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DEF 14A
PENSKE AUTOMOTIVE GROUP, INC. filed this Form DEF 14A on 03/16/2017
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Proposal 4 — Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation

As described in Proposal No. 3 above, our stockholders are being provided the opportunity to cast an advisory vote on our executive compensation program. The advisory vote on executive compensation described in Proposal No. 3 above is referred to as a "Say-on-Pay" vote. As required under Section 14A of the Securities Exchange Act, this Proposal No. 4 affords you the opportunity to cast a non-binding advisory vote on how often we should include a Say-on-Pay vote in our proxy materials in the future. Under this Proposal No. 4, stockholders may vote to have the Say-on-Pay vote every year, every two years or every three years. The next advisory vote regarding this proposal will occur at the 2023 annual stockholders meeting.

We believe that Say-on-Pay votes should be conducted every year so that stockholders may annually express their views on our executive compensation program. Our Compensation and Management Development Committee, which administers our executive compensation program, values the opinions expressed by stockholders in these votes, and even though they are non-binding, will continue to consider the outcome of these votes in making its decisions on executive compensation.

THE BOARD OF DIRECTORS BELIEVES AN ADVISORY VOTE ON OUR EXECUTIVE OFFICER COMPENSATION SHOULD OCCUR ANNUALLY AND RECOMMENDS A VOTE FOR THE FOLLOWING RESOLUTION:

"RESOLVED, that future annual stockholder advisory votes regarding the compensation paid to the Company's named executive officers is APPROVED."

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