UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: April 22, 2016 (Date of earliest event reported)
LITHIA MOTORS, INC.
(Exact name of registrant as specified in its charter)
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State of Oregon |
001-14733 |
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93-0572810 | |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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150 N. Bartlett St |
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Medford, OR 97501 |
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(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))
Item 5.07 Submission of Matters to a Vote of Security Holders
On April 22, 2016, the Company held its Annual Meeting of Shareholders with shareholders voting on the three matters described below. With respect to all matters, each share of Class B common stock has 10 votes. Each of the proposals received the requisite vote for approval.
1. To elect the following directors to serve for the ensuing year:
Sidney B. DeBoer
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Class of Stock |
For |
Withhold |
Broker Non-Votes |
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Class A Common |
18,863,246 |
1,125,503 |
1,999,998 |
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Class B Common |
2,542,231 |
0 |
0 |
Thomas R. Becker
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Class of Stock |
For |
Withheld |
Broker Non-Votes |
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Class A Common |
19,285,331 |
703,418 |
1,999,998 |
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Class B Common |
2,542,231 |
0 |
0 |
Bryan B. DeBoer
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Class of Stock |
For |
Withheld |
Broker Non-Votes |
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Class A Common |
19,210,983 |
777,766 |
1,999,998 |
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Class B Common |
2,542,231 |
0 |
0 |
Susan O. Cain
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Class of Stock |
For |
Withheld |
Broker Non-Votes |
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Class A Common |
19,411,154 |
577,595 |
1,999,998 |
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Class B Common |
2,542,231 |
0 |
0 |
David J. Robino
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Class of Stock |
For |
Withheld |
Broker Non-Votes |
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Class A Common |
19,576,511 |
412,238 |
1,999,998 |
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Class B Common |
2,542,231 |
0 |
0 |
Shau-wai Lam
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Class of Stock |
For |
Withheld |
Broker Non-Votes |
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Class A Common |
18,851,017 |
1,137,732 |
1,999,998 |
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Class B Common |
2,542,231 |
0 |
0 |
Kenneth E. Roberts
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Class of Stock |
For |
Withheld |
Broker Non-Votes |
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Class A Common |
19,425,473 |
563,276 |
1,999,998 |
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Class B Common |
2,542,231 |
0 |
0 |
2. To cast an advisory vote on the compensation of the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K.
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Class of Stock |
For |
Against |
Abstain |
Broker Non-Votes |
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Class A Common |
19,657,690 |
53,414 |
277,645 |
1,999,998 |
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Class B Common |
2,542,231 |
0 |
0 |
0 |
3. To ratify the selection of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the year ending December 31, 2016.
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Class of Stock |
For |
Against |
Abstain |
Broker Non-Votes |
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Class A Common |
21,475,974 |
154,621 |
358,152 |
0 |
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Class B Common |
2,542,231 |
0 |
0 |
0 |
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.
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LITHIA MOTORS, INC. |
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Dated: April 27, 2016 |
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By: |
/s/ Christopher S. Holzshu |
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Christopher S. Holzshu |
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SVP, CFO and Secretary |
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