Lithia Motors (LAD) 8-K Submission of Matters to a Vote of Security Holders

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