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 23, 2015 (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))

 

 
 
 

 

Item 5.07     Submission of Matters to a Vote of Security Holders

 

On April 23, 2015, the Company held the Annual Meeting 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

 

Class of Stock

For

Withhold

Broker Non-Votes

Class A Common

18,655,432

1,189,000

1,938,414

Class B Common

2,562,231

    

 

Thomas R. Becker

 

Class of Stock

For

Withheld

Broker Non-Votes

Class A Common

19,058,743

785,689

1,938,414

Class B Common

2,562,231

    

 

Bryan B. DeBoer

 

Class of Stock

For

Withheld

Broker Non-Votes

Class A Common

19,320,286

524,146

1,938,414

Class B Common

2,562,231

    

 

Susan O. Cain

 

Class of Stock

For

Withheld

Broker Non-Votes

Class A Common

19,105,538

738,894

1,938,414

Class B Common

2,562,231

    

 

William J. Young

 

Class of Stock

For

Withheld

Broker Non-Votes

Class A Common

19,098,538

745,894

1,938,414

Class B Common

2,562,231

    

 

 
 
 

 

Shau-wai Lam

 

Class of Stock

For

Withheld

Broker Non-Votes

Class A Common

18,782,223

1,062,209

1,938,414

Class B Common

2,562,231

    

 

Kenneth E. Roberts

 

Class of Stock

For

Withheld

Broker Non-Votes

Class A Common

19,211,159

633,273

1,938,414

Class B Common

2,562,231

    

 

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.

 

Class of Stock

For

Against

Abstain

Broker Non-Votes

Class A Common

19,668,125

140,300

36,007

1,938,414

Class B Common

2,562,231

      

 

3.     To Ratify the selection of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the year ending December 31, 2015.

 

Class of Stock

For

Against

Abstain

Broker Non-Votes

Class A Common

21,335,768

410,734

36,344

  

Class B Common

2,562,231

      

 

 
 
 

 

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 23, 2015      

 

 

 

 

 

By:

/s/ Christopher S. Holzshu

 

 

 

Christopher S. Holzshu

 

 

 

SVP, CFO and Secretary