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LITHIA MOTORS INC0001023128false00010231282024-04-232024-04-23

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

April 23, 2024
Date of Report (date of earliest event reported)

LITHIA MOTORS, INC.
(Exact name of registrant as specified in its charter)
Oregon 001-14733 93-0572810
(State or other jurisdiction of incorporation or organization) (Commission File Number)  (I.R.S. Employer Identification No.)
     
150 N. Bartlett Street Medford Oregon 97501
(Address of principal executive offices) (Zip Code)
(541) 776-6401
Registrant's telephone number, including area code

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 (see General Instruction A.2. below):

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock without par value LAD The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.07 Submission of Matters to a Vote of Security Holders

On April 23, 2024, Lithia Motors, Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”). The shareholders of the Company voted on the three matters described below. With respect to all matters, each share of Common Stock is entitled to one vote.

The Company’s inspector of election certified the following voting results:

Proposal 1: Election of Directors
DIRECTOR FOR AGAINST ABSTAIN BROKER NON-VOTES
Sidney B. DeBoer 23,985,189 790,775 15,751 1,808,054
Bryan B. DeBoer 24,763,968 16,706 11,041 1,808,054
James E. Lentz 24,672,853 107,830 11,032 1,808,054
Stacy C. Loretz-Congdon 24,553,144 226,868 11,703 1,808,054
Shauna F. McIntyre 24,672,430 108,323 10,962 1,808,054
Louis P. Miramontes 23,198,492 1,559,683 33,540 1,808,054
David J. Robino 21,560,871 3,219,471 11,373 1,808,054

Proposal 2: Approval by Advisory Vote, of Executive Compensation
FOR AGAINST ABSTAIN BROKER NON-VOTES
20,092,168 4,682,769 16,778 1,808,054

Proposal 3: Ratification of Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2024
FOR AGAINST ABSTAIN BROKER NON-VOTES
24,432,893 2,152,066 14,810 —

Item 9.01 Financial Statements and Exhibits

(d) Exhibits
    
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURE

      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.
Dated: April 24, 2024 LITHIA MOTORS, INC.
By: /s/ Tina Miller
Tina Miller
Chief Financial Officer, Senior Vice President and Principal Accounting Officer