Penske Automotive Group (PAG) Proxy Filing summary

Executive summary

• Achieved over $30 billion in revenue for 2024, a 3% increase, with 491,000+ vehicles delivered and $1.24 billion in earnings before taxes.

• Completed acquisitions adding $2.1 billion in expected annualized revenue and increased quarterly dividends by 51%.

• Maintained a strong balance sheet with a debt to capitalization ratio below 30%.

• Annual meeting scheduled for May 14, 2025, to be held virtually.

Voting matters and shareholder proposals

• Election of thirteen directors to serve until the next annual meeting.

• Ratification of Deloitte & Touche LLP as independent auditor for 2025.

• Advisory vote on named executive officer compensation.

Board of directors and corporate governance

• Board consists of thirteen nominees with diverse backgrounds in automotive, finance, and leadership.

• Four standing committees: Audit, Compensation and Management Development, Nominating and Corporate Governance, and Executive.

• Majority of directors are independent; all committee members meet NYSE independence standards.

• Lead Independent Director coordinates activities of outside directors.

• Board and committees attended 98% of meetings in 2024.