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, 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) |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously reported on Form 8-K (filed February 24, 2012), effective May 1, 2012, Bryan DeBoer became Chief Executive Officer of Lithia Motors, Inc., and Sid DeBoer, Founder and Chairman, assumed the role of Executive Chairman.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On April 27, 2012, Lithia Motors, Inc. held its annual meeting of shareholders with shareholders voting on the three matters described below. With respect to all matters, each share of Class B common stock has 10 votes. Each of the proposals received the requisite vote for approval.
Shareholders elected each of the seven nominees for director by the following vote:
|
Name |
No. of Shares Voting For |
No. of Shares Withheld Voting |
Number of Broker Non-Votes | |||||
| Sidney DeBoer | Class A | 16,473,179 | 974,149 | 2,259,048 | ||||
| Class B | 3,762,231 | - | - | |||||
| Thomas Becker | Class A | 16,996,065 | 451,263 | 2,259,048 | ||||
| Class B | 3,762,231 | - | - | |||||
| Susan Cain | Class A | 17,069,027 | 378,301 | 2,259,048 | ||||
| Class B | 3,762,231 | - | - | |||||
| Bryan DeBoer | Class A | 15,958,464 | 1,488,864 | 2,259,048 | ||||
| Class B | 3,762,231 | - | - | |||||
| William Young | Class A | 17,068,576 | 378,752 | 2,259,048 | ||||
| Class B | 3,762,231 | - |
-
| |||||
| M.L. Dick Heimann | Class A | 15,946,265 | 1,501,063 | 2,259,048 | ||||
| Class B | 3,762,231 | - |
-
| |||||
| Kenneth Roberts | Class A | 13,043,201 | 4,404,127 | 2,259,048 | ||||
| Class B | 3,762,231 | - |
-
|
Shareholders ratified the appointment of KPMG LLP as Independent Registered Public Accountants for the year ending December 31, 2012, by the following vote:
|
Number of Shares Voting For |
Number of Shares Voting Against |
Number of Shares Abstaining |
Number of Broker Non- Votes | |||||
| Class A | 19,540,319 | 160,948 | 5,109 | - | ||||
| Class B | 3,762,231 |
Shareholders approved, on an advisory basis, the 2011 compensation of our named executive officers as set forth in the proxy statement for the 2012 annual meeting by the following vote:
|
Number of Shares Voting For |
Number of Shares Voting Against |
Number of Shares Abstaining |
Number of Broker Non- Votes | |||||
| Class A | 16,723,053 | 71,906 | 652,369 | 2,259,048 | ||||
| Class B | 3,762,231 |
| Item 8.01 | Other Events. |
On May 1, 2012, Lithia Motors, Inc. issued a press release announcing the acquisition of Jerry Chambers Chevrolet Cadillac, Bellingham, Washington. A copy of the press release is attached as Exhibit 99.1.
| Item 9.01 |
Financial Statements and Exhibits.
|
| (d) |
Exhibits
|
| 99.1 Press Release dated May 1, 2012 |
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 1, 2012 |
LITHIA MOTORS, INC. By: /s/ Andrew H. Ognall Andrew H. Ognall |