2020 Proxy Statement

6MAR201422341007 2020 Proxy Statement Annual Meeting of Stockholders The Annual Meeting of Stockholders of Penske Automotive Group, Inc. will be held May 13, 2020 2555 Telegraph Road Bloomfield Hills, Michigan 48302 6MAR201422341007 Dear Fellow Stockholder: At the date of this letter, the Coronavirus continues to impact our daily business. Our focus is to ensure we meet customer needs while doing our part to keep our customers, employees and our communities safe. We have enhanced our cleaning procedures, both for facilities and vehicles, and instructed employees who feel ill to stay home, among other measures. We currently plan to hold the 2020 Annual Meeting open to stockholders as provided in the enclosed proxy. However, we will continue to monitor the current Coronavirus situation closely and will provide notice via a website posting if any changes to the Annual Meeting are necessary. The past year was a remarkable period for our business. Although we faced unprecedented challenges from Brexit, changing vehicle tastes in response to new emissions standards (especially in Europe), industry mobility developments and rapidly-changing technology, the diversification provided by our investments across transportation services drove our business. Overall, I was very pleased with our performance last year. In retail automotive, we celebrated our 20th anniversary since the initial acquisition of the business in 1999. Since then, we have grown Penske Automotive Group organically and through acquisition and 2019 was no exception. Some highlights from the past year include: • Moving up to #136 on the Fortune 500 list • Opening two greenfield used vehicle SuperCenters • The acquisition of Warner Truck Centers, which nearly doubles the size our commercial vehicle business, while making our company the largest Freightliner and Western Star dealer in the United States • Thirty-three of our dealerships were named to the Automotive News Top 100 Dealerships to Work For in the United States. For the second year in a row, a Penske dealership was ranked #1 in the United States • Returning $305 million in capital to our shareholders through dividends and share repurchases Our success is driven by each and every one of our 27,000 employees and their unwavering commitment to customer satisfaction. Their relentless focus on driving repeat and referral business by exceeding the expectations of our customers through best-in-class customer service and the highest level of integrity. We ask that you cast your vote as soon as possible. This will assure your shares are represented at the meeting. We appreciate your continued support, and we hope that you will stay safe and healthy. Sincerely, /s/ Roger S. Penske Roger S. Penske Chair of the Board and Chief Executive Officer Bloomfield Hills, Michigan March 19, 2020 Penske Automotive Group, Inc. Notice of 2020 Annual Meeting of Stockholders Date: May 13, 2020 Time: 8:00 a.m. Eastern Daylight Time Place: 2555 Telegraph Road Bloomfield Hills, Michigan 48302 Record date: March 17, 2020. Only stockholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the Annual Meeting. Items of business: • To elect thirteen directors to serve until the next annual meeting • To approve our 2020 Equity Incentive Plan • To ratify the selection of Deloitte & Touche LLP as our independent auditor for 2020 • To approve, on a non-binding advisory basis, the compensation paid to our named executive officers INTERNET AVAILABILITY OF PROXY MATERIALS We are furnishing proxy materials to our stockholders primarily via the internet. On or about March 27, 2020, we will send our stockholders a notice of internet availability of proxy materials containing instructions on how to access our proxy materials, including our proxy statement and our 2019 annual report to stockholders. The notice of internet availability of proxy materials also instructs you on how to vote via the internet. Other stockholders, in accordance with their prior requests, will receive e-mail notification of how to access our proxy materials and vote via the internet or will be mailed paper copies of our proxy materials and a proxy card or voting instruction form. Internet distribution of our proxy materials is designed to expedite receipt by stockholders, lower the cost of the annual meeting and conserve natural resources. However, if you would prefer to receive paper copies of proxy materials, please follow the instructions included in the notice of internet availability of proxy materials. Our proxy statement, proxy card and 2019 annual report to stockholders are available at www.envisionreports.com/pag. By order of the Board of Directors: /s/ Shane M. Spradlin Shane M. Spradlin Executive Vice President, General Counsel and Secretary Bloomfield Hills, Michigan March 19, 2020 Proxy summary This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider, and you should read the entire Proxy Statement carefully before voting. Annual Meeting of Stockholders Meeting agenda Date: May 13, 2020 Time: 8:00 a.m. Eastern Daylight Time • Election of thirteen directors • Approval of our 2020 Equity Incentive Plan Place: 2555 Telegraph Road • Ratification of Deloitte & Touche LLP as our Bloomfield Hills, Michigan 48302 independent auditor for 2020 Record date: March 17, 2020 • Advisory vote on named executive officer compensation Voting: Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on. Admission to Among other matters, proof of meeting: share ownership will be required to enter the Penske Automotive Annual Meeting — see ‘‘Information about Attending the Meeting’’ on page 46 for details. Access to If you are attending the meeting, company you will have access to the appointed company appointed proxies proxies: Voting Matters and Vote Recommendation Board vote Matter Page Reference recommendation Election of directors For each director nominee Page 4 Approval of our 2020 Equity Incentive Plan For Page 15 Ratification of Deloitte & Touche LLP as our For Page 20 independent auditor for 2020 Advisory vote on named executive officer For Page 23 compensation i Our Director Nominees The following table provides summary information about each director nominee. Each director is elected annually by a majority of votes cast. Name Age Director Occupation Independent Committee Memberships since AC CC NCG EC John D. Barr 72 2002 Retired Chairman ● F Papa Murphy’s Holdings, Inc. Lisa Davis 56 2017 Former Chief Executive Officer Gas and Power and ● MM Managing Board Member Siemens AG Wolfgang Durheimer¨ 61 2018 Retired Chairman and CEO ● M Bentley Motors Ltd. Michael R. Eisenson 64 1993 Founding Partner and Co-Chairman M Charlesbank Capital Partners Robert H. Kurnick, Jr. 58 2006 President, Penske Automotive M Group Kimberly J. McWaters 55 2004 Retired President and CEO, ● FC Universal Technical Institute, Inc. Greg Penske 57 n/a Chairman, and Chief Executive Officer, Penske Motor Group Roger S. Penske 83 1999 Chair and Chief Executive Officer C Penske Automotive Group Sandra E. Pierce 61 2012 Senior Executive Vice President and Chair Huntington Michigan Greg C. Smith 68 2017 Principal, Greg C. Smith LLC and Former Vice Chairman, Ford ● C,F Motor Company Ronald G. Steinhart 79 2001 Retired Chairman and CEO Commercial Banking Group, ● F Bank One Corporation H. Brian Thompson 80 2002 Executive Chairman ● CM M GTT Communications, Inc. Masashi Yamanaka 56 2018 Executive Vice President — Strategic Relationship Management Penske Automotive Group AC Audit Committee C Chair CC Compensation and Management Development Committee F Financial expert NCG Nominating and Corporate Governance Committee M Member EC Executive Committee ii 2020 Equity Incentive Plan In light of the expiration of the Company’s existing 2015 equity incentive plan on May 5, 2020, our stockholders are being asked to approve a new 2020 Equity Incentive Plan. This plan provides up to 5.0 million shares for equity awards and terminates once all awards have been issued under the plan. In the last three years, we have granted a gross amount of 1,237,937 incentive equity awards, which represents an average annual rate of shares issued as compared to shares outstanding of approximately 0.50%. Auditors As a matter of good corporate governance, we ask that our stockholders ratify the selection of Deloitte & Touche LLP as our independent auditor for 2020. Set forth below is summary information with respect to 2019 auditor fees paid to Deloitte & Touche LLP. Audit Fees $3,218,042 Audit Related Fees 149,895 Tax Fees Tax Compliance 141,363 Other Tax Fees 304,268 All Other Fees — Total Fees $3,813,568 Corporate Social Responsibility We recognize we are accountable to key stakeholders and the communities in which we do business. We focus our environmental, social and governance efforts where we can have the most positive impact on our business and society, including issues related to community investment, environmental sustainability, human capital, and investor outreach. Central to our mission are the core values of ethics, integrity, professionalism, teamwork and exceeding the expectations of our customers and employees. Our commitment to corporate social responsibility is driven by these core values as we aim to conduct our business in ways that enrich the communities where we work and live, focus on the environment and safety, provide a workplace that is safe, inclusive and diverse while providing value to our stakeholders. We are committed to responsible business practices iii and continuous improvement of our operations and our relationships with our employees and the communities in which we live and work. Community Environment, Climate Change and Safety We believe that positively involving our We are committed to monitoring and managing employees and giving back to the communities the environmental impact of our businesses, in which we do business is core to our culture.

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