Table of Contents
Location of Corporate Governance Documents. Our corporate governance guidelines and the other documents referenced in this section are posted on our website,
www.penskeautomotive.com, under the tab
"Corporate Governance." We have also adopted a Code of Business Conduct and Ethics that applies to all of our employees and directors. We intend to disclose waivers, if any, for our executive officers
or directors from the code, and changes to the code, on our website.
Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers, directors
and persons who beneficially own more than 10% of our stock
to file reports of ownership with the SEC. Our employees prepare these reports using information obtained from them and our records. We believe all Section 16(a) reports were timely filed in
Stockholder Nominations and Proposals for 2017. We must receive any proposals submitted pursuant to Rule 14(a)-8 of the SEC proxy rules intended to be
presented to stockholders at our 2018 annual meeting
of stockholders at our principal executive offices at 2555 Telegraph Road, Bloomfield Hills, Michigan 48302 for inclusion in the proxy statement by November 14, 2017. These proposals must also
meet other requirements of the rules of the SEC relating to stockholder proposals. Stockholders who intend to present an item of business at the annual meeting of stockholders in 2018 (other than a
proposal submitted for inclusion in our proxy statement) must follow the procedures set forth in our bylaws and provide us notice of the business no later than February 9, 2018.
Proposal 2 Ratification of the Selection of our Independent Auditors
Audit Committee has selected Deloitte & Touche LLP, the member firm of Deloitte Touche Tohmatsu Limited, and their respective affiliates (collectively referred to as "Deloitte") as
our principal independent auditing firm for 2017. In performing its services for 2017, we anticipate Deloitte will not audit our U.K. subsidiaries and their opinions, insofar as they relate to those
operations, will be based solely on the report of the independent auditor of those operations, KPMG LLP ("KPMG"). We refer to Deloitte and KPMG collectively as our independent auditing firms.
have determined to submit the selection of auditors to stockholder ratification, even though it is not required by our governing documents or Delaware law. If the selection of Deloitte as our
independent auditors is not ratified by our stockholders, our Audit Committee will re-evaluate its selection, taking into consideration the stockholder vote on the ratification and the advisability of
selecting new auditors prior to completion of the 2017 audit.
Audit Committee is solely responsible for selecting, engaging and terminating our independent auditing firms, and may do so at any time at its discretion. It is anticipated that a representative
of Deloitte will be present at the annual meeting with the opportunity to make a statement and to answer appropriate questions.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITORS