LITHIA MOTORS, INC. (NYSE:LAD) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07Submission of Matters to a Vote of Security Holders
On April 19, 2017, Lithia Motors, Inc. (the Company) held its
annual meeting of shareholders. The shareholders of the Company
voted on the six matters described below, and the results of the
votes are below. With respect to all matters, each share of class
B common stock is entitled to 10 votes, and each share of class A
common stock is entitled to one vote. The results below show the
number of votes and not the number of shares voted. Each of the
non-advisory proposals received the requisite vote for approval.
1. To elect the following directors to serve until the next
annual meeting of the shareholders:
Sidney B. DeBoer
|
Class of Stock |
For |
Withhold |
Broker Non-Votes |
|
Class A Common |
20,975,769 |
638,186 |
1,469,615 |
|
Class B Common |
12,622,310 |
Thomas R. Becker
|
Class of Stock |
For |
Withheld |
Broker Non-Votes |
|
Class A Common |
14,525,458 |
7,088,497 |
1,469,615 |
|
Class B Common |
12,622,310 |
Bryan B. DeBoer
|
Class of Stock |
For |
Withheld |
Broker Non-Votes |
|
Class A Common |
21,480,244 |
133,711 |
1,469,615 |
|
Class B Common |
12,622,310 |
Susan O. Cain
|
Class of Stock |
For |
Withheld |
Broker Non-Votes |
|
Class A Common |
14,606,751 |
7,007,204 |
1,469,615 |
|
Class B Common |
12,622,310 |
David J. Robino
|
Class of Stock |
For |
Withheld |
Broker Non-Votes |
|
Class A Common |
21,196,624 |
417,331 |
1,469,615 |
|
Class B Common |
12,622,310 |
Kenneth E. Roberts
|
Class of Stock |
For |
Withheld |
Broker Non-Votes |
|
Class A Common |
14,112,908 |
7,501,047 |
1,469,615 |
|
Class B Common |
12,622,310 |
2. To approve the adoption of the Performance Bonus Plan, as
amended.
|
Class of Stock |
For |
Against |
Abstain |
Broker Non-Votes |
|
Class A Common |
21, 259,745 |
342,492 |
11,718 |
1,469,615 |
|
Class B Common |
12,622,310 |
3. To approve the performance criteria under 2013 Amended and
Restated Stock Incentive Plan.
|
Class of Stock |
For |
Against |
Abstain |
Broker Non-Votes |
|
Class A Common |
21,094,346 |
509,155 |
10,454 |
1,469,615 |
|
Class B Common |
12,622,310 |
4. To conduct an advisory vote on the compensation of the
Companys named executive officers, as disclosed to Item 402 of
Regulation S-K.
|
Class of Stock |
For |
Against |
Abstain |
Broker Non-Votes |
|
Class A Common |
21,234,880 |
371,300 |
7,775 |
1,469,615 |
|
Class B Common |
12,622,310 |
5. To conduct an advisory vote on the frequency of the advisory
vote on the compensation of the Companys named executive
officers.
|
Class of Stock |
For One Year |
For Two Years |
For Three Years |
Abstain |
Broker Non-Votes |
|
Class A Common |
18,661,139 |
85,204 |
2,860,915 |
6,697 |
1,469,615 |
|
Class B Common |
12,622,310 |
6. To ratify the appointment of KPMG LLP as the Companys
independent registered public accounting firm for the year ending
December 31, 2017.
|
Class of Stock |
For |
Against |
Abstain |
Broker Non-Votes |
|
Class A Common |
22,732,097 |
348,189 |
3,284 |
|
|
Class B Common |
12,622,310 |
On April 19, 2017, the Companys Board of Directors met and
discussed the results of proposal number five, above:
the advisory vote on the frequency of the advisory vote on the
compensation of the Companys named executive officers. The
Companys Board of Directors determined that the Company shall,
until the next required vote on the frequency of shareholder
votes on the compensation of executive, hold the advisory vote on
the compensation of the Companys named executive officers every
one year.
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. LITHIA MOTORS, INC. (NYSE:LAD) Recent Trading Information
LITHIA MOTORS, INC. (NYSE:LAD) closed its last trading session down -0.24 at 93.24 with 1,135,867 shares trading hands.
