lad-20260430
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 30, 2026
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 30, 2026, Lithia Motors, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”). The shareholders of the Company voted on the four 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 | 20,535,705 | 359,509 | 11,054 | 1,455,270 | ||||||||||
| Bryan B. DeBoer | 20,875,060 | 22,840 | 8,368 | 1,455,270 | ||||||||||
| Richard J. Bailey, Jr. | 20,873,706 | 24,113 | 8,449 | 1,455,270 | ||||||||||
| Priya C. Huskins | 20,741,577 | 157,409 | 7,282 | 1,455,270 | ||||||||||
| James E. Lentz | 19,512,901 | 1,385,560 | 7,807 | 1,455,270 | ||||||||||
| Stacy C. Loretz-Congdon | 20,695,982 | 202,416 | 7,870 | 1,455,270 | ||||||||||
| Shauna F. McIntyre | 19,342,881 | 1,551,125 | 12,262 | 1,455,270 | ||||||||||
| Cassandra F. McKinney | 19,517,071 | 1,381,828 | 7,369 | 1,455,270 | ||||||||||
| Louis P. Miramontes | 19,486,115 | 1,407,214 | 12,939 | 1,455,270 | ||||||||||
| Heidi L. O'Neill | 20,873,494 | 24,430 | 8,334 | 1,455,270 | ||||||||||
Proposal 2: Advisory vote to approve the compensation of the Company's named executive officers
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 17,305,726 | 3,590,110 | 10,432 | 1,455,270 | ||||||||
Proposal 3: Ratification of Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2026
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 21,635,870 | 716,654 | 9,014 | — | ||||||||
Proposal 4: Shareholder proposal requesting a change to our board leadership structure, if properly presented.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 4,227,366 | 16,647,183 | 31,719 | 1,455,270 | ||||||||
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: | May 1, 2026 | LITHIA MOTORS, INC. | |||||||||
| By: | /s/ Tina Miller | ||||||||||
| Tina Miller | |||||||||||
| Chief Financial Officer, Senior Vice President and Principal Accounting Officer | |||||||||||