lad20170420_8k.htm

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

 

 

Date of Report: April 19, 2017 (Date of earliest event reported)

 

LITHIA MOTORS, INC.

 

(Exact name of registrant as specified in its charter)

 

 

 

State of Oregon

001-14733

93-0572810

(State or other jurisdiction of

(Commission

(I.R.S. Employer

incorporation)

File Number)

Identification No.)

 

 

150 N. Bartlett St

Medford, OR 97501

(Address of principal executive offices)

 

(541) 776-6401

(Registrant's telephone number, including area code)

 

 

Not Applicable

(Former name, former address and former fiscal year, 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:

 

[   ]  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))

 

 

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 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 Company’s named executive officers, as disclosed pursuant 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 Company’s 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 Company’s 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

0

Class B Common

12,622,310

     

  

 
 

 

 

On April 19, 2017, the Company’s 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 Company’s named executive officers. The Company’s 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 Company’s named executive officers every one year.

 

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.

 

 

LITHIA MOTORS, INC.

 

     

Dated: April 20, 2017

 

 

 

 

 

 

 

 

By:

/s/ John F. North III

 

 

 

John F. North III

 

 

 

Senior Vice President and Chief Financial Officer