Submission of Matters to a Vote of Security Holders
On April 29, 2021, Lithia Motors, Inc. (the 'Company') held its 2021 Annual Meeting of Shareholders (the '2021 Annual Meeting'). The shareholders of the Company voted on the four matters described below. With respect to all matters, each share of Class A Common Stock is entitled to one vote. No shares of Class B Common Stock were issued and outstanding as of the 2021 Annual Meeting.
The Company's inspector of election certified the following voting results:
Proposal 1: Election of Directors
|
DIRECTOR
|
FOR
|
AGAINST
|
ABSTAIN
|
BROKER NON-VOTES
|
Sidney B. DeBoer
|
23,217,712
|
294,667
|
46,906
|
1,844,891
|
Susan O. Cain
|
23,188,655
|
328,384
|
42,246
|
1,844,891
|
Bryan D. DeBoer
|
23,434,392
|
115,292
|
9,601
|
1,844,891
|
Shauna F. McIntyre
|
23,433,665
|
117,061
|
8,559
|
1,844,891
|
Louis P. Miramontes
|
23,215,546
|
300,708
|
43,031
|
1,844,891
|
Kenneth E. Roberts
|
23,255,853
|
293,875
|
9,557
|
1,844,891
|
David J. Robino
|
23,105,639
|
351,627
|
102,019
|
1,844,891
|
Proposal 2: Approval by Advisory Vote, of Executive Compensation
|
FOR
|
AGAINST
|
ABSTAIN
|
BROKER NON-VOTES
|
23,271,339
|
273,207
|
14,739
|
1,844,891
|
Proposal 3: Ratification of Appointment of KPMG LLP as the Company's Independent Registered Public Accounting Firm for the Year Ending December 31, 2021
|
FOR
|
AGAINST
|
ABSTAIN
|
BROKER NON-VOTES
|
24,756,607
|
637,009
|
10,560
|
-
|
Proposal 4: Amendment and Restatement of the Company's Restated Articles of Incorporation to Eliminate References to Class B Common Stock, Class A Common Stock and Series M Preferred Stock, and to Reclassify the Class A Common Stock as Common Stock
|
FOR
|
AGAINST
|
ABSTAIN
|
BROKER NON-VOTES
|
25,390,404
|
2,156
|
11,616
|
-
|
Financial Statements and Exhibits
(d) Exhibits
|
Exhibit No.
|
Description
|
104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
|