UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of Earliest Event Reported): | May 9, 2012 |
Penske Automotive Group, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
| Delaware | 1-12297 | 22-3086739 |
| _____________________ (State or other jurisdiction | _____________ (Commission | ______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 2555 Telegraph Road, Bloomfield Hills, Michigan | 48302 | |
| _________________________________ (Address of principal executive offices) | ___________ (Zip Code) |
| Registrant’s telephone number, including area code: | 248-648-2500 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07
Our 2012 Annual Meeting of Stockholders was held on May 9, 2012. At the Annual Meeting, the stockholders cast their votes as set forth below.
Proposal 1
The eleven director nominees named in our proxy statement were elected, each for a term expiring at the next Annual Meeting of Stockholders or until their successors are duly elected and qualified, based upon the following votes:
| NOMINEE | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||||
John D. Barr | 79,871,220 | 294,816 | 3,148,795 | |||||||||||||
Michael R. Eisenson | 79,252,883 | 913,153 | 3,148,795 | |||||||||||||
Robert H. Kurnick, Jr. | 78,474,535 | 1,691,501 | 3,148,795 | |||||||||||||
William J. Lovejoy | 79,868,621 | 297,415 | 3,148,795 | |||||||||||||
Kimberly J. McWaters | 76,662,199 | 3,503,837 | 3,148,795 | |||||||||||||
Yoshimi Namba | 78,462,759 | 1,703,277 | 3,148,795 | |||||||||||||
Lucio A. Noto | 69,597,200 | 10,568,836 | 3,148,795 | |||||||||||||
Roger S. Penske | 78,860,408 | 1,305,628 | 3,148,795 | |||||||||||||
Richard J. Peters | 78,464,712 | 1,701,324 | 3,148,795 | |||||||||||||
Ronald G. Steinhart | 79,663,521 | 502,515 | 3,148,795 | |||||||||||||
H. Brian Thompson | 77,388,232 | 2,777,804 | 3,148,795 | |||||||||||||
Proposal 2
The proposal to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2012 was approved based upon the following votes:
| FOR | WITHHELD | ABSTAIN | BROKER NON-VOTES | |||||||
| 83,168,421 | 134,462 | 11,948 | ||||||||
Proposal 3
The proposal to approve, on an advisory basis, our executive compensation was approved based upon the following votes:
| FOR | WITHHELD | ABSTAIN | BROKER NON-VOTES | |||||||||
| 78,139,280 | 466,464 | 1,560,292 | 3,148,795 | |||||||||
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. | ||||
| May 9, 2012 | By: | Shane M. Spradlin | ||
| Name: Shane M. Spradlin | ||||
| Title: Executive Vice President | ||||