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LITHIA MOTORS INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and LITHIA MOTORS INC.’s Form 8-K, filed 2025-04-25 (Item 5.07 on EDGAR). Page generated 02 October 2026.

  • 14Reported items
  • 453Asset managers
  • 4,809Fund votes
  • 2025-04-24Meeting date

Proxy season: 2023-2024 2024-2025 2025-2026

Explore LITHIA MOTORS INC. in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by LITHIA MOTORS INC.

These tallies are LITHIA MOTORS INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2025-04-25 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

LITHIA MOTORS INC. — official shareholder meeting results, meeting held 2025-04-24
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Elect Director: Sidney B. DeBoer 22,478,622796,64230,644 --1,331,159 Majority: yes
Elect Director: Bryan B. DeBoer 23,241,71154,6019,596 --1,331,159 Majority: yes
Elect Director: James E. Lentz 23,031,696264,5579,655 --1,331,159 Majority: yes
Elect Director: Stacy C. Loretz-Congdon 22,787,502502,73215,674 --1,331,159 Majority: yes
Elect Director: Shauna F. McIntyre 22,116,2841,174,06915,555 --1,331,159 Majority: yes
Elect Director: Cassandra F. McKinney 23,048,326247,9659,617 --1,331,159 Majority: yes
Elect Director: Louis P. Miramontes 19,473,7773,795,69636,435 --1,331,159 Majority: yes
Proposal 2: Advisory vote to approve the compensation of the Company's named executive officers 19,642,5513,649,97113,386 --1,331,159 Majority: yes
Proposal 3: Ratification of Appointment of KPMG LLP as the Company's Independent Registered Public Accounting Firm for the Year Ending December 31, 2025 23,603,5091,021,87811,680 ---- Majority: yes
Proposal 4: Approval of the Company's 2013 Stock Incentive Plan as amended to increase the number of shares authorized for issuance by 1,160,000 shares 22,223,4061,068,65413,848 --1,331,159 Majority: yes
Proposal 5: Vote on a shareholder proposal requesting shareholder approval of certain executive severance arrangements, if properly presented 7,624,38615,667,01714,505 --1,331,159 Majority: no

Source: LITHIA MOTORS INC., Form 8-K, filed with the SEC on 2025-04-25 — read the filing on EDGAR.

How asset managers voted at the LITHIA MOTORS INC. 2024-2025 meeting

Each item below shows how the 453 asset managers that disclosed a LITHIA MOTORS INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of LITHIA MOTORS INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. To approve, by an advisory vote, named executive officer compensation.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2025-04-24.

Combines 9 wordings of this item as funds reported it.

84% Majority: yes · of votes cast

FOR 84%AGAINST 16%
FOR: 19,642,551AGAINST: 3,649,971

LITHIA MOTORS INC.’s own tally for this item (“Proposal 2: Advisory vote to approve the compensation of the Company's named executive officers”): 19,642,551 for, 3,649,971 against, per its Form 8-K filed 2025-04-25 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 26,100,000 outstanding shares: 75% for, 14% against (89% of the company cast a for/against vote).

The 446 asset managers below cast 86% of the shares they voted on this item FOR. Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

FOR 86%14%
FOR: 86.2%AGAINST: 13.7%ABSTAIN: 0.0%NOT VOTED: 0.0%
Largest asset managers voting on “To approve, by an advisory vote, named executive officer compensation.” at LITHIA MOTORS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard2,951,84567,863 00For
ABRAMS CAPITAL MANAGEMENT, L.P.2,444,6780 00For
BlackRock2,106,393227 00For
HARRIS ASSOCIATES L P1,910,9070 00For
Fidelity1,492,94642,474 00For
HARRIS ASSOCIATES INVESTMENT TRUST1,519,4000 00For
Dimensional01,157,899 00Against
State Street959,9390 00For
Conifer Management, L.L.C.500,0000 00For
GEODE CAPITAL MANAGEMENT, LLC448,5940 00For
Charles Schwab416,9650 00For
Brave Warrior Advisors, LLC384,7100 00For
John Hancock300,39539,609 00For
HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC329,0170 00For
JPMorgan324,6210 00For
COOPERMAN LEON G317,6020 00For
CANADA PENSION PLAN INVESTMENT BOARD279,6970 00For
Eaton Vance272,5400 00For
Northern Trust254,3700 00For
River Road Asset Management, LLC0251,298 00Against
LYRICAL ASSET MANAGEMENT LP247,2220 00For
Tensile Capital Management LP235,5270 00For
MUTUAL FUND SERIES TRUST223,8350 00For
ADVENT INTERNATIONAL, L.P.217,1510 00For
BRIDGES INVESTMENT MANAGEMENT INC215,9690 00For

Showing the 25 largest of 446 asset managers. See all 446 in the interactive database.

2. To approve the company's 2013 Stock Incentive Plan, as amended to increase the number of shares authorized for issuance by 1,160,000 shares.

COMPENSATIONMajority of the votes cast: yes

Meeting held 2025-04-24.

Combines 7 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 22,223,406AGAINST: 1,068,654

LITHIA MOTORS INC.’s own tally for this item (“Proposal 4: Approval of the Company's 2013 Stock Incentive Plan as amended to increase the number of shares authorized for issuance by 1,160,000 shares”): 22,223,406 for, 1,068,654 against, per its Form 8-K filed 2025-04-25 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 26,100,000 outstanding shares: 85% for, 4% against (89% of the company cast a for/against vote).

The 124 asset managers below cast 99.6% of the shares they voted on this item FOR (10,310,636 for, 41,298 against).

FOR 99.5%
FOR: 10,310,636 (99.5%)AGAINST: 41,298 (0.4%)ABSTAIN: 6,254 (0.1%)A: 244 (0.0%)
Largest asset managers voting on “To approve the company's 2013 Stock Incentive Plan, as amended to increase the number of shares authorized for” at LITHIA MOTORS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard2,953,7830 00For
HARRIS ASSOCIATES INVESTMENT TRUST1,519,4000 00For
BlackRock1,399,1550 00For
Dimensional1,010,5480 00For
Fidelity964,9320 00For
MUTUAL FUND SERIES TRUST223,8350 00For
Charles Schwab207,7950 00For
State Street191,7180 00For
John Hancock185,7290 00For
MADISON FUNDS145,0940 00For
JPMorgan123,8170 00For
Jackson National82,4600 00For
Eaton Vance80,2170 00For
TIAA73,7400 00For
FRANKLIN STRATEGIC SERIES69,0170 00For
Ultimus Managers Trust68,4720 00For
AMG Funds IV63,3390 00For
First Trust63,1900 00For
Brighthouse49,6390 6,2540For
HOTCHKIS & WILEY FUNDS /DE/53,3000 00For
PROFESSIONALLY MANAGED PORTFOLIOS45,9650 00For
MassMutual45,2000 00For
Invesco44,9940 00For
AMERICAN BEACON FUNDS44,4310 00For
Bridge Builder Trust25,21617,606 00For

Showing the 25 largest of 124 asset managers. See all 124 in the interactive database.

3. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year ending December 31, 2025.

AUDIT-RELATEDMajority of the votes cast: yes

Meeting held 2025-04-24.

Combines 5 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 23,603,509AGAINST: 1,021,878

LITHIA MOTORS INC.’s own tally for this item (“Proposal 3: Ratification of Appointment of KPMG LLP as the Company's Independent Registered Public Accounting Firm for the Year Ending December 31, 2025”): 23,603,509 for, 1,021,878 against, per its Form 8-K filed 2025-04-25 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 26,100,000 outstanding shares: 90% for, 4% against (94% of the company cast a for/against vote).

The 117 asset managers below cast 99.9% of the shares they voted on this item FOR (10,345,571 for, 2,091 against).

FOR 99.9%
FOR: 10,345,571 (99.9%)AGAINST: 2,091 (0.0%)ABSTAIN: 6,254 (0.1%)
Largest asset managers voting on “To ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year end” at LITHIA MOTORS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard2,953,7830 00For
HARRIS ASSOCIATES INVESTMENT TRUST1,519,4000 00For
BlackRock1,399,1550 00For
Dimensional1,010,5480 00For
Fidelity964,9320 00For
MUTUAL FUND SERIES TRUST223,8350 00For
Charles Schwab207,7950 00For
State Street191,7180 00For
John Hancock185,7290 00For
MADISON FUNDS145,0940 00For
JPMorgan123,8170 00For
Jackson National82,4600 00For
Eaton Vance80,2170 00For
TIAA73,7400 00For
FRANKLIN STRATEGIC SERIES69,0170 00For
Ultimus Managers Trust68,4720 00For
AMG Funds IV63,3390 00For
First Trust63,1900 00For
Brighthouse49,6390 6,2540For
HOTCHKIS & WILEY FUNDS /DE/53,3000 00For
PROFESSIONALLY MANAGED PORTFOLIOS45,9650 00For
MassMutual45,2000 00For
Invesco44,9940 00For
AMERICAN BEACON FUNDS44,4310 00For
Bridge Builder Trust42,8220 00For

Showing the 25 largest of 117 asset managers. See all 117 in the interactive database.

4. To elect the seven director nominees named in this proxy statement: Sidney B. DeBoer

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-04-24.

Combines 5 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 22,478,622AGAINST: 796,642

LITHIA MOTORS INC.’s own tally for this item (“Elect Director: Sidney B. DeBoer”): 22,478,622 for, 796,642 against, per its Form 8-K filed 2025-04-25 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 26,100,000 outstanding shares: 86% for, 3% against (89% of the company cast a for/against vote).

The 115 asset managers below cast 98% of the shares they voted on this item FOR (10,190,241 for, 155,314 against).

FOR 98%
FOR: 10,190,241 (98.4%)AGAINST: 155,314 (1.5%)ABSTAIN: 6,254 (0.1%)
Largest asset managers voting on “To elect the seven director nominees named in this proxy statement: Sidney B. DeBoer” at LITHIA MOTORS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard2,953,7830 00For
HARRIS ASSOCIATES INVESTMENT TRUST1,519,4000 00For
BlackRock1,350,26748,888 00For
Dimensional982,27328,275 00For
Fidelity942,95421,978 00For
MUTUAL FUND SERIES TRUST223,8350 00For
Charles Schwab207,7950 00For
State Street191,7180 00For
John Hancock161,74023,989 00For
MADISON FUNDS145,0940 00For
JPMorgan123,8170 00For
Jackson National82,4600 00For
Eaton Vance80,2170 00For
TIAA73,7400 00For
FRANKLIN STRATEGIC SERIES69,0170 00For
Ultimus Managers Trust68,4720 00For
AMG Funds IV63,3390 00For
First Trust63,1900 00For
Brighthouse49,6390 6,2540For
HOTCHKIS & WILEY FUNDS /DE/53,3000 00For
PROFESSIONALLY MANAGED PORTFOLIOS45,9650 00For
MassMutual45,2000 00For
Invesco44,9940 00For
AMERICAN BEACON FUNDS44,4310 00For
Bridge Builder Trust42,8220 00For

Showing the 25 largest of 115 asset managers. See all 115 in the interactive database.

5. To elect the seven director nominees named in this proxy statement: Bryan B. DeBoer

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-04-24.

Combines 5 wordings of this item as funds reported it.

99.7% Majority: yes · of votes cast

FOR 99.7%
FOR: 23,241,711AGAINST: 54,601

LITHIA MOTORS INC.’s own tally for this item (“Elect Director: Bryan B. DeBoer”): 23,241,711 for, 54,601 against, per its Form 8-K filed 2025-04-25 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 26,100,000 outstanding shares: 89% for, 0.3% against (89% of the company cast a for/against vote).

The 115 asset managers below cast 100% of the shares they voted on this item FOR (10,345,555 for, 0 against).

FOR 99.9%
FOR: 10,345,555 (99.9%)ABSTAIN: 6,254 (0.1%)
Largest asset managers voting on “To elect the seven director nominees named in this proxy statement: Bryan B. DeBoer” at LITHIA MOTORS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard2,953,7830 00For
HARRIS ASSOCIATES INVESTMENT TRUST1,519,4000 00For
BlackRock1,399,1550 00For
Dimensional1,010,5480 00For
Fidelity964,9320 00For
MUTUAL FUND SERIES TRUST223,8350 00For
Charles Schwab207,7950 00For
State Street191,7180 00For
John Hancock185,7290 00For
MADISON FUNDS145,0940 00For
JPMorgan123,8170 00For
Jackson National82,4600 00For
Eaton Vance80,2170 00For
TIAA73,7400 00For
FRANKLIN STRATEGIC SERIES69,0170 00For
Ultimus Managers Trust68,4720 00For
AMG Funds IV63,3390 00For
First Trust63,1900 00For
Brighthouse49,6390 6,2540For
HOTCHKIS & WILEY FUNDS /DE/53,3000 00For
PROFESSIONALLY MANAGED PORTFOLIOS45,9650 00For
MassMutual45,2000 00For
Invesco44,9940 00For
AMERICAN BEACON FUNDS44,4310 00For
Bridge Builder Trust42,8220 00For

Showing the 25 largest of 115 asset managers. See all 115 in the interactive database.

6. To elect the seven director nominees named in this proxy statement: James E. Lentz

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-04-24.

Combines 4 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 23,031,696AGAINST: 264,557

LITHIA MOTORS INC.’s own tally for this item (“Elect Director: James E. Lentz”): 23,031,696 for, 264,557 against, per its Form 8-K filed 2025-04-25 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 26,100,000 outstanding shares: 88% for, 1% against (89% of the company cast a for/against vote).

The 115 asset managers below cast 99.9% of the shares they voted on this item FOR (10,341,304 for, 4,251 against).

FOR 99.8%
FOR: 10,341,304 (99.9%)AGAINST: 4,251 (0.0%)ABSTAIN: 6,254 (0.1%)
Largest asset managers voting on “To elect the seven director nominees named in this proxy statement: James E. Lentz” at LITHIA MOTORS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard2,953,7830 00For
HARRIS ASSOCIATES INVESTMENT TRUST1,519,4000 00For
BlackRock1,399,1550 00For
Dimensional1,010,5480 00For
Fidelity964,9320 00For
MUTUAL FUND SERIES TRUST223,8350 00For
Charles Schwab207,7950 00For
State Street191,7180 00For
John Hancock185,7290 00For
MADISON FUNDS145,0940 00For
JPMorgan123,8170 00For
Jackson National82,4600 00For
Eaton Vance80,2170 00For
TIAA73,7400 00For
FRANKLIN STRATEGIC SERIES69,0170 00For
Ultimus Managers Trust68,4720 00For
AMG Funds IV63,3390 00For
First Trust63,1900 00For
Brighthouse49,6390 6,2540For
HOTCHKIS & WILEY FUNDS /DE/53,3000 00For
PROFESSIONALLY MANAGED PORTFOLIOS45,9650 00For
MassMutual45,2000 00For
Invesco44,9940 00For
AMERICAN BEACON FUNDS44,4310 00For
Bridge Builder Trust42,8220 00For

Showing the 25 largest of 115 asset managers. See all 115 in the interactive database.

7. To elect the seven director nominees named in this proxy statement: Stacy C. Loretz-Congdon

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-04-24.

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 22,787,502AGAINST: 502,732

LITHIA MOTORS INC.’s own tally for this item (“Elect Director: Stacy C. Loretz-Congdon”): 22,787,502 for, 502,732 against, per its Form 8-K filed 2025-04-25 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 26,100,000 outstanding shares: 87% for, 2% against (89% of the company cast a for/against vote).

The 115 asset managers below cast 98% of the shares they voted on this item FOR (10,148,313 for, 197,242 against).

FOR 98%
FOR: 10,148,313 (98.0%)AGAINST: 197,242 (1.9%)ABSTAIN: 6,254 (0.1%)
Largest asset managers voting on “To elect the seven director nominees named in this proxy statement: Stacy C. Loretz-Congdon” at LITHIA MOTORS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard2,953,7830 00For
HARRIS ASSOCIATES INVESTMENT TRUST1,519,4000 00For
BlackRock1,399,1550 00For
Dimensional1,010,5480 00For
Fidelity964,9320 00For
MUTUAL FUND SERIES TRUST223,8350 00For
Charles Schwab207,7950 00For
State Street191,7180 00For
John Hancock185,7290 00For
MADISON FUNDS145,0940 00For
JPMorgan123,8170 00For
Jackson National34,16348,297 00Against
Eaton Vance80,2170 00For
TIAA073,740 00Against
FRANKLIN STRATEGIC SERIES69,0170 00For
Ultimus Managers Trust68,4720 00For
AMG Funds IV63,3390 00For
First Trust63,1900 00For
Brighthouse49,6390 6,2540For
HOTCHKIS & WILEY FUNDS /DE/53,3000 00For
PROFESSIONALLY MANAGED PORTFOLIOS45,9650 00For
MassMutual45,2000 00For
Invesco44,9940 00For
AMERICAN BEACON FUNDS44,4310 00For
Bridge Builder Trust25,21617,606 00For

Showing the 25 largest of 115 asset managers. See all 115 in the interactive database.

8. To elect the seven director nominees named in this proxy statement: Shauna F. McIntyre

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-04-24.

Combines 5 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 22,116,284AGAINST: 1,174,069

LITHIA MOTORS INC.’s own tally for this item (“Elect Director: Shauna F. McIntyre”): 22,116,284 for, 1,174,069 against, per its Form 8-K filed 2025-04-25 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 26,100,000 outstanding shares: 85% for, 4% against (89% of the company cast a for/against vote).

The 115 asset managers below cast 98% of the shares they voted on this item FOR (10,144,187 for, 201,368 against).

FOR 98%
FOR: 10,144,187 (98.0%)AGAINST: 201,368 (1.9%)ABSTAIN: 6,254 (0.1%)
Largest asset managers voting on “To elect the seven director nominees named in this proxy statement: Shauna F. McIntyre” at LITHIA MOTORS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard2,953,7830 00For
HARRIS ASSOCIATES INVESTMENT TRUST1,519,4000 00For
BlackRock1,399,1550 00For
Dimensional1,010,5480 00For
Fidelity964,9320 00For
MUTUAL FUND SERIES TRUST223,8350 00For
Charles Schwab207,7950 00For
State Street191,7180 00For
John Hancock185,7290 00For
MADISON FUNDS145,0940 00For
JPMorgan123,8170 00For
Jackson National34,16348,297 00Against
Eaton Vance80,2170 00For
TIAA073,740 00Against
FRANKLIN STRATEGIC SERIES69,0170 00For
Ultimus Managers Trust68,4720 00For
AMG Funds IV63,3390 00For
First Trust63,1900 00For
Brighthouse49,6390 6,2540For
HOTCHKIS & WILEY FUNDS /DE/53,3000 00For
PROFESSIONALLY MANAGED PORTFOLIOS45,9650 00For
MassMutual45,2000 00For
Invesco44,9940 00For
AMERICAN BEACON FUNDS44,4310 00For
Bridge Builder Trust25,21617,606 00For

Showing the 25 largest of 115 asset managers. See all 115 in the interactive database.

9. To elect the seven director nominees named in this proxy statement: Cassandra M. McKinney

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-04-24.

Combines 5 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 23,048,326AGAINST: 247,965

LITHIA MOTORS INC.’s own tally for this item (“Elect Director: Cassandra F. McKinney”): 23,048,326 for, 247,965 against, per its Form 8-K filed 2025-04-25 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 26,100,000 outstanding shares: 88% for, 1.0% against (89% of the company cast a for/against vote).

The 115 asset managers below cast 99.9% of the shares they voted on this item FOR (10,341,304 for, 4,251 against).

FOR 99.8%
FOR: 10,341,304 (99.9%)AGAINST: 4,251 (0.0%)ABSTAIN: 6,254 (0.1%)
Largest asset managers voting on “To elect the seven director nominees named in this proxy statement: Cassandra M. McKinney” at LITHIA MOTORS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard2,953,7830 00For
HARRIS ASSOCIATES INVESTMENT TRUST1,519,4000 00For
BlackRock1,399,1550 00For
Dimensional1,010,5480 00For
Fidelity964,9320 00For
MUTUAL FUND SERIES TRUST223,8350 00For
Charles Schwab207,7950 00For
State Street191,7180 00For
John Hancock185,7290 00For
MADISON FUNDS145,0940 00For
JPMorgan123,8170 00For
Jackson National82,4600 00For
Eaton Vance80,2170 00For
TIAA73,7400 00For
FRANKLIN STRATEGIC SERIES69,0170 00For
Ultimus Managers Trust68,4720 00For
AMG Funds IV63,3390 00For
First Trust63,1900 00For
Brighthouse49,6390 6,2540For
HOTCHKIS & WILEY FUNDS /DE/53,3000 00For
PROFESSIONALLY MANAGED PORTFOLIOS45,9650 00For
MassMutual45,2000 00For
Invesco44,9940 00For
AMERICAN BEACON FUNDS44,4310 00For
Bridge Builder Trust42,8220 00For

Showing the 25 largest of 115 asset managers. See all 115 in the interactive database.

10. To elect the seven director nominees named in this proxy statement: Louis P. Miramontes

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-04-24.

Combines 4 wordings of this item as funds reported it.

84% Majority: yes · of votes cast

FOR 84%AGAINST 16%
FOR: 19,473,777AGAINST: 3,795,696

LITHIA MOTORS INC.’s own tally for this item (“Elect Director: Louis P. Miramontes”): 19,473,777 for, 3,795,696 against, per its Form 8-K filed 2025-04-25 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 26,100,000 outstanding shares: 75% for, 15% against (89% of the company cast a for/against vote).

The 115 asset managers below cast 81% of the shares they voted on this item FOR (8,386,036 for, 1,959,519 against).

FOR 81%AGAINST 19%
FOR: 8,386,036 (81.0%)AGAINST: 1,959,519 (18.9%)ABSTAIN: 6,254 (0.1%)
Largest asset managers voting on “To elect the seven director nominees named in this proxy statement: Louis P. Miramontes” at LITHIA MOTORS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard2,885,92067,863 00For
HARRIS ASSOCIATES INVESTMENT TRUST1,519,4000 00For
BlackRock1,399,1550 00For
Dimensional01,010,548 00Against
Fidelity922,45842,474 00For
MUTUAL FUND SERIES TRUST223,8350 00For
Charles Schwab0207,795 00Against
State Street191,7180 00For
John Hancock161,74023,989 00For
MADISON FUNDS145,0940 00For
JPMorgan123,8170 00For
Jackson National2,00980,451 00Against
Eaton Vance80,2170 00For
TIAA073,740 00Against
FRANKLIN STRATEGIC SERIES069,017 00Against
Ultimus Managers Trust62,8655,607 00For
AMG Funds IV063,339 00Against
First Trust63,1900 00For
Brighthouse11,01938,620 6,2540Against
HOTCHKIS & WILEY FUNDS /DE/53,3000 00For
PROFESSIONALLY MANAGED PORTFOLIOS45,9650 00For
MassMutual3,20042,000 00Against
Invesco044,994 00Against
AMERICAN BEACON FUNDS44,4310 00For
Bridge Builder Trust25,21617,606 00For

Showing the 25 largest of 115 asset managers. See all 115 in the interactive database.

11. Vote on a shareholder proposal requesting shareholder approval of certain executive severance arrangements, if properly presented.

COMPENSATIONMajority of the votes cast: no

Meeting held 2025-04-24.

Combines 3 wordings of this item as funds reported it.

33% Majority: no · of votes cast

FOR 33%AGAINST 67%
FOR: 7,624,386AGAINST: 15,667,017

LITHIA MOTORS INC.’s own tally for this item (“Proposal 5: Vote on a shareholder proposal requesting shareholder approval of certain executive severance arrangements, if properly presented”): 7,624,386 for, 15,667,017 against, per its Form 8-K filed 2025-04-25 (Item 5.07). FOR was not more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 26,100,000 outstanding shares: 29% for, 60% against (89% of the company cast a for/against vote).

The 114 asset managers below cast 25% of the shares they voted on this item FOR (2,628,448 for, 7,703,154 against).

FOR 25%AGAINST 75%
FOR: 2,628,448 (25.4%)AGAINST: 7,703,154 (74.5%)ABSTAIN: 6,254 (0.1%)
Largest asset managers voting on “Vote on a shareholder proposal requesting shareholder approval of certain executive severance arrangements, if” at LITHIA MOTORS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard267,2632,686,520 00Against
HARRIS ASSOCIATES INVESTMENT TRUST01,519,400 00Against
BlackRock01,399,155 00Against
Dimensional1,010,5480 00For
Fidelity43,174921,758 00Against
MUTUAL FUND SERIES TRUST0223,835 00Against
Charles Schwab0207,795 00Against
State Street0191,718 00Against
John Hancock185,7290 00For
MADISON FUNDS0145,094 00Against
JPMorgan0123,817 00Against
Jackson National34,16348,297 00Against
Eaton Vance80,2170 00For
TIAA73,7400 00For
FRANKLIN STRATEGIC SERIES69,0170 00For
Ultimus Managers Trust68,4720 00For
AMG Funds IV63,3390 00For
First Trust63,1900 00For
Brighthouse49,6390 6,2540For
HOTCHKIS & WILEY FUNDS /DE/53,3000 00For
PROFESSIONALLY MANAGED PORTFOLIOS35,96510,000 00For
MassMutual42,0003,200 00For
Invesco044,994 00Against
AMERICAN BEACON FUNDS44,4310 00For
Bridge Builder Trust40,7992,023 00For

Showing the 25 largest of 114 asset managers. See all 114 in the interactive database.

12. Submit Severance Agreement to Shareholder Vote

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: no

Meeting held 2025-04-24.

33% Majority: no · of votes cast

FOR 33%AGAINST 67%
FOR: 7,624,386AGAINST: 15,667,017

LITHIA MOTORS INC.’s own tally for this item (“Proposal 5: Vote on a shareholder proposal requesting shareholder approval of certain executive severance arrangements, if properly presented”): 7,624,386 for, 15,667,017 against, per its Form 8-K filed 2025-04-25 (Item 5.07). FOR was not more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 26,100,000 outstanding shares: 29% for, 60% against (89% of the company cast a for/against vote).

The 3 asset managers below cast 100% of the shares they voted on this item FOR (14,056 for, 0 against).

FOR 100%
FOR: 14,056 (100.0%)
Largest asset managers voting on “Submit Severance Agreement to Shareholder Vote” at LITHIA MOTORS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Empower13,7670 00For
GuideStone1890 00For
Dalton Investments, Inc.1000 00For

13. To approve, by an advisory vote, named executive officer compensation.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2024-04-23 (outside the 2024-2025 season's 1 July to 30 June window; reported in this season's filings).

Combines 2 wordings of this item as funds reported it.

81% Majority: yes · of votes cast

FOR 81%AGAINST 19%
FOR: 20,092,168AGAINST: 4,682,769

LITHIA MOTORS INC.’s own tally for this item (“Proposal 2: Approval by Advisory Vote, of Executive Compensation”): 20,092,168 for, 4,682,769 against, per its Form 8-K filed 2024-04-24 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 26,100,000 outstanding shares: 77% for, 18% against (95% of the company cast a for/against vote).

The 2 asset managers below cast 0% of the shares they voted on this item FOR (0 for, 500 against).

AGAINST 100%
AGAINST: 500 (100.0%)
Largest asset managers voting on “To approve, by an advisory vote, named executive officer compensation.” at LITHIA MOTORS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
COLDSTREAM CAPITAL MANAGEMENT INC0500 00Against
Echo45 Advisors LLC00 00--

14. Election of Directors (Majority Voting)

DIRECTOR ELECTIONS

Meeting held 2025-04-24.

All nominees (reported as one line). These filers reported the election of directors as a single line covering every nominee. It is not attributed to any one director, and no share total is shown for it.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR.

FOR: 100.0%
Largest asset managers voting on “Election of Directors (Majority Voting)” at LITHIA MOTORS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
AMERICAN PENSION INVESTORS TRUST2,1000 00For
Simplify Exchange Traded Funds70 00For

Largest LITHIA MOTORS INC. shareholders voting in 2024-2025

Ranked by the number of LITHIA MOTORS INC. shares each manager voted on the most widely held ballot item of the 2024-2025 meeting, shown as a share of the 26,100,000 shares outstanding at the time of that meeting.

Top LITHIA MOTORS INC. shareholders by shares voted, 2024-2025
#Asset manager % of shares outstanding
1Vanguard 11.57%
2ABRAMS CAPITAL MANAGEMENT, L.P. 9.37%
3BlackRock 8.07%
4HARRIS ASSOCIATES L P 7.32%
5Fidelity 5.88%
6HARRIS ASSOCIATES INVESTMENT TRUST 5.82%
7Dimensional 4.44%
8State Street 3.68%
9Conifer Management, L.L.C. 1.92%
10GEODE CAPITAL MANAGEMENT, LLC 1.72%

Reported LITHIA MOTORS INC. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

LITHIA MOTORS INC. beneficial owners on record for the 2024-2025 proxy season
Holder % outstanding Disclosure
Vanguard Group 10.24% 13F
BlackRock 9.89% 13F
Abrams Capital Management, LLC 9.54% 13G
HARRIS ASSOCIATES L P 7.50% 13G
Barrow Hanley Global Investors 6.16% DEF14A
Dimensional Fund Advisors 4.86% 13F
State Street 3.25% 13F
FMR (Fidelity) 1.85% 13F
Geode Capital 1.79% 13F
Morgan Stanley 1.44% 13F

Percentages above are of 26,100,000 shares outstanding, as reported by LITHIA MOTORS INC. on its Form 10-Q dated 2025-03-31 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from LITHIA MOTORS INC.’s 10-Q dated 2025-03-31. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At LITHIA MOTORS INC.'s shareholder meeting held 2025-04-24, in the 2024-2025 proxy season, 453 asset managers reported how they voted in their SEC Form N-PX filings, covering 4,809 separate fund positions. Their filings are grouped here into 14 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — To approve, by an advisory vote, named executive officer compensation. — FOR was 84% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: LITHIA MOTORS INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2025-04-25.

LITHIA MOTORS INC. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.