Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 5.02(b) Resignation of Principal Financial Officer
On May 12, 2021, J.D. Carlson submitted his voluntary resignation as our
Executive Vice President and Chief Financial Officer effective June 1, 2021, as
discussed more fully in the press release incorporated herein and attached
hereto as Exhibit 99.1. In connection with Mr. Carlson's resignation, and, in
light of his 15 years of meritorious service, we have agreed to vest his
remaining 29,022 shares of restricted stock which would have otherwise vested in
years 2022-2025.
Item 5.02(c) Appointment of Principal Financial Officer and Principal Accounting
Officer
On May 12, 2021, Michelle (Shelley) Hulgrave, our Senior Vice President and
Corporate Controller, was promoted to the position of Executive Vice President
and Chief Financial Officer, and she will be our and principal financial officer
and principal accounting officer, each effective June 1, 2021. Ms. Hulgrave, 42,
has served as our Senior Vice President since February 2020 and our Corporate
Controller since June 2015. She has also served as our Corporate Accounting
Manager beginning in October 2006 coordinating the Company's accounting teams in
the United States, Europe and Australia. Prior to joining us, Ms. Hulgrave held
various positions for DaimlerChrysler Financial and Ernst & Young. In connection
with her appointment, Ms. Hulgrave's salary was increased to $500,000.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Our 2021 Annual Meeting of Stockholders was held on May 12, 2021. At the Annual
Meeting, all measures were approved in accordance with the shareholder voting
results noted below.
Proposal 1
The thirteen director nominees named in our proxy statement were elected, each
for a term expiring at the next Annual Meeting of Stockholders or until their
successors are duly elected and qualified, based upon the following votes:
NOMINEE FOR WITHHELD NON-VOTES
John Barr 63,156,700 11,903,826 2,838,847
Lisa Davis 74,454,977 605,549 2,838,847
Wolfgang Dürheimer 74,849,322 211,204 2,838,847
Michael Eisenson 73,740,658 1,319,868 2,838,847
Robert Kurnick, Jr. 73,492,071 1,568,455 2,838,847
Kimberly McWaters 63,004,715 12,055,811 2,838,847
Greg Penske 73,855,037 1,205,489 2,838,847
Roger Penske 73,928,585 1,131,941 2,838,847
Sandra Pierce 74,089,205 971,321 2,838,847
Greg Smith 62,637,773 12,422,753 2,838,847
Ronald Steinhart 63,160,222 11,900,304 2,838,847
Brian Thompson 73,206,891 1,853,635 2,838,847
Masashi Yamanaka 73,486,790 1,573,736 2,838,847
Proposal 2
The proposal to ratify the selection of Deloitte & Touche LLP as our independent
registered public accounting firm for 2021 was approved based upon the following
votes:
FOR AGAINST ABSTAIN
77,269,378 619,146 10,849
Proposal 3
The proposal to approve, on an advisory basis, our executive compensation was
approved based upon the following votes:
FOR AGAINST ABSTAIN BROKER NON-VOTES
74,258,684 709,223 92,619 2,838,847
Item 8.01 Other Events.
On May 12, 2021, we announced that our Board of Directors has declared a
quarterly dividend in the amount of $0.44 per share payable on June 2, 2021 to
shareholders of record as of May 24, 2021, as discussed more fully in the press
release incorporated herein and attached hereto as Exhibit 99.2.
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