State of Oregon
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001-14733
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93-0572810
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(State or other jurisdiction of
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(Commission
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(I.R.S. Employer
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incorporation)
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File Number) |
Identification No.)
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150 N. Bartlett St
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Medford, OR 97501
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(Address of principal executive offices)
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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.
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(1)
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increase the number of shares of Class A Common Stock issuable under the 2013 Stock Incentive Plan by 1,000,000 shares to 3,800,000 shares;
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(2)
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increase the annual limit on the number of shares that may be awarded to any one participant in any one calendar year from 75,000 shares to 200,000 shares, and limit the number of shares that may be awarded to any non-management director in any one calendar year to 10,000 shares;
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(3)
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add additional performance criteria for performance-based awards;
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(4)
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expand the types of awards that may be made under the 2013 Stock Incentive Plan to include incentive stock options and cash-settled stock appreciation rights;
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(5)
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extend the duration of the 2013 Stock Incentive Plan indefinitely; and
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(6)
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authorize the Board of Directors to amend the 2013 Stock Incentive Plan without shareholder approval except that shareholder approval is required to increase the number of shares reserved for the plan.
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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1.
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To elect the following directors to serve for the ensuing year:
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Sidney B. DeBoer
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Class of Stock
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For
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Withhold
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Broker Non-Votes
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Class A Common
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17,088,405
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1,852,077
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2,385,743
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Class B Common
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2,762,261
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Thomas R. Becker
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Class of Stock
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For
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Withheld
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Broker Non-Votes
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Class A Common
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18,317,049
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623,433
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2,385,743
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Class B Common
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2,762,261
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Bryan B. DeBoer
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Class of Stock
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For
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Withheld
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Broker Non-Votes
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Class A Common
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17,741,992
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1,198,490
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2,385,743
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Class B Common
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2,762,261
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Class of Stock
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For
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Withheld
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Broker Non-Votes
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Class A Common
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18,393,071
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547,411
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2,385,743
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Class B Common
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2,762,261
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William J. Young
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Class of Stock
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For
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Withheld
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Broker Non-Votes
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Class A Common
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18,321,410
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619,072
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2,385,743
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Class B Common
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2,762,261
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Class of Stock
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For
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Withheld
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Broker Non-Votes
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Class A Common
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17,085,125
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1,855,357
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2,385,743
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Class B Common
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2,762,261
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Kenneth E. Roberts
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Class of Stock
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For
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Withheld
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Broker Non-Votes
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Class A Common
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13,059,926
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5,880,556
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2,385,743
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Class B Common
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2,762,261
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Class of Stock
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For
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Against
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Abstain
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Broker Non-Votes
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Class A Common
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18,678,380
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108,083
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154,019
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2,385,743
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Class B Common
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2,762,261
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Class of Stock
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For
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Against
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Abstain
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Broker Non-Votes
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Class A Common
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15,879,417
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2,907,610
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153,455
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2,385,743
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Class B Common
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2,762,261
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Class of Stock
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For
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Against
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Abstain
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Broker Non-Votes
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Class A Common
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18,523,033
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359,110
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58,339
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2,385,743
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Class B Common
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2,762,261
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Class of Stock
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For
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Against
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Abstain
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Broker Non-Votes
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Class A Common
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21,091,635
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201,329
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33,261
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Class B Common
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2,762,261
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10.1
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2013 Amended and Restated Stock Incentive Plan.
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10.2
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2013 Discretionary Support Services Variable Performance Compensation Plan.
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LITHIA MOTORS, INC.
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Dated: May 1, 2013
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By:
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/s/ Christopher S. Holzshu | ||
Christopher S. Holzshu
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SVP, CFO and Secretary
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Exhibit No.
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Description
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10.1
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2013 Amended and Restated Stock Incentive Plan
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10.2
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2013 Discretionary Support Services Variable Performance Compensation Plan
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