LITHIA MOTORS, INC. (NYSE:LAD) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive Agreement.
At the special meeting of shareholders held on January 21, 2019 (the “Special Meeting”) of Lithia Motors, Inc. (the “Company”), the Company’s shareholders approved an amendment to the transition agreement, dated September 14, 2015, between the Company and Sidney B. DeBoer (the “Transition Agreement”) that will end the annual payments to Mr. DeBoer under the Transition Agreement after 17 years, commencing January 1, 2019, or Mr. DeBoer’s death, whichever occurs first. Following the Special Meeting, the amendment to the Transition Agreement was executed by Mr. DeBoer and the Company in the form submitted to shareholders for their approval. Mr. DeBoer and the Company also executed a Class B Conversion Agreement to which Mr. DeBoer agreed to cause all of the remaining 1,000,000 shares of class B common stock of the Company to be converted into shares of class A common stock of the Company by December 31, 2025. The Class B Conversion Agreement will require the conversion of at least 15% of the 1,000,000 class B shares by the end of every two years, with the first 15% to be converted by December 31, 2020, a total of 30% by December 31, 2022, a total of 45% by December 31, 2024, and the balance by December 31, 2025.
Item 5.07Submission of Matters to a Vote of Security Holders.
On January 21, 2019, the Company held the Special Meeting. The shareholders of the Company voted on the two matters described below, and the results of the votes are below. With respect to all matters, each share of class B common stock was entitled to 10 votes, and each share of class A common stock was entitled to one vote. Sidney B. DeBoer elected to abstain from voting all of his shares of class A common stock and class B common stock to underscore the level of support of the proposals by disinterested shareholders.
1.To amend the Transition Agreement with Sidney B. DeBoer to include a sunset in the form of a limit on the transition payments.
|
Class of Stock |
For |
Against |
Abstain |
Broker Non-Votes |
|
Class A Common |
20,224,768 |
9,530 |
23,129 |
|
|
Class B Common |
1,000,000 |
|||
|
% of voted |
99.95 |
% |
0.05 |
% |
|
% of outstanding |
62.17 |
% |
0.02 |
% |
2.To adjourn the Special Meeting, if necessary, to solicit additional proxies in the event there are insufficient votes at the time of such adjournment to amend the Transition Agreement with Sidney B. DeBoer.
|
Class of Stock |
For |
Against |
Abstain |
Broker Non-Votes |
|
Class A Common |
19,503,868 |
730,103 |
23,456 |
|
|
Class B Common |
1,000,000 |
|||
|
% of voted |
96.39 |
% |
3.61 |
% |
|
% of outstanding |
59.95 |
% |
2.24 |
% |
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
LITHIA MOTORS INC Exhibit
EX-10.1 2 transitionagreementamendme.htm EXHIBIT 10.1 Exhibit AMENDMENT TOTRANSITION AGREEMENTThis amendment (“Amendment”) is entered into as of January 22,…
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About LITHIA MOTORS, INC. (NYSE:LAD)
Lithia Motors, Inc. is an operator of automotive franchises and a retailer of new and used vehicles and services. The Company operates in three segments: Domestic, Import and Luxury. Its Domestic segment consists of retail automotive franchises that sell new vehicles of Chrysler, General Motors and Ford. Its Import segment consists of retail automotive franchises that sell new vehicles manufactured primarily by Honda, Toyota, Subaru, Nissan and Volkswagen. Its Luxury segment consists of retail automotive franchises that sell new vehicles of BMW, Mercedes-Benz and Lexus. Its franchises in each segment sell used vehicles, parts and automotive services, and automotive finance and insurance products. Its operations involve the use, handling, storage and contracting for recycling and disposal of materials, such as motor oil and filters, transmission fluids, antifreeze, refrigerants, paints, thinners, batteries, cleaning products, lubricants, degreasing agents, tires and fuel.
