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    Lithia Motors Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

    4/24/25 7:07:46 PM ET
    $LAD
    Retail-Auto Dealers and Gas Stations
    Consumer Discretionary
    Get the next $LAD alert in real time by email
    lad-20250424
    LITHIA MOTORS INC0001023128false00010231282025-04-242025-04-24

    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 24, 2025
    Date of Report (date of earliest event reported)

    LITHIA MOTORS, INC.
    (Exact name of registrant as specified in its charter)
    Oregon001-1473393-0572810
    (State or other jurisdiction of incorporation or organization)(Commission File Number) (I.R.S. Employer Identification No.)
       
    150 N. Bartlett StreetMedfordOregon97501
    (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 classTrading Symbol(s)Name of each exchange on which registered
    Common stock without par valueLADThe 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 24, 2025, Lithia Motors, Inc. (the “Company”) held its 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”). The shareholders of the Company voted on the five 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
    DIRECTORFORAGAINSTABSTAINBROKER NON-VOTES
    Sidney B. DeBoer22,478,622796,64230,6441,331,159
    Bryan B. DeBoer23,241,71154,6019,5961,331,159
    James E. Lentz23,031,696264,5579,6551,331,159
    Stacy C. Loretz-Congdon22,787,502502,73215,6741,331,159
    Shauna F. McIntyre22,116,2841,174,06915,5551,331,159
    Cassandra F. McKinney23,048,326247,9659,6171,331,159
    Louis P. Miramontes19,473,7773,795,69636,4351,331,159

    Proposal 2: Advisory vote to approve the compensation of the Company's named executive officers
    FORAGAINSTABSTAINBROKER NON-VOTES
    19,642,5513,649,97113,3861,331,159

    Proposal 3: Ratification of Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2025
    FORAGAINSTABSTAINBROKER NON-VOTES
    23,603,5091,021,87811,680—

    Proposal 4: Approval of the Company's 2013 Stock Incentive Plan as amended to increase the number of shares authorized for issuance by 1,160,000 shares
    FORAGAINSTABSTAINBROKER NON-VOTES
    22,223,4061,068,65413,8481,331,159

    Proposal 5: Vote on a shareholder proposal requesting shareholder approval of certain executive severance arrangements, if properly presented
    FORAGAINSTABSTAINBROKER NON-VOTES
    7,624,38615,667,01714,5051,331,159

    Item 9.01 Financial Statements and Exhibits

    (d) Exhibits
        
    Exhibit No.Description
    104Cover 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, 2025LITHIA MOTORS, INC.
    By:/s/ Tina Miller
    Tina Miller
    Chief Financial Officer, Senior Vice President and Principal Accounting Officer


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