Penske Automotive Group, Inc. (Form: 8-K)  

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):   October 23, 2013

Penske Automotive Group, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 1-12297 22-3086739
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
2555 Telegraph Road, Bloomfield Hills, Michigan   48302
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   248-648-2500

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 23, 2013, the Board approved an amendment and restatement of the Company's By-Laws (as amended and restated, the "Amended and Restated By-Laws") effective immediately principally to facilitate electronic voting by our directors and electronic delivery of meeting notices. The descriptions of the amendments to the By-Laws contained in this report are qualified in their entirety by reference to the full text of the Amended and Restated By-Laws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.





Item 8.01 Other Events.

On October 23, 2013, we announced that our Board of Directors has approved a quarterly dividend in the amount of $0.17 per share payable December 2, 2013 to shareholders of record as of November 11, 2013, as discussed more fully in the press release incorporated herein and attached hereto as Exhibit 99.1.





Item 9.01 Financial Statements and Exhibits.

Exhibit 3.1 - Amended and Restated By-Laws of Penske Automotive Group, Inc.
Exhibit 99.1 - Press Release.





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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    Penske Automotive Group, Inc.
          
October 23, 2013   By:   /s/ Shane M. Spradlin
       
        Name: Shane M. Spradlin
        Title: Executive Vice President

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Exhibit Index


     
Exhibit No.   Description
 
3.1
  Amended and Restated Bylaws of Penske Automotive Group, Inc.
99.1
  Press Release