Table of Contents
Compensation and Management Development Committee
- reviews risks inherent in our compensation policies
- reviews the Company's succession planning
Full Board of Directors
- reviews strategic and operational risk in the context of reports from corporate management, regional executives and other officers
receives reports on all significant committee activities at each regular meeting
reviews the risks inherent in any significant Company transactions
Securities Trading Policy/Anti-Hedging. Our securities trading policy applies to all of our directors, officers and employees and restricts trading in our
securities while in possession of material
nonpublic information. The policy prohibits our directors, officers, employees and their designees from engaging in hedging, short sales and other trading techniques that offset any decrease in market
value of our equity securities without the approval of our General Counsel. No such approvals were requested in 2016.
Stock Ownership Guidelines/Pledging. Our stock ownership guidelines, discussed in the CD&A below, require threshold levels of our stock to be held by executive
officers, other senior officers and
directors. These guidelines exclude any shares that are pledged by our directors and officers.
Controlled Company. Under the New York Stock Exchange rules, if a company is "controlled" it need not have a majority of independent directors or solely independent
nominating committees. We are a "controlled company" because more than 50% of the voting power for the election of directors is held by Penske Corporation through its voting agreement with
Mitsui & Co. and their affiliates. These entities are considered a group due to the provisions of the stockholders agreement between these parties described under "Related Party
Transactions." Even though we are a "controlled company," we are fully compliant with the New York Stock Exchange rules for non-controlled companies.
Director Candidates. When considering new candidates for our Board of Directors, the Nominating and Corporate Governance Committee uses the network of contacts of
the Board of
Directors to compile potential candidates, but may also engage, if it deems appropriate, a professional search firm. The committee considers whether the nominee would be independent and meets with
each candidate to discuss and consider his or her qualifications. The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders pursuant to procedures
outlined below. Stockholder proposals for nominees should be addressed to our Corporate Secretary, Penske Automotive Group, 2555 Telegraph Road, Bloomfield Hills, MI 48302. The committee's evaluation
of stockholder-proposed candidates will be the same as for any other candidates.
candidate submissions are to include:
- sufficient biographical information concerning the recommended individual, including age, employment history with employer names and
description of the employer's business
- whether such individual can read and understand basic financial statements
- a list
of board memberships and other affiliations of the nominee
- a written consent of the individual to stand for election and serve if elected by the stockholders
- a statement of any relationships between the person recommended and the person submitting the recommendation
- a statement of any relationships
between the candidate and any automotive retailer, manufacturer or supplier
- proof of ownership by the person submitting the recommendation of at least 500 shares of our common stock for at least one year
received by November 27, 2017, will be considered for nomination at the 2018 annual meeting of stockholders. Recommendations received after November 27, 2017 will be
considered for nomination at the 2019 annual meeting of stockholders.