- Current report filing (8-K)
February 24 2012 - 5:28PM
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: February 21, 2012
(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)
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0-21789
(Commission File
Number)
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93 - 0572810
(IRS Employer
Identification No.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02
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Results of Operations and Financial Condition.
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On February 22, 2012, Lithia Motors, Inc. (the “Company”) issued a press release announcing financial results for the fourth quarter and fiscal year 2011. A copy of the press release is attached as
Exhibit 99.1
.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February
21, 2012, as part of the Company’s succession plan, the Board of Directors appointed President and COO Bryan DeBoer as Chief
Executive Officer effective May 1, 2012. Sid DeBoer, Founder, Chairman and CEO, will assume the role of Executive Chairman and
remain as Chairman of the Board of Directors. Sid DeBoer is Bryan DeBoer’s father. Bryan DeBoer, age 45, has served as the
Company’s President and Chief Operating Officer since January 2006 and as a director since May 2008. In connection with the
transition of roles, Sid DeBoer, as manager of Lithia Holding Company, LLC, intends to enter into a Rule 10b5-1 Plan to sell up
to 1,000,000 shares of Class A Common Stock (converted from Class B Common Stock at the time of sale) over a period of up to 24
months. Lithia Holding Company, LLC, will retain voting control of the Company under the proposed trading plan.
Based
on the current number of shares of Class A and Class B Common Stock outstanding, if Lithia Holding Company, LLC, completes the
planned sales, it would own approximately 2.7 million shares of Class B Common Stock, representing approximately 54% of the aggregate
number of votes eligible to be cast by shareholders on most matters requiring shareholder approval
.
The
trading plan is part of an asset diversification and financial planning strategy of the members of Lithia Holding Company, LLC,
and will be adopted in accordance with guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934, and the Company’s
governance policies. The Company is not selling any shares and will not receive any proceeds from the sale of shares. The transactions
under this plan will commence no earlier than March 2012 and will be disclosed publicly through Form 4 filings with the Securities
and Exchange Commission.
The Company entered into an employment agreement with Executive Vice
President Brad Gray effective February 22, 2012. The term of the employment agreement expires February 28, 2014, subject to a six-month
extension by Mr. Gray. If Mr. Gray is terminated without cause or resigns for good reason prior to the end of the term, he will
receive pro-rate variable compensation through the date of termination, long-term care insurance premiums and auto allowance through
the end of the term, vesting of outstanding stock options and long-term deferred compensation, and the value of his outstanding
restricted stock unit grants in a lump sum cash payment the day following the end of the term. If Mr. Gray is not terminated prior
to the end of the term, his long-term deferred compensation will vest as of the end of the term and he will receive a lump sum
cash payment for the value of his outstanding restricted stock unit grants.
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Item 7.01
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Regulation FD Disclosure.
Attached as
Exhibit 99.2
is a copy of the Company’s investor
slide deck presented at the quarterly earnings conference call on February 22, 2012, and posted on the Company’s investor
relations web site.
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Item 8.01
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Other Events.
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On February 22, 2012, Lithia Motors, Inc. announced a $0.07 per share
cash dividend, to be paid on March 23, 2012 to shareholders of record as of March 9, 2012.
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Item 9.01
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Financial Statements and Exhibits.
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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: February 22, 2012
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LITHIA MOTORS, INC.
(Registrant)
By:
/s/ Andrew H. Ognall
Andrew H. Ognall, Assistant Secretary
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