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Lithia Motors, Inc. 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and Lithia Motors, Inc.’s Form 8-K (Item 5.07 on EDGAR). Page generated 02 October 2026.

14Reported items
441Asset managers
6,410Fund votes
2026-04-30Meeting date

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

Explore Lithia Motors, Inc. in the interactive database Compare manager voting policies

Official 2025-2026 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 (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 2026-04-30
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Sidney B. DeBoer	20,535,705	359,509	11,054	--	1,455,270	Majority: yes
Elect Director: Bryan B. DeBoer	20,875,060	22,840	8,368	--	1,455,270	Majority: yes
Elect Director: Richard J. Bailey, Jr.	20,873,706	24,113	8,449	--	1,455,270	Majority: yes
Elect Director: Priya C. Huskins	20,741,577	157,409	7,282	--	1,455,270	Majority: yes
Elect Director: James E. Lentz	19,512,901	1,385,560	7,807	--	1,455,270	Majority: yes
Elect Director: Stacy C. Loretz-Congdon	20,695,982	202,416	7,870	--	1,455,270	Majority: yes
Elect Director: Shauna F. McIntyre	19,342,881	1,551,125	12,262	--	1,455,270	Majority: yes
Elect Director: Cassandra F. McKinney	19,517,071	1,381,828	7,369	--	1,455,270	Majority: yes
Elect Director: Louis P. Miramontes	19,486,115	1,407,214	12,939	--	1,455,270	Majority: yes
Elect Director: Heidi L. O'Neill	20,873,494	24,430	8,334	--	1,455,270	Majority: yes
Proposal 2: Advisory vote to approve the compensation of the Company's named executive officers	17,305,726	3,590,110	10,432	--	1,455,270	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, 2026	21,635,870	716,654	9,014	--	--	Majority: yes
Proposal 4: Shareholder proposal requesting a change to our board leadership structure, if properly presented.	4,227,366	16,647,183	31,719	--	1,455,270	Majority: no

Source: Lithia Motors, Inc., Form 8-K — read the filing on EDGAR.

How asset managers voted at the Lithia Motors, Inc. 2025-2026 meeting

Each item below shows how the 441 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

Combines 9 wordings of this item as funds reported it.

83% Majority: yes · of votes cast

FOR 83%AGAINST 17%

FOR: 17,305,726AGAINST: 3,590,110

Lithia Motors, Inc.’s own tally for this item (“Proposal 2: Advisory vote to approve the compensation of the Company's named executive officers”): 17,305,726 for, 3,590,110 against, per its Form 8-K (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 22,805,820 outstanding shares: 76% for, 16% against (92% of the company cast a for/against vote).

The 437 asset managers below cast 88% 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 company's reported shares outstanding.

FOR 88%12%

FOR: 88.3%AGAINST: 11.6%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., 2025-2026
Asset manager	For	Against	Vote
Fidelity	3,018,756	64,730	For
Vanguard	2,684,269	3,872	For
ABRAMS CAPITAL MANAGEMENT, L.P.	2,490,534	0	For
HARRIS ASSOCIATES L P	1,908,065	0	For
BlackRock	1,816,939	283	For
HARRIS ASSOCIATES INVESTMENT TRUST	1,555,400	0	For
State Street	684,535	384	For
River Road Asset Management, LLC	0	681,209	Against
Dimensional	0	572,499	Against
HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC	502,080	0	For
GEODE CAPITAL MANAGEMENT, LLC	459,172	0	For
Charles Schwab	426,979	83	For
John Hancock	251,841	27,233	For
BRIDGES INVESTMENT MANAGEMENT INC	269,443	0	For
Invesco	241,553	0	For
COOPERMAN LEON G	238,309	0	For
Northern Trust	227,382	0	For
LYRICAL ASSET MANAGEMENT LP	214,649	0	For
Conifer Management, L.L.C.	212,000	0	For
Tensile Capital Management LP	210,790	0	For
THOMPSON SIEGEL & WALMSLEY LLC	159,797	0	For
Natixis	142,831	8,799	For
ADVENT INTERNATIONAL, L.P.	148,339	0	For
Edward D. Jones & Co., L.P.	145,398	0	For
Chicago Capital, LLC	0	133,809	Against

Showing the 25 largest of 437 asset managers. See all 437 in the interactive database.

2. TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING DECEMBER 31, 2026.

AUDIT-RELATEDMajority of the votes cast: yes

Combines 4 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 21,635,870AGAINST: 716,654

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, 2026”): 21,635,870 for, 716,654 against, per its Form 8-K (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 22,805,820 outstanding shares: 95% for, 3% against (98% of the company cast a for/against vote).

The 113 asset managers below cast 99.9% of the shares they voted on this item FOR (10,004,631 for, 3,697 against).

FOR 99.9%

FOR: 10,004,631 (99.9%)AGAINST: 3,697 (0.0%)ABSTAIN: 5,544 (0.1%)NOT VOTED: 18 (0.0%)

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., 2025-2026
Asset manager	For	Against	Vote
Vanguard	2,491,209	1,474	For
Fidelity	1,602,044	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	1,555,400	0	For
BlackRock	1,324,839	0	For
Dimensional	415,914	0	For
Charles Schwab	212,795	0	For
State Street	192,155	11	For
John Hancock	146,954	0	For
MADISON FUNDS	130,479	0	For
Jackson National	124,793	0	For
MUTUAL FUND SERIES TRUST	123,611	0	For
Invesco	112,094	0	For
HENNESSY FUNDS TRUST	111,300	0	For
Columbia Threadneedle	101,578	0	For
HOTCHKIS & WILEY FUNDS /DE/	93,447	0	For
JPMorgan	91,261	0	For
AMERICAN BEACON FUNDS	84,263	0	For
TIAA	81,954	0	For
Transamerica	81,800	0	For
ProShares	77,515	0	For
WisdomTree	77,358	0	For
AMG Funds IV	76,405	0	For
Brinker Capital Destinations Trust	67,395	0	For
Ultimus Managers Trust	64,625	0	For
American Century	59,772	0	For

Showing the 25 largest of 113 asset managers. See all 113 in the interactive database.

3. To elect the ten director nominees named in the proxy statement: Bryan B. DeBoer

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

99.8% Majority: yes · of votes cast

FOR 99.8%

FOR: 20,875,060AGAINST: 22,840

Lithia Motors, Inc.’s own tally for this item (“Elect Director: Bryan B. DeBoer”): 20,875,060 for, 22,840 against, per its Form 8-K (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 22,805,820 outstanding shares: 92% for, 0.2% against (92% of the company cast a for/against vote).

The 112 asset managers below cast 100% of the shares they voted on this item FOR (10,006,229 for, 0 against).

FOR 99.9%

FOR: 10,006,229 (99.9%)ABSTAIN: 5,544 (0.1%)NOT VOTED: 18 (0.0%)

Largest asset managers voting on “To elect the ten director nominees named in the proxy statement: Bryan B. DeBoer” at Lithia Motors, Inc., 2025-2026
Asset manager	For	Vote
Vanguard	2,492,683	For
Fidelity	1,602,044	For
HARRIS ASSOCIATES INVESTMENT TRUST	1,555,400	For
BlackRock	1,324,839	For
Dimensional	415,914	For
Charles Schwab	212,795	For
State Street	192,166	For
John Hancock	146,954	For
MADISON FUNDS	130,479	For
Jackson National	124,793	For
MUTUAL FUND SERIES TRUST	123,611	For
Invesco	112,094	For
HENNESSY FUNDS TRUST	111,300	For
Columbia Threadneedle	101,578	For
HOTCHKIS & WILEY FUNDS /DE/	93,447	For
JPMorgan	91,261	For
AMERICAN BEACON FUNDS	84,263	For
TIAA	81,954	For
Transamerica	81,800	For
ProShares	77,515	For
WisdomTree	77,358	For
AMG Funds IV	76,405	For
Brinker Capital Destinations Trust	67,395	For
Ultimus Managers Trust	64,625	For
American Century	59,772	For

Showing the 25 largest of 112 asset managers. See all 112 in the interactive database.

4. To elect the ten director nominees named in the proxy statement: Cassandra M. McKinney

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%

FOR: 19,517,071AGAINST: 1,381,828

Lithia Motors, Inc.’s own tally for this item (“Elect Director: Cassandra F. McKinney”): 19,517,071 for, 1,381,828 against, per its Form 8-K (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 22,805,820 outstanding shares: 86% for, 6% against (92% of the company cast a for/against vote).

The 112 asset managers below cast 95% of the shares they voted on this item FOR (9,547,867 for, 458,362 against).

FOR 95%

FOR: 9,547,867 (95.4%)AGAINST: 458,362 (4.6%)ABSTAIN: 5,544 (0.1%)NOT VOTED: 18 (0.0%)

Largest asset managers voting on “To elect the ten director nominees named in the proxy statement: Cassandra M. McKinney” at Lithia Motors, Inc., 2025-2026
Asset manager	For	Against	Vote
Vanguard	2,492,679	4	For
Fidelity	1,602,044	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	1,555,400	0	For
BlackRock	1,324,839	0	For
Dimensional	0	415,914	Against
Charles Schwab	212,795	0	For
State Street	192,166	0	For
John Hancock	119,721	27,233	For
MADISON FUNDS	130,479	0	For
Jackson National	119,715	5,078	For
MUTUAL FUND SERIES TRUST	123,611	0	For
Invesco	112,094	0	For
HENNESSY FUNDS TRUST	111,300	0	For
Columbia Threadneedle	101,578	0	For
HOTCHKIS & WILEY FUNDS /DE/	93,447	0	For
JPMorgan	91,261	0	For
AMERICAN BEACON FUNDS	84,263	0	For
TIAA	81,954	0	For
Transamerica	81,800	0	For
ProShares	77,515	0	For
WisdomTree	77,358	0	For
AMG Funds IV	76,405	0	For
Brinker Capital Destinations Trust	67,395	0	For
Ultimus Managers Trust	64,625	0	For
American Century	59,772	0	For

Showing the 25 largest of 112 asset managers. See all 112 in the interactive database.

5. To elect the ten director nominees named in the proxy statement: Heidi L. O'Neill

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

99.8% Majority: yes · of votes cast

FOR 99.8%

FOR: 20,873,494AGAINST: 24,430

Lithia Motors, Inc.’s own tally for this item (“Elect Director: Heidi L. O'Neill”): 20,873,494 for, 24,430 against, per its Form 8-K (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 22,805,820 outstanding shares: 92% for, 0.2% against (92% of the company cast a for/against vote).

The 112 asset managers below cast 100% of the shares they voted on this item FOR (10,006,229 for, 0 against).

FOR 99.9%

FOR: 10,006,229 (99.9%)ABSTAIN: 5,544 (0.1%)NOT VOTED: 18 (0.0%)

Largest asset managers voting on “To elect the ten director nominees named in the proxy statement: Heidi L. O'Neill” at Lithia Motors, Inc., 2025-2026
Asset manager	For	Vote
Vanguard	2,492,683	For
Fidelity	1,602,044	For
HARRIS ASSOCIATES INVESTMENT TRUST	1,555,400	For
BlackRock	1,324,839	For
Dimensional	415,914	For
Charles Schwab	212,795	For
State Street	192,166	For
John Hancock	146,954	For
MADISON FUNDS	130,479	For
Jackson National	124,793	For
MUTUAL FUND SERIES TRUST	123,611	For
Invesco	112,094	For
HENNESSY FUNDS TRUST	111,300	For
Columbia Threadneedle	101,578	For
HOTCHKIS & WILEY FUNDS /DE/	93,447	For
JPMorgan	91,261	For
AMERICAN BEACON FUNDS	84,263	For
TIAA	81,954	For
Transamerica	81,800	For
ProShares	77,515	For
WisdomTree	77,358	For
AMG Funds IV	76,405	For
Brinker Capital Destinations Trust	67,395	For
Ultimus Managers Trust	64,625	For
American Century	59,772	For

Showing the 25 largest of 112 asset managers. See all 112 in the interactive database.

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

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%

FOR: 19,512,901AGAINST: 1,385,560

Lithia Motors, Inc.’s own tally for this item (“Elect Director: James E. Lentz”): 19,512,901 for, 1,385,560 against, per its Form 8-K (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 22,805,820 outstanding shares: 86% for, 6% against (92% of the company cast a for/against vote).

The 112 asset managers below cast 95% of the shares they voted on this item FOR (9,547,730 for, 458,499 against).

FOR 95%

FOR: 9,547,730 (95.4%)AGAINST: 458,499 (4.6%)ABSTAIN: 5,544 (0.1%)NOT VOTED: 18 (0.0%)

Largest asset managers voting on “To elect the ten director nominees named in the proxy statement: James E. Lentz” at Lithia Motors, Inc., 2025-2026
Asset manager	For	Against	Vote
Vanguard	2,492,679	4	For
Fidelity	1,602,044	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	1,555,400	0	For
BlackRock	1,324,839	0	For
Dimensional	0	415,914	Against
Charles Schwab	212,795	0	For
State Street	192,166	0	For
John Hancock	119,721	27,233	For
MADISON FUNDS	130,479	0	For
Jackson National	119,715	5,078	For
MUTUAL FUND SERIES TRUST	123,611	0	For
Invesco	112,094	0	For
HENNESSY FUNDS TRUST	111,300	0	For
Columbia Threadneedle	101,578	0	For
HOTCHKIS & WILEY FUNDS /DE/	93,447	0	For
JPMorgan	91,261	0	For
AMERICAN BEACON FUNDS	84,263	0	For
TIAA	81,954	0	For
Transamerica	81,800	0	For
ProShares	77,515	0	For
WisdomTree	77,358	0	For
AMG Funds IV	76,405	0	For
Brinker Capital Destinations Trust	67,395	0	For
Ultimus Managers Trust	64,625	0	For
American Century	59,772	0	For

Showing the 25 largest of 112 asset managers. See all 112 in the interactive database.

7. To elect the ten director nominees named in the proxy statement: Louis P. Miramontes

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%

FOR: 19,486,115AGAINST: 1,407,214

Lithia Motors, Inc.’s own tally for this item (“Elect Director: Louis P. Miramontes”): 19,486,115 for, 1,407,214 against, per its Form 8-K (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 22,805,820 outstanding shares: 85% for, 6% against (92% of the company cast a for/against vote).

The 112 asset managers below cast 95% of the shares they voted on this item FOR (9,547,730 for, 458,499 against).

FOR 95%

FOR: 9,547,730 (95.4%)AGAINST: 458,499 (4.6%)ABSTAIN: 5,544 (0.1%)NOT VOTED: 18 (0.0%)

Largest asset managers voting on “To elect the ten director nominees named in the proxy statement: Louis P. Miramontes” at Lithia Motors, Inc., 2025-2026
Asset manager	For	Against	Vote
Vanguard	2,492,679	4	For
Fidelity	1,602,044	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	1,555,400	0	For
BlackRock	1,324,839	0	For
Dimensional	0	415,914	Against
Charles Schwab	212,795	0	For
State Street	192,166	0	For
John Hancock	119,721	27,233	For
MADISON FUNDS	130,479	0	For
Jackson National	119,715	5,078	For
MUTUAL FUND SERIES TRUST	123,611	0	For
Invesco	112,094	0	For
HENNESSY FUNDS TRUST	111,300	0	For
Columbia Threadneedle	101,578	0	For
HOTCHKIS & WILEY FUNDS /DE/	93,447	0	For
JPMorgan	91,261	0	For
AMERICAN BEACON FUNDS	84,263	0	For
TIAA	81,954	0	For
Transamerica	81,800	0	For
ProShares	77,515	0	For
WisdomTree	77,358	0	For
AMG Funds IV	76,405	0	For
Brinker Capital Destinations Trust	67,395	0	For
Ultimus Managers Trust	64,625	0	For
American Century	59,772	0	For

Showing the 25 largest of 112 asset managers. See all 112 in the interactive database.

8. To elect the ten director nominees named in the proxy statement: Priya C. Huskins

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

99.2% Majority: yes · of votes cast

FOR 99.2%

FOR: 20,741,577AGAINST: 157,409

Lithia Motors, Inc.’s own tally for this item (“Elect Director: Priya C. Huskins”): 20,741,577 for, 157,409 against, per its Form 8-K (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 22,805,820 outstanding shares: 91% for, 0.7% against (92% of the company cast a for/against vote).

The 112 asset managers below cast 99.7% of the shares they voted on this item FOR (9,982,453 for, 23,776 against).

FOR 99.7%

FOR: 9,982,453 (99.7%)AGAINST: 23,776 (0.2%)ABSTAIN: 5,544 (0.1%)NOT VOTED: 18 (0.0%)

Largest asset managers voting on “To elect the ten director nominees named in the proxy statement: Priya C. Huskins” at Lithia Motors, Inc., 2025-2026
Asset manager	For	Vote
Vanguard	2,492,683	For
Fidelity	1,602,044	For
HARRIS ASSOCIATES INVESTMENT TRUST	1,555,400	For
BlackRock	1,324,839	For
Dimensional	415,914	For
Charles Schwab	212,795	For
State Street	192,166	For
John Hancock	146,954	For
MADISON FUNDS	130,479	For
Jackson National	124,793	For
MUTUAL FUND SERIES TRUST	123,611	For
Invesco	112,094	For
HENNESSY FUNDS TRUST	111,300	For
Columbia Threadneedle	101,578	For
HOTCHKIS & WILEY FUNDS /DE/	93,447	For
JPMorgan	91,261	For
AMERICAN BEACON FUNDS	84,263	For
TIAA	81,954	For
Transamerica	81,800	For
ProShares	77,515	For
WisdomTree	77,358	For
AMG Funds IV	76,405	For
Brinker Capital Destinations Trust	67,395	For
Ultimus Managers Trust	64,625	For
American Century	59,772	For

Showing the 25 largest of 112 asset managers. See all 112 in the interactive database.

9. To elect the ten director nominees named in the proxy statement: Richard J. Bailey, Jr.

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

99.8% Majority: yes · of votes cast

FOR 99.8%

FOR: 20,873,706AGAINST: 24,113

Lithia Motors, Inc.’s own tally for this item (“Elect Director: Richard J. Bailey, Jr.”): 20,873,706 for, 24,113 against, per its Form 8-K (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 22,805,820 outstanding shares: 92% for, 0.2% against (92% of the company cast a for/against vote).

The 112 asset managers below cast 100% of the shares they voted on this item FOR (10,006,229 for, 0 against).

FOR 99.9%

FOR: 10,006,229 (99.9%)ABSTAIN: 5,544 (0.1%)NOT VOTED: 18 (0.0%)

Largest asset managers voting on “To elect the ten director nominees named in the proxy statement: Richard J. Bailey, Jr.” at Lithia Motors, Inc., 2025-2026
Asset manager	For	Vote
Vanguard	2,492,683	For
Fidelity	1,602,044	For
HARRIS ASSOCIATES INVESTMENT TRUST	1,555,400	For
BlackRock	1,324,839	For
Dimensional	415,914	For
Charles Schwab	212,795	For
State Street	192,166	For
John Hancock	146,954	For
MADISON FUNDS	130,479	For
Jackson National	124,793	For
MUTUAL FUND SERIES TRUST	123,611	For
Invesco	112,094	For
HENNESSY FUNDS TRUST	111,300	For
Columbia Threadneedle	101,578	For
HOTCHKIS & WILEY FUNDS /DE/	93,447	For
JPMorgan	91,261	For
AMERICAN BEACON FUNDS	84,263	For
TIAA	81,954	For
Transamerica	81,800	For
ProShares	77,515	For
WisdomTree	77,358	For
AMG Funds IV	76,405	For
Brinker Capital Destinations Trust	67,395	For
Ultimus Managers Trust	64,625	For
American Century	59,772	For

Showing the 25 largest of 112 asset managers. See all 112 in the interactive database.

10. To elect the ten director nominees named in the proxy statement: Shauna F. McIntyre

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%7%

FOR: 19,342,881AGAINST: 1,551,125

Lithia Motors, Inc.’s own tally for this item (“Elect Director: Shauna F. McIntyre”): 19,342,881 for, 1,551,125 against, per its Form 8-K (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 22,805,820 outstanding shares: 85% for, 7% against (92% of the company cast a for/against vote).

The 112 asset managers below cast 95% of the shares they voted on this item FOR (9,547,730 for, 458,499 against).

FOR 95%

FOR: 9,547,730 (95.4%)AGAINST: 458,499 (4.6%)ABSTAIN: 5,544 (0.1%)NOT VOTED: 18 (0.0%)

Largest asset managers voting on “To elect the ten director nominees named in the proxy statement: Shauna F. McIntyre” at Lithia Motors, Inc., 2025-2026
Asset manager	For	Against	Vote
Vanguard	2,492,679	4	For
Fidelity	1,602,044	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	1,555,400	0	For
BlackRock	1,324,839	0	For
Dimensional	0	415,914	Against
Charles Schwab	212,795	0	For
State Street	192,166	0	For
John Hancock	119,721	27,233	For
MADISON FUNDS	130,479	0	For
Jackson National	119,715	5,078	For
MUTUAL FUND SERIES TRUST	123,611	0	For
Invesco	112,094	0	For
HENNESSY FUNDS TRUST	111,300	0	For
Columbia Threadneedle	101,578	0	For
HOTCHKIS & WILEY FUNDS /DE/	93,447	0	For
JPMorgan	91,261	0	For
AMERICAN BEACON FUNDS	84,263	0	For
TIAA	81,954	0	For
Transamerica	81,800	0	For
ProShares	77,515	0	For
WisdomTree	77,358	0	For
AMG Funds IV	76,405	0	For
Brinker Capital Destinations Trust	67,395	0	For
Ultimus Managers Trust	64,625	0	For
American Century	59,772	0	For

Showing the 25 largest of 112 asset managers. See all 112 in the interactive database.

11. To elect the ten director nominees named in the proxy statement: Sidney B. DeBoer

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 20,535,705AGAINST: 359,509

Lithia Motors, Inc.’s own tally for this item (“Elect Director: Sidney B. DeBoer”): 20,535,705 for, 359,509 against, per its Form 8-K (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 22,805,820 outstanding shares: 90% for, 2% against (92% of the company cast a for/against vote).

The 112 asset managers below cast 99.6% of the shares they voted on this item FOR (9,973,806 for, 32,423 against).

FOR 99.6%

FOR: 9,973,806 (99.6%)AGAINST: 32,423 (0.3%)ABSTAIN: 5,544 (0.1%)NOT VOTED: 18 (0.0%)

Largest asset managers voting on “To elect the ten director nominees named in the proxy statement: Sidney B. DeBoer” at Lithia Motors, Inc., 2025-2026
Asset manager	For	Against	Vote
Vanguard	2,491,211	1,472	For
Fidelity	1,602,044	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	1,555,400	0	For
BlackRock	1,324,839	0	For
Dimensional	412,427	3,487	For
Charles Schwab	212,795	0	For
State Street	192,158	8	For
John Hancock	119,721	27,233	For
MADISON FUNDS	130,479	0	For
Jackson National	124,793	0	For
MUTUAL FUND SERIES TRUST	123,611	0	For
Invesco	112,094	0	For
HENNESSY FUNDS TRUST	111,300	0	For
Columbia Threadneedle	101,578	0	For
HOTCHKIS & WILEY FUNDS /DE/	93,447	0	For
JPMorgan	91,261	0	For
AMERICAN BEACON FUNDS	84,263	0	For
TIAA	81,954	0	For
Transamerica	81,800	0	For
ProShares	77,515	0	For
WisdomTree	77,358	0	For
AMG Funds IV	76,405	0	For
Brinker Capital Destinations Trust	67,395	0	For
Ultimus Managers Trust	64,625	0	For
American Century	59,772	0	For

Showing the 25 largest of 112 asset managers. See all 112 in the interactive database.

12. To elect the ten director nominees named in the proxy statement: Stacy C. Loretz-Congdon

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

99.0% Majority: yes · of votes cast

FOR 99.0%

FOR: 20,695,982AGAINST: 202,416

Lithia Motors, Inc.’s own tally for this item (“Elect Director: Stacy C. Loretz-Congdon”): 20,695,982 for, 202,416 against, per its Form 8-K (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 22,805,820 outstanding shares: 91% for, 0.9% against (92% of the company cast a for/against vote).

The 112 asset managers below cast 99.9% of the shares they voted on this item FOR (10,006,092 for, 137 against).

FOR 99.9%

FOR: 10,006,092 (99.9%)AGAINST: 137 (0.0%)ABSTAIN: 5,544 (0.1%)NOT VOTED: 18 (0.0%)

Largest asset managers voting on “To elect the ten director nominees named in the proxy statement: Stacy C. Loretz-Congdon” at Lithia Motors, Inc., 2025-2026
Asset manager	For	Vote
Vanguard	2,492,683	For
Fidelity	1,602,044	For
HARRIS ASSOCIATES INVESTMENT TRUST	1,555,400	For
BlackRock	1,324,839	For
Dimensional	415,914	For
Charles Schwab	212,795	For
State Street	192,166	For
John Hancock	146,954	For
MADISON FUNDS	130,479	For
Jackson National	124,793	For
MUTUAL FUND SERIES TRUST	123,611	For
Invesco	112,094	For
HENNESSY FUNDS TRUST	111,300	For
Columbia Threadneedle	101,578	For
HOTCHKIS & WILEY FUNDS /DE/	93,447	For
JPMorgan	91,261	For
AMERICAN BEACON FUNDS	84,263	For
TIAA	81,954	For
Transamerica	81,800	For
ProShares	77,515	For
WisdomTree	77,358	For
AMG Funds IV	76,405	For
Brinker Capital Destinations Trust	67,395	For
Ultimus Managers Trust	64,625	For
American Century	59,772	For

Showing the 25 largest of 112 asset managers. See all 112 in the interactive database.

13. VOTE ON A SHAREHOLDER PROPOSAL REQUESTING A CHANGE TO OUR BOARD LEADERSHIP STRUCTURE, IF PROPERLY PRESENTED.

CORPORATE GOVERNANCEMajority of the votes cast: no

Combines 2 wordings of this item as funds reported it.

20% Majority: no · of votes cast

FOR 20%AGAINST 80%

FOR: 4,227,366AGAINST: 16,647,183

Lithia Motors, Inc.’s own tally for this item (“Proposal 4: Shareholder proposal requesting a change to our board leadership structure, if properly presented.”): 4,227,366 for, 16,647,183 against, per its Form 8-K (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 22,805,820 outstanding shares: 19% for, 73% against (92% of the company cast a for/against vote).

The 110 asset managers below cast 12% of the shares they voted on this item FOR (1,220,841 for, 8,764,608 against).

12%AGAINST 88%

FOR: 1,220,841 (12.2%)AGAINST: 8,764,608 (87.7%)ABSTAIN: 5,544 (0.1%)NOT VOTED: 3,124 (0.0%)

Largest asset managers voting on “VOTE ON A SHAREHOLDER PROPOSAL REQUESTING A CHANGE TO OUR BOARD LEADERSHIP STRUCTURE, IF PROPERLY PRESENTED.” at Lithia Motors, Inc., 2025-2026
Asset manager	For	Against	Vote
Vanguard	1,482	2,491,201	Against
Fidelity	71,930	1,530,114	Against
HARRIS ASSOCIATES INVESTMENT TRUST	0	1,555,400	Against
BlackRock	0	1,324,839	Against
Dimensional	0	415,914	Against
Charles Schwab	42	212,753	Against
State Street	133	192,033	Against
John Hancock	119,721	27,233	For
MADISON FUNDS	0	130,479	Against
Jackson National	119,715	5,078	For
MUTUAL FUND SERIES TRUST	252	123,359	Against
Invesco	0	112,094	Against
HENNESSY FUNDS TRUST	0	111,300	Against
Columbia Threadneedle	101,578	0	For
HOTCHKIS & WILEY FUNDS /DE/	0	93,447	Against
JPMorgan	0	91,261	Against
AMERICAN BEACON FUNDS	0	84,263	Against
TIAA	81,954	0	For
Transamerica	81,800	0	For
ProShares	77,515	0	For
WisdomTree	77,358	0	For
AMG Funds IV	76,405	0	For
Brinker Capital Destinations Trust	67,265	130	For
Ultimus Managers Trust	6,163	58,462	Against
American Century	0	59,772	Against

Showing the 25 largest of 110 asset managers. See all 110 in the interactive database.

14. Require Independent Board Chair

CORPORATE GOVERNANCE

66% fund support · no official result

FOR 66%AGAINST 34%

The 2 asset managers below cast 66% of the shares they voted on this item FOR (11,720 for, 5,954 against).

FOR: 11,720 (66.3%)AGAINST: 5,954 (33.7%)

Largest asset managers voting on “Require Independent Board Chair” at Lithia Motors, Inc., 2025-2026
Asset manager	For	Against	Abstain	Withheld	Vote
Empower	11,220	5,954	0	0	For
NORTHERN LIGHTS FUND TRUST II	500	0	0	0	For

Largest Lithia Motors, Inc. shareholders voting in 2025-2026

Ranked by the number of Lithia Motors, Inc. shares each manager voted on the most widely held ballot item of the 2025-2026 meeting, shown as a share of the 22,805,820 shares outstanding at the time of that meeting.

Top Lithia Motors, Inc. shareholders by shares voted, 2025-2026
#	Asset manager	% of shares outstanding
1	Fidelity	13.52%
2	Vanguard	11.79%
3	ABRAMS CAPITAL MANAGEMENT, L.P.	10.92%
4	HARRIS ASSOCIATES L P	8.37%
5	BlackRock	7.97%
6	HARRIS ASSOCIATES INVESTMENT TRUST	6.82%
7	State Street	3.00%
8	River Road Asset Management, LLC	2.99%
9	Dimensional	2.51%
10	HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC	2.20%

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 2025-2026 proxy season
Holder	% outstanding	Disclosure
BlackRock	11.01%	13F
Abrams Capital Management, LP	10.92%	DEF14A
Vanguard Group	10.62%	13F
HARRIS ASSOCIATES L P	8.58%	13G
FMR (Fidelity)	7.76%	13F
Dimensional Fund Advisors	6.09%	13F
State Street	3.46%	13F
Geode Capital	2.06%	13F
Northern Trust	1.01%	13F
Charles Schwab	1.00%	13F

Percentages above are of 22,805,820 shares outstanding, as reported by Lithia Motors, Inc. on its Form 10-Q dated 2026-04-29 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 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 2026-04-29. 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 2026-04-30, in the 2025-2026 proxy season, 441 asset managers reported how they voted in their SEC Form N-PX filings, covering 6,410 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 83% 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 (filing date not recorded for this item).

Lithia Motors, Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).