They had until 1pm today to vote on the deal.
As the deadline passed Pendragon had received acceptances representing a total of 7,417,158 Lookers shares - or approximately 21 per cent of Lookers’ issued share capital.
Pendragon needed acceptances representing 50.1 per cent of shares to succeed in its hostile takeover.
Sir Nigel Rudd, Pendragon chairman, said: "We are naturally disappointed at this outcome as we remain of the view that the offer was compelling and represented a full and fair price for Lookers' shares.
"Pendragon has many other opportunities to build on its existing position as the number one motor retail group in the UK and we look forward to continuing our strong growth record and creating value for shareholders through our industry leading business model and strategy."
Ken Surgenor, Lookers' chief executive, said: "Shareholders have recognised the growth potential of Lookers and rejected Pendragon’s offer. We appreciate their support. Lookers is a people business and I would like to thank all of my colleagues for their hard work and commitment during a period of uncertainty. We can now fully focus on delivering continued out-performance in what is a very dynamic sector."