Lithia Motors Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect the ten director nominees named in the proxy statement to serve until the next annual meeting.

2. 2

   Advisory vote to approve named executive officer compensation

   ManagementBoard: FOR

   An advisory (non-binding) vote to approve the compensation of the named executive officers as disclosed in the proxy statement (say-on-pay).

   More detail

   This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation paid to the named executive officers as disclosed in the proxy statement. Management seeks shareholder endorsement to validate its pay-for-performance program, which emphasizes relative financial metrics, PSUs with multi-year performance periods, and strong governance features. The Compensation Committee reports substantial at-risk compensation levels for executives and notes investor engagement informing program adjustments. The Board recommends a vote for, citing alignment with shareholder interests, rigorous goal setting, clawbacks, and stock ownership guidelines. As an advisory vote, results will be considered by the Committee and Board for future compensation decisions but will not be binding.

3. 3

   Ratification of appointment of independent registered public accounting firm

   ManagementBoard: FOR

   Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.

4. 4

   Shareholder proposal requesting that our Board of Directors Appoint an Independent Board Chair

   Shareholder — John CheveddenBoard: AGAINST

   Shareholder proposal requesting the Board adopt a policy requiring separate individuals to serve as Chair and CEO and that the Chair be an independent director.

   More detail

   The shareholder proposal, submitted by John Chevedden, requests that the Board adopt a policy requiring the Chair be an independent director and that the roles of Chair and CEO be held by separate individuals, arguing this will improve governance, oversight, and shareholder confidence. The proponent cites company performance metrics, reputational incidents, and customer complaints as rationale. Management opposes the proposal, arguing the Company already separates Chair and CEO, values flexibility in leadership selection, and relies on a strong Lead Independent Director and other governance measures to provide oversight. The Board further contends that a rigid requirement could deprive it of flexibility to select the most suitable Chair and that current governance practices and recent company performance demonstrate the adequacy of their leadership structure.

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When is the Lithia Motors Inc 2026 annual meeting?

Lithia Motors Inc (LAD) holds its 2026 annual shareholder meeting on Thursday, April 30, 2026.

What is the record date for the Lithia Motors Inc 2026 meeting?

The record date for the Lithia Motors Inc 2026 meeting is Friday, February 27, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Lithia Motors Inc's 2026 meeting?

The board is presenting 10 director nominees at the Lithia Motors Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Lithia Motors Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Lithia Motors Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.