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Lithia Motors 8-K 2012

Documents found in this filing:

  1. 8-K
  2. Ex-99.1
  3. Graphic
  4. Graphic

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.
(Registrant)


By: /s/ Andrew H. Ognall

Andrew H. Ognall
Assistant Secretary

 

 


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