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Lithia Motors (NYSE: LAD) investors back directors, pay and auditor in 2026 vote

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Lithia Motors, Inc. reported the results of its 2026 Annual Meeting of Shareholders held on April 30, 2026. Shareholders elected all 10 nominated directors, with each receiving more than 19 million votes in favor and broker non-votes recorded where applicable.

Shareholders approved, on an advisory basis, the compensation of the company’s named executive officers with 17,305,726 votes for and 3,590,110 against. They also ratified the appointment of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026, with 21,635,870 votes for. A shareholder proposal requesting a change to the board leadership structure did not pass, receiving 4,227,366 votes for and 16,647,183 against.

Positive

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Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Say-on-pay votes for 17,305,726 votes Advisory approval of executive compensation at 2026 annual meeting
Say-on-pay votes against 3,590,110 votes Advisory approval of executive compensation at 2026 annual meeting
Auditor ratification votes for 21,635,870 votes Ratification of KPMG LLP for year ending December 31, 2026
Board leadership proposal votes for 4,227,366 votes Shareholder proposal to change board leadership structure
Board leadership proposal votes against 16,647,183 votes Shareholder proposal to change board leadership structure
Votes for director Heidi L. O’Neill 20,873,494 votes Election of directors at 2026 annual meeting
broker non-votes financial
"BROKER NON-VOTES 4,227,366 | 16,647,183 | 31,719 | 1,455,270"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory vote financial
"Proposal 2: Advisory vote to approve the compensation of the Company's named executive officers"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
independent registered public accounting firm financial
"Ratification of Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
shareholder proposal financial
"Proposal 4: Shareholder proposal requesting a change to our board leadership structure"
A shareholder proposal is a formal suggestion submitted by an owner of a company’s stock asking other investors to vote on a specific change in company policy, governance, or operations at a shareholder meeting. It matters to investors because proposals can force public discussion, lead to changes that affect risk, costs, or reputation, and serve as a signal of investor priorities—like a homeowner proposing a new rule at a building meeting that could change how the whole property is run.
Annual Meeting of Shareholders financial
"held its 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”)"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
Understanding 8-K Material Events →
LITHIA MOTORS INC0001023128false00010231282026-04-302026-04-30

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

April 30, 2026
Date of Report (date of earliest event reported)

LITHIA MOTORS, INC.
(Exact name of registrant as specified in its charter)
Oregon001-1473393-0572810
(State or other jurisdiction of incorporation or organization)(Commission File Number) (I.R.S. Employer Identification No.)
   
150 N. Bartlett StreetMedfordOregon97501
(Address of principal executive offices)(Zip Code)
(541) 776-6401
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 (see General Instruction A.2. below):

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock without par valueLADThe New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.07 Submission of Matters to a Vote of Security Holders

On April 30, 2026, Lithia Motors, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”). The shareholders of the Company voted on the four matters described below. With respect to all matters, each share of Common Stock is entitled to one vote.

The Company’s inspector of election certified the following voting results:

Proposal 1: Election of Directors
DIRECTORFORAGAINSTABSTAINBROKER NON-VOTES
Sidney B. DeBoer20,535,705359,50911,0541,455,270
Bryan B. DeBoer20,875,06022,8408,3681,455,270
Richard J. Bailey, Jr.20,873,70624,1138,4491,455,270
Priya C. Huskins20,741,577157,4097,2821,455,270
James E. Lentz19,512,9011,385,5607,8071,455,270
Stacy C. Loretz-Congdon20,695,982202,4167,8701,455,270
Shauna F. McIntyre19,342,8811,551,12512,2621,455,270
Cassandra F. McKinney19,517,0711,381,8287,3691,455,270
Louis P. Miramontes19,486,1151,407,21412,9391,455,270
Heidi L. O'Neill20,873,49424,4308,3341,455,270

Proposal 2: Advisory vote to approve the compensation of the Company's named executive officers
FORAGAINSTABSTAINBROKER NON-VOTES
17,305,7263,590,11010,4321,455,270

Proposal 3: Ratification of Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2026
FORAGAINSTABSTAINBROKER NON-VOTES
21,635,870716,6549,014—

Proposal 4: Shareholder proposal requesting a change to our board leadership structure, if properly presented.
FORAGAINSTABSTAINBROKER NON-VOTES
4,227,36616,647,18331,7191,455,270



Item 9.01 Financial Statements and Exhibits

(d) Exhibits
    
Exhibit No.Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


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.
Dated: May 1, 2026LITHIA MOTORS, INC.
By:/s/ Tina Miller
Tina Miller
Chief Financial Officer, Senior Vice President and Principal Accounting Officer


Source: View Original Filing on SEC EDGAR

FAQ

What did Lithia Motors (LAD) shareholders decide at the 2026 annual meeting?

Shareholders elected all 10 director nominees, approved executive compensation on an advisory basis, and ratified KPMG LLP as auditor for 2026. A shareholder proposal seeking a change to the board leadership structure did not receive enough support and failed.

How did Lithia Motors (LAD) shareholders vote on executive compensation in 2026?

Shareholders approved Lithia Motors’ named executive officer compensation on an advisory basis, with 17,305,726 votes for, 3,590,110 against, and 10,432 abstentions. There were 1,455,270 broker non-votes, meaning some shares were not voted on this specific proposal.

Was KPMG LLP ratified as Lithia Motors (LAD) auditor for 2026?

Yes, shareholders ratified KPMG LLP as Lithia Motors’ independent registered public accounting firm for the year ending December 31, 2026. The ratification received 21,635,870 votes for, 716,654 against, and 9,014 abstentions, with no broker non-votes recorded.

What happened to the shareholder proposal on board leadership at Lithia Motors (LAD)?

The shareholder proposal requesting a change to Lithia Motors’ board leadership structure did not pass. It received 4,227,366 votes for, 16,647,183 against, and 31,719 abstentions, along with 1,455,270 broker non-votes, indicating limited support among voting shareholders.

Were all Lithia Motors (LAD) director nominees elected in 2026?

All listed director nominees were elected at the 2026 annual meeting. Each candidate, including Sidney B. DeBoer and Bryan B. DeBoer, received more votes for than against, with support generally above 19 million votes, plus additional broker non-votes recorded for each election.

How strongly did Lithia Motors (LAD) shareholders support director Heidi L. O’Neill?

Director Heidi L. O’Neill received 20,873,494 votes for, 24,430 against, and 8,334 abstentions, plus 1,455,270 broker non-votes. This indicates very high support relative to opposition among the shares that were voted on her election at the 2026 annual meeting.

Filing Exhibits & Attachments

4 documents

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