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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