficial ownership would be 25,843,226 shares or 55.5%. |
(3) | Penske Capital, IMCGI, IMCGII, and Penske Corporation each disclaim beneficial ownership of the shares owned by the others that may be deemed to exist. |
(4) | Penske Capital has voting power with respect to 7,657,282 shares of common stock, consisting of 7,592,792 shares of common stock held by IMCGI and 64,490 shares of common stock held by International Motor Cars Group II, L.L.C. (“IMCGII”). Penske Capital is the managing member of each of IMCGI and IMCGII. The managing members of Penske Capital are Roger Penske and James A. Hislop. Penske Capital is obligated to cause IMCGI and IMCGII to make special distributions to each of their members in connection with the sale of those securities by the members. The non-managing member of IMCGI is Penske Corporation. |
(5) | Represents the 1,444,070 shares held by Mitsui & Co., (U.S.A.), Inc. and 5,777,279 shares held by Mitsui & Co., Ltd. |
(6) | Such information was reported on Schedule 13G as of December 31, 2004 and filed with the Commission February 9, 2005. |
(7) | Includes the 7,657,282 shares deemed to be beneficially owned by Penske Capital. Mr. Hislop is a managing member of Penske Capital. Mr. Hislop disclaims beneficial ownership of the shares beneficially owned by Penske Capital, except to the extent of his pecuniary interest. |
(8) | Includes the 7,657,282 shares deemed to be beneficially owned by Penske Capital, for which shares Mr. Penske may be deemed to have shared voting and dispositive power, an additional 11,143,491 shares deemed to be beneficially owned by Penske Corporation, for which shares Mr. Penske may be deemed to have shared voting and dispositive power, and options to purchase 460,000 shares that are exercisable within 60 days. Mr. Penske is a managing member of Penske Capital and the Chairman and Chief Executive Officer of Penske Corporation. Mr. Penske disclaims beneficial ownership of the shares beneficially owned by Penske Capital and Penske Corporation. |
(9) | Includes options to purchase 180,000 shares of common stock that are exercisable within 60 days. |
(10) | Includes 7,334 shares issuable upon the exercise of options that are exercisable within 60 days and 500 shares held by Mr. Davidson’s wife. Mr. Davidson disclaims beneficial ownership of all shares held by his wife. |
(11) | Includes 25,000 shares issuable upon the exercise of options that are exercisable within 60 days. |
(12) | Includes 20,000 shares issuable upon the exercise of options that are exercisable within 60 days. |
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![(PERFORMANCE GRAPH)](https://capedge.com/proxy/DEF 14A/0000950124-05-001489/k91379k9137901.gif)
Cumulative Total Return | ||||||||||||||||||||||||||
12/99 | 12/00 | 12/01 | 12/02 | 12/03 | 12/04 | |||||||||||||||||||||
United Auto Group, Inc. | 100.00 | 74.83 | 288.77 | 139.52 | 351.57 | 337.29 | ||||||||||||||||||||
S&P 500 | 100.00 | 90.89 | 80.09 | 62.39 | 80.29 | 86.09 | ||||||||||||||||||||
Peer Group | 100.00 | 71.27 | 157.75 | 148.65 | 225.45 | 228.10 | ||||||||||||||||||||
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The Audit Committee of the Board of Directors | |
Michael R. Eisenson (Chairman) | |
John Barr | |
Ronald G. Steinhart |
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Deloitte | KPMG | ||||||||||||||||
2004 | 2003 | 2004 | 2003 | ||||||||||||||
Audit Fees | $ | 1,330,000 | $ | 840,000 | $ | 542,000 | $ | 217,000 | |||||||||
Audit Related Fees | $ | 239,000 | $ | 44,000 | $ | 58,000 | $ | 144,000 | |||||||||
Tax Fees | |||||||||||||||||
Tax Compliance | $ | 128,000 | $ | 110,000 | — | — | |||||||||||
Other Tax Fees | $ | 708,000 | $ | 231,000 | — | — | |||||||||||
$ | 836,000 | $ | 341,000 | — | — | ||||||||||||
All Other Fees | $ | 82,000 | $ | 50,000 | $ | 9,000 | — | ||||||||||
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Weighted-average | Number of securities remaining | |||||||||||
Number of securities to | exercise price of | available for future issuance | ||||||||||
be issued upon exercise | outstanding | under equity compensation | ||||||||||
of outstanding options, | options, warrants | plans (excluding securities | ||||||||||
warrants and rights | and rights | reflected in column (A)) | ||||||||||
Plan Category | (A) | (B) | (C) | |||||||||
Equity compensation plans approved by security holders | 942,215 | $ | 16.34 | 1,773,181 | ||||||||
Equity compensation plans not approved by security holders | 400,000 | (1)(2) | $ | 10.00 | 0 | (2) | ||||||
Total | 1,342,215 | 1,773,181 | (2) |
(1) | Consists of options to purchase an aggregate amount of 400,000 shares of common stock granted to Roger S. Penske, our Chairman and Chief Executive Officer (at an exercise price of $10.00 per share). |
(2) | Does not include shares eligible to be issued under the Non-Employee Director Compensation Plan, under which plan directors may receive shares of common stock in lieu of their cash annual retainer fee. See “Compensation of Directors” for a summary of the material features of this plan. |
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FOLD AND DETACH HERE
PROXY SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS OF
UNITED AUTO GROUP, INC.
The undersigned hereby revokes all prior proxies and appoints Roger S. Penske, Robert H. Kurnick, Jr., and Shane M. Spradlin and each of them, as proxies with full power of substitution, to vote on behalf of the undersigned the same number of shares of Voting Common Stock, par value $0.0001 per share, of United Auto Group, Inc. which the undersigned is then entitled to vote, at the Annual Meeting of Stockholders to be held on Thursday, April 14, 2005 at 8:30 a.m., Eastern Daylight Time, at United Auto Group, Inc., 2555 Telegraph Rd., Bloomfield Hills, MI 48302, and at any postponements or adjournments thereof, on any matter properly coming before the meeting, and specifically the matters described on the reverse side hereof:
THE PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, IT WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED HEREIN AND ACCORDING TO THE DISCRETION OF THE PROXY HOLDERS ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY POSTPONEMENTS OR ADJOURNMENTS THEREOF. THE PROPOSALS HEREIN ARE PROPOSED BY THE BOARD OF DIRECTORS.
SEE REVERSE SIDE | CONTINUED AND TO BE SIGNED ON REVERSE SIDE | SEE REVERSE SIDE |
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UNITED AUTO GROUP
C/O EQUISERVE TRUST COMPANY, N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694
DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL
UAG
Please mark | ||
[X] | votes as in | |
this example |
1. | Election of Directors to serve until 2006: | |
Nominees: | ||
(01) John Barr | ||
(02) Michael Eisenson | ||
(03) James Hislop | ||
(04) Hiroshi Ishikawa | ||
(05) William Lovejoy | ||
(06) Kimberly McWaters | ||
(07) Eustace Mita | ||
(08) Lucio Noto | ||
(09) Roger Penske | ||
(10) Richard Peters | ||
(11) Ronald Steinhart | ||
(12) Brian Thompson |
FOR | WITHHOLD | |
o | o |
o | |
2. | To transact such other business as may properly come before the meeting |
MARK HERE FOR ADDRESS CHANGE/COMMENTS AND NOTE ON REVERSE | o | MARK HERE IF YOU PLAN TO ATTEND THE MEETING | o |
Please sign this proxy exactly as name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney, administrator, trustee or guardian, please give full title as such.
Signature: | | Date: | |