UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.)

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Filed by a Party other than the Registrant ◻

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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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)

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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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.

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For complete information and to vote, visit www.ProxyVote.com

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Smartphone users

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Vote Virtually at the Meeting*

May 12, 2021
9:00 a.m., Eastern Daylight Time

Virtually at:

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www.virtualshareholdermeeting.com/PAG2021

THIS IS NOT A VOTABLE BALLOT

This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters.

Voting Items

Board
Recommends

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1. Election of Directors:

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1a. John D. Barr

For

1b. Lisa Davis

For

1c. Wolfgang Dürheimer

For

1d. Michael R. Eisenson

For

1e. Robert H. Kurnick, Jr.

For

1f. Kimberly J. McWaters

For

1g. Greg Penske

For

1h. Roger S. Penske

For

1i. Sandra E. Pierce

For

1j. Greg C. Smith

For

1k. Ronald G. Steinhart

For

1l. H. Brian Thompson

For

1m.Masashi Yamanaka

For

2. Ratification of the selection of Deloitte & Touche LLP as the Company’s independent auditing firm for the year ending December 31, 2021.

For

3. Approval, by non-binding vote, of executive compensation.

For

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Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”.

For complete information and to vote, visit www.ProxyVote.com

Control #

​

Smartphone users

Point your camera here and
vote without entering a
control number

Vote Virtually at the Meeting*

May 12, 2021
9:00 a.m., Eastern Daylight Time

Virtually at:

​

www.virtualshareholdermeeting.com/PAG2021

THIS IS NOT A VOTABLE BALLOT

This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters.

Voting Items

Board
Recommends

​

​

​

1. Election of Directors:

​

1a. John D. Barr

For

1b. Lisa Davis

For

1c. Wolfgang Dürheimer

For

1d. Michael R. Eisenson

For

1e. Robert H. Kurnick, Jr.

For

1f. Kimberly J. McWaters

For

1g. Greg Penske

For

1h. Roger S. Penske

For

1i. Sandra E. Pierce

For

1j. Greg C. Smith

For

1k. Ronald G. Steinhart

For

1l. H. Brian Thompson

For

1m.Masashi Yamanaka

For

2. Ratification of the selection of Deloitte & Touche LLP as the Company’s independent auditing firm for the year ending December 31, 2021.

For

3. Approval, by non-binding vote, of executive compensation.

For

NOTE: Transacting any other business that may properly come before the meeting.

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