Penske Automotive Group (PAG) Proxy filing summary

Executive summary

• Delivered over 485,000 vehicles and nearly 19,000 commercial trucks, generating $31.8 billion in revenue for 2025.

• Achieved $1.3 billion in earnings before taxes, $938 million in net income, and $14.13 earnings per share.

• Completed acquisitions and expansions representing $1.6 billion in expected annualized revenue, including U.S. and Italy.

• Increased quarterly cash dividends and repurchased 1.2 million shares for $182 million.

• Published an updated Sustainability and Performance Report outlining ESG strategies and performance.

Voting matters and shareholder proposals

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

• Ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Advisory vote on named executive officer compensation.

Board of directors and corporate governance

• Board consists of twelve 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 and all committee members are independent per NYSE and company guidelines.

• Lead Independent Director coordinates activities of outside directors.

• Stockholder proposals for director nominations must meet specific requirements and deadlines.