- Current report filing (8-K)
May 03 2011 - 1:23PM
Edgar (US Regulatory)
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
and Exchange Act of 1934
Date of Report: April 27, 2011
(Date of earliest event reported)
Lithia Motors, Inc.
(Exact Name of Registrant as Specified in Its
Charter)
Oregon
(State or Other Jurisdiction of
Incorporation or Organization)
|
0-21789
(Commission File
Number)
|
93 - 0572810
(IRS Employer
Identification No.)
|
360 E. Jackson Street
Medford, Oregon 97501
(address of Principal Executive
Offices) (Zip Code)
|
541-776-6868
Registrant's Telephone Number, Including Area Code
Not applicable
(Former name or former address, 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.
(a) On April 27, 2011, Lithia Motors, Inc. held its annual meeting of shareholders.
(b)
The shareholders at the annual meeting acted on the following matters and the results are set forth below.
1. To elect directors of Lithia Motors, Inc. for the ensuing year:
Name
|
|
|
|
No. of
Shares
Voting For
|
|
No. of
Shares
Withheld Voting
|
|
Number of Broker
Non-Votes
|
|
|
|
|
|
|
|
|
|
Sidney B. DeBoer
|
|
Class A
|
|
16,103,992
|
|
433,528
|
|
3,686,908
|
|
|
Class B
|
|
3,762,231
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas B. Becker
|
|
Class A
|
|
16,350,924
|
|
186,596
|
|
3,686,908
|
|
|
Class B
|
|
3,762,231
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Susan O. Cain
|
|
Class A
|
|
16,373,986
|
|
163,534
|
|
3,686,908
|
|
|
Class B
|
|
3,762,231
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bryan B. DeBoer
|
|
Class A
|
|
13,711,187
|
|
2,826,333
|
|
3,686,908
|
|
|
Class B
|
|
3,762,231
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William J. Young
|
|
Class A
|
|
16,373,776
|
|
163,744
|
|
3,686,908
|
|
|
Class B
|
|
3,762,231
|
|
|
|
|
2. To approve our Discretionary Support Service Variable Performance Compensation Plan applicable to our named executive officers;
|
|
Number of Shares Voting For
|
|
Number of Shares Voting Against
|
|
Number of Shares Abstaining
|
|
Number of Broker Non-Votes
|
|
|
|
|
|
|
|
|
|
Class A
|
|
16,340,353
|
|
174,739
|
|
22,428
|
|
3,686,908
|
|
|
|
|
|
|
|
|
|
Class B
|
|
3,762,231
|
|
|
|
|
|
|
3. To approve our Performance-Vesting Equity Award Program for our named executive officers and to approve amendments to two outstanding restricted stock unit awards, to make the awards performance-based.
|
|
Number of Shares Voting For
|
|
Number of Shares Voting Against
|
|
Number of Shares Abstaining
|
|
Number of Broker Non-Votes
|
|
|
|
|
|
|
|
|
|
Class A
|
|
15,108,599
|
|
1,413,412
|
|
15,509
|
|
3,686,908
|
|
|
|
|
|
|
|
|
|
Class B
|
|
3,762,231
|
|
|
|
|
|
|
4. To consider an advisory vote on the 2010 compensation for our named executive officers.
|
|
Number of Shares Voting For
|
|
Number of Shares Voting Against
|
|
Number of Shares Abstaining
|
|
Number of Broker Non-Votes
|
|
|
|
|
|
|
|
|
|
Class A
|
|
16,478,201
|
|
45,188
|
|
14,131
|
|
3,686,908
|
|
|
|
|
|
|
|
|
|
Class B
|
|
3,762,231
|
|
|
|
|
|
|
5. To conduct an advisory vote on the frequency of the shareholder advisory vote on compensation of our named executive officers.
|
|
Number of Shares Voting For Every Year
|
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Number of Shares Voting for Every Other Year
|
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Number of Shares Voting for Every Third Year
|
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Number of Shares Abstaining
|
|
Number of Broker
Non-Votes
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
14,558,477
|
|
65,477
|
|
1,893,088
|
|
20,478
|
|
3,686,908
|
|
|
|
|
|
|
|
|
|
|
|
Class B
|
|
3,762,231
|
|
|
|
|
|
|
|
|
6. To ratify the appointment of KPMG LLP as our Independent Registered Public Accountants for the year ending December 31, 2011.
|
|
Number of Shares Voting For
|
|
Number of Shares Voting Against
|
|
Number of Shares Abstaining
|
|
Number of Broker Non-Votes
|
|
|
|
|
|
|
|
|
|
Class A
|
|
20,131,456
|
|
90,842
|
|
2,130
|
|
-0-
|
|
|
|
|
|
|
|
|
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Class B
|
|
3,762,231
|
|
|
|
|
|
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*With respect to all matters, each Class B common stock has 10 votes. Each of the proposals received the requisite vote for approval.
Item 9.01 Financial Statements and Exhibits.
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(a)
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Not applicable.
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(b)
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Not applicable.
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(c)
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Not applicable.
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(d)
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Exhibits.
|
|
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None
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SIGNATURES
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.
Date: May 2, 2011
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By:
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LITHIA MOTORS, INC.
(Registrant)
/s/ Kenneth E.
Roberts
Kenneth E. Roberts
Assistant Secretary
|
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