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): | October 28, 2010 |
Penske Automotive Group, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
| Delaware | 1-12297 | 22-3086739 |
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_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 2555 Telegraph Road, Bloomfield Hills, Michigan | 48302 | |
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_________________________________ (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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 28, 2010, Hiroshi Ishikawa resigned from our Board of Directors. Mr. Ishikawa will continue with the Company in his role as Executive Vice President- International Business Development. On October 28, 2010, the Board of Directors filled the vacancy created by Mr. Ishikawa’s resignation by appointing Yoshimi Namba as a director, as more fully discussed in the press release incorporated herein and attached hereto as Exhibit 99.1.
Mr. Namba has spent the last twenty-two years of his career with Mitsui & Co. in various capacities. In connection with a sale of shares of our common stock to Mitsui in March 2004, we agreed to grant Mitsui the right to have an appointee designated as a senior vice president of Penske Automotive, as long as it owns at least 10% of our outstanding common stock. Mr. Namba has also been appointed as our Senior Vice President — International Business Development.
Summary of Mitsui/Penske Agreements
Entities affiliated with Roger S. Penske, our Chairman of the Board and Chief Executive Officer,
are parties to the stockholders agreement described below. Mr. Penske is also Chairman of the Board
and Chief Executive Officer of Penske Corporation, and, through entities affiliated with Penske
Corporation, our largest stockholder. The parties to the stockholders agreement are Mitsui & Co.,
Ltd., Mitsui & Co, (USA), Inc. (collectively, “Mitsui”), Penske Corporation and Penske Automotive
Holdings Corp. (collectively the “Penske affiliated companies”). Under a stockholders agreement,
the Penske affiliated companies agreed to vote their shares for one director who is a
representative of Mitsui. In turn, Mitsui agreed to vote its shares for up to fourteen directors
voted for by the Penske affiliated companies. In addition, the Penske affiliated companies agreed
that if they transfer any shares of the Company’s common stock, Mitsui would be entitled to “tag
along” by transferring a pro rata amount of its shares upon similar terms and conditions, subject
to certain limitations. This agreement terminates on March 26, 2014, upon the mutual consent of the
parties or when either party no longer owns any of our common stock.
Also, in connection with the sale of shares of our common stock to Mitsui in March 2004, Mitsui and the Penske affiliated companies agreed to certain “standstill” provisions. Until termination of the stockholders agreement discussed below, with some exceptions, the parties have agreed not to acquire or seek to acquire any of our capital stock or assets, enter into or propose business combinations involving us, participate in a proxy contest with respect to us or initiate or propose any stockholder proposals with respect to us. Notwithstanding the prior sentence, the purchase agreement permits (1) any transaction approved by either a majority of disinterested members of our Board of Directors or a majority of our disinterested stockholders, (2) in the case of Mitsui, the acquisition of securities if, after giving effect to such acquisition, its beneficial ownership in us is less than or equal to 49%, (3) in the case of the Penske affiliated companies, the acquisition of securities if, after giving effect to such acquisition, their aggregate beneficial ownership in us is less than or equal to 65%, and (4) the acquisition of securities resulting from equity grants by the Board of Directors to individuals for compensatory purposes.
We have also agreed to grant Mitsui the right to an observer to our Board of Directors as long as it owns at least 2.5% of our outstanding common stock, and the right to have an appointee designated as a senior vice president of Penske Automotive as long as it owns at least 10% of our outstanding common stock. We also agreed not to take any action that would restrict the ability of a stockholder to propose, nominate or vote for any person as a director of us, subject to specified limitations.
Item 9.01 Financial Statements and Exhibits.
Press Release.
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. | ||||
| October 28, 2010 | By: |
Shane M. Spradlin
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| Name: Shane M. Spradlin | ||||
| Title: Executive Vice President | ||||
Exhibit Index
| Exhibit No. | Description | |
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99.1
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Press Release. |