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LITHIA MOTORS INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and LITHIA MOTORS INC.’s Form 8-K, filed April 24, 2024 (Item 5.07 on EDGAR). Page generated October 25, 2026.

9Ballot items
413Asset managers
4,098Fund votes
April 23, 2024Meeting date

Results at a glance

Meeting of April 23, 2024: 9 items on LITHIA MOTORS INC.’s Form 8-K, filed April 24, 2024: 9 without a stated outcome.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

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

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

Official 2023-2024 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 April 24, 2024 (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 April 23, 2024
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Sidney B. DeBoer	23,985,189	790,775	15,751	--	1,808,054	97%	Not verified	—
Elect Director: Bryan B. DeBoer	24,763,968	16,706	11,041	--	1,808,054	99.9%	Not verified	—
Elect Director: James E. Lentz	24,672,853	107,830	11,032	--	1,808,054	99.5%	Not verified	—
Elect Director: Stacy C. Loretz-Congdon	24,553,144	226,868	11,703	--	1,808,054	99.0%	Not verified	—
Elect Director: Shauna F. McIntyre	24,672,430	108,323	10,962	--	1,808,054	99.5%	Not verified	—
Elect Director: Louis P. Miramontes	23,198,492	1,559,683	33,540	--	1,808,054	94%	Not verified	—
Elect Director: David J. Robino	21,560,871	3,219,471	11,373	--	1,808,054	87%	Not verified	—
2. Approval by Advisory Vote, of Executive Compensation	20,092,168	4,682,769	16,778	--	1,808,054	81%	Not verified	—
3. Ratification of Appointment of KPMG LLP as the Company's Independent Registered Public Accounting Firm for the Year Ending December 31, 2024	24,432,893	2,152,066	14,810	--	--	92%	Not verified	—

Source: LITHIA MOTORS INC., Form 8-K, filed with the SEC on April 24, 2024 — read the filing on EDGAR.

How asset managers voted at the LITHIA MOTORS INC. 2023-2024 meeting

Each item below shows how the 413 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.

1. Elect Director: Bryan B. DeBoer

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

99.9% Majority: yes · of votes cast

FOR 99.9%

FOR: 24,763,968AGAINST: 16,706

Details: description as filed, official tally, votes by 110 asset managers

Description as filed by funds: To elect the seven director nominees named in the proxy statement: Bryan B. DeBoer

LITHIA MOTORS INC.’s own tally for this item (“Elect Director: Bryan B. DeBoer”): 24,763,968 for, 16,706 against, per its Form 8-K filed April 24, 2024 (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.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 110 asset managers below reported 10,487,037 for, 8 against, 8,999 abstained.

FOR

FOR: 10,487,037AGAINST: 8ABSTAIN: 8,999

Largest asset managers voting on “To elect the seven director nominees named in the proxy statement: Bryan B. DeBoer” at LITHIA MOTORS INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	2,877,010	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	1,595,300	0	For
BlackRock	1,330,103	0	For
Fidelity	950,331	0	For
Dimensional	590,310	0	For
MUTUAL FUND SERIES TRUST	270,608	0	For
Charles Schwab	210,639	0	For
JPMorgan	195,532	0	For
Bridge Builder Trust	187,466	0	For
Invesco	178,266	0	For
John Hancock	162,075	0	For
AllianceBernstein	154,634	0	For
Principal	131,874	0	For
State Street	124,896	8	For
AB DISCOVERY GROWTH FUND, INC.	115,624	0	For
Equitable	89,171	0	For
Russell Investments	85,072	0	For
First Trust	78,985	0	For
SEI	78,874	0	For
TIAA	71,523	0	For
FRANKLIN STRATEGIC SERIES	69,726	0	For
Jackson National	65,822	0	For
AMERICAN BEACON FUNDS	62,637	0	For
AIG/SunAmerica	57,694	0	For
Eaton Vance	50,104	0	For

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

2. Elect Director: David J. Robino

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

87% Majority: yes · of votes cast

FOR 87%

FOR: 21,560,871AGAINST: 3,219,471

Details: description as filed, official tally, votes by 110 asset managers

Description as filed by funds: To elect the seven director nominees named in the proxy statement: David J. Robino

LITHIA MOTORS INC.’s own tally for this item (“Elect Director: David J. Robino”): 21,560,871 for, 3,219,471 against, per its Form 8-K filed April 24, 2024 (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.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 87% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 110 asset managers below reported 9,789,368 for, 697,677 against, 8,999 abstained.

FOR

FOR: 9,789,368AGAINST: 697,677ABSTAIN: 8,999

Largest asset managers voting on “To elect the seven director nominees named in the proxy statement: David J. Robino” at LITHIA MOTORS INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	2,877,010	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	1,595,300	0	For
BlackRock	1,330,103	0	For
Fidelity	950,331	0	For
Dimensional	590,310	0	For
MUTUAL FUND SERIES TRUST	270,608	0	For
Charles Schwab	210,639	0	For
JPMorgan	195,532	0	For
Bridge Builder Trust	2,038	185,428	Against
Invesco	178,266	0	For
John Hancock	162,075	0	For
AllianceBernstein	154,634	0	For
Principal	52,298	79,576	Mixed
State Street	89	124,815	Against
AB DISCOVERY GROWTH FUND, INC.	115,624	0	For
Equitable	89,171	0	For
Russell Investments	85,072	0	For
First Trust	78,985	0	For
SEI	78,874	0	For
TIAA	71,523	0	For
FRANKLIN STRATEGIC SERIES	69,726	0	For
Jackson National	9,590	56,232	Mixed
AMERICAN BEACON FUNDS	0	62,637	Against
AIG/SunAmerica	57,694	0	For
Eaton Vance	50,104	0	For

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

3. Elect Director: Louis P. Miramontes

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%

FOR: 23,198,492AGAINST: 1,559,683

Details: description as filed, official tally, votes by 110 asset managers

Description as filed by funds: To elect the seven director nominees named in the proxy statement: Louis P. Miramontes

LITHIA MOTORS INC.’s own tally for this item (“Elect Director: Louis P. Miramontes”): 23,198,492 for, 1,559,683 against, per its Form 8-K filed April 24, 2024 (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.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 110 asset managers below reported 9,768,099 for, 718,946 against, 8,999 abstained.

FOR

FOR: 9,768,099AGAINST: 718,946ABSTAIN: 8,999

Largest asset managers voting on “To elect the seven director nominees named in the proxy statement: Louis P. Miramontes” at LITHIA MOTORS INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	2,877,010	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	1,595,300	0	For
BlackRock	1,330,103	0	For
Fidelity	950,331	0	For
Dimensional	0	590,310	Against
MUTUAL FUND SERIES TRUST	270,608	0	For
Charles Schwab	210,639	0	For
JPMorgan	195,532	0	For
Bridge Builder Trust	164,982	22,484	Mixed
Invesco	178,266	0	For
John Hancock	138,775	23,300	Mixed
AllianceBernstein	154,634	0	For
Principal	131,874	0	For
State Street	124,881	23	For
AB DISCOVERY GROWTH FUND, INC.	115,624	0	For
Equitable	89,171	0	For
Russell Investments	85,072	0	For
First Trust	78,985	0	For
SEI	78,874	0	For
TIAA	71,523	0	For
FRANKLIN STRATEGIC SERIES	69,726	0	For
Jackson National	62,791	3,031	For
AMERICAN BEACON FUNDS	62,637	0	For
AIG/SunAmerica	57,694	0	For
Eaton Vance	50,104	0	For

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

4. Elect Director: Shauna F. McIntyre

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

99.5% Majority: yes · of votes cast

FOR 99.5%

FOR: 24,672,430AGAINST: 108,323

Details: description as filed, official tally, votes by 110 asset managers

Description as filed by funds: To elect the seven director nominees named in the proxy statement: Shauna F. McIntyre

LITHIA MOTORS INC.’s own tally for this item (“Elect Director: Shauna F. McIntyre”): 24,672,430 for, 108,323 against, per its Form 8-K filed April 24, 2024 (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.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 110 asset managers below reported 10,487,037 for, 8 against, 8,999 abstained.

FOR

FOR: 10,487,037AGAINST: 8ABSTAIN: 8,999

Largest asset managers voting on “To elect the seven director nominees named in the proxy statement: Shauna F. McIntyre” at LITHIA MOTORS INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	2,877,010	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	1,595,300	0	For
BlackRock	1,330,103	0	For
Fidelity	950,331	0	For
Dimensional	590,310	0	For
MUTUAL FUND SERIES TRUST	270,608	0	For
Charles Schwab	210,639	0	For
JPMorgan	195,532	0	For
Bridge Builder Trust	187,466	0	For
Invesco	178,266	0	For
John Hancock	162,075	0	For
AllianceBernstein	154,634	0	For
Principal	131,874	0	For
State Street	124,896	8	For
AB DISCOVERY GROWTH FUND, INC.	115,624	0	For
Equitable	89,171	0	For
Russell Investments	85,072	0	For
First Trust	78,985	0	For
SEI	78,874	0	For
TIAA	71,523	0	For
FRANKLIN STRATEGIC SERIES	69,726	0	For
Jackson National	65,822	0	For
AMERICAN BEACON FUNDS	62,637	0	For
AIG/SunAmerica	57,694	0	For
Eaton Vance	50,104	0	For

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

5. Elect Director: Sidney B. DeBoer

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 23,985,189AGAINST: 790,775

Details: description as filed, official tally, votes by 110 asset managers

Description as filed by funds: To elect the seven director nominees named in the proxy statement: Sidney B. DeBoer

LITHIA MOTORS INC.’s own tally for this item (“Elect Director: Sidney B. DeBoer”): 23,985,189 for, 790,775 against, per its Form 8-K filed April 24, 2024 (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.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 110 asset managers below reported 10,412,287 for, 74,758 against, 8,999 abstained.

FOR

FOR: 10,412,287AGAINST: 74,758ABSTAIN: 8,999

Largest asset managers voting on “To elect the seven director nominees named in the proxy statement: Sidney B. DeBoer” at LITHIA MOTORS INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	2,877,010	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	1,595,300	0	For
BlackRock	1,330,103	0	For
Fidelity	950,331	0	For
Dimensional	590,310	0	For
MUTUAL FUND SERIES TRUST	270,608	0	For
Charles Schwab	210,639	0	For
JPMorgan	195,532	0	For
Bridge Builder Trust	187,466	0	For
Invesco	178,266	0	For
John Hancock	162,075	0	For
AllianceBernstein	154,634	0	For
Principal	131,874	0	For
State Street	124,894	10	For
AB DISCOVERY GROWTH FUND, INC.	115,624	0	For
Equitable	89,171	0	For
Russell Investments	85,072	0	For
First Trust	78,985	0	For
SEI	78,874	0	For
TIAA	71,523	0	For
FRANKLIN STRATEGIC SERIES	69,726	0	For
Jackson National	65,822	0	For
AMERICAN BEACON FUNDS	62,637	0	For
AIG/SunAmerica	57,694	0	For
Eaton Vance	50,104	0	For

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

6. Elect Director: Stacy C. Loretz-Congdon

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

99.0% Majority: yes · of votes cast

FOR 99.0%

FOR: 24,553,144AGAINST: 226,868

Details: description as filed, official tally, votes by 110 asset managers

Description as filed by funds: To elect the seven director nominees named in the proxy statement: Stacy C. Loretz-Congdon

LITHIA MOTORS INC.’s own tally for this item (“Elect Director: Stacy C. Loretz-Congdon”): 24,553,144 for, 226,868 against, per its Form 8-K filed April 24, 2024 (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.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 110 asset managers below reported 10,440,884 for, 46,161 against, 8,999 abstained.

FOR

FOR: 10,440,884AGAINST: 46,161ABSTAIN: 8,999

Largest asset managers voting on “To elect the seven director nominees named in the proxy statement: Stacy C. Loretz-Congdon” at LITHIA MOTORS INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	2,877,010	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	1,595,300	0	For
BlackRock	1,330,103	0	For
Fidelity	950,331	0	For
Dimensional	590,310	0	For
MUTUAL FUND SERIES TRUST	270,608	0	For
Charles Schwab	210,639	0	For
JPMorgan	195,532	0	For
Bridge Builder Trust	164,982	22,484	Mixed
Invesco	178,266	0	For
John Hancock	162,075	0	For
AllianceBernstein	154,634	0	For
Principal	131,874	0	For
State Street	124,881	23	For
AB DISCOVERY GROWTH FUND, INC.	115,624	0	For
Equitable	89,171	0	For
Russell Investments	85,072	0	For
First Trust	78,985	0	For
SEI	78,874	0	For
TIAA	71,523	0	For
FRANKLIN STRATEGIC SERIES	69,726	0	For
Jackson National	65,822	0	For
AMERICAN BEACON FUNDS	62,637	0	For
AIG/SunAmerica	57,694	0	For
Eaton Vance	50,104	0	For

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

7. Elect Director: James E. Lentz

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

99.5% Majority: yes · of votes cast

FOR 99.5%

FOR: 24,672,853AGAINST: 107,830

Details: description as filed, official tally, votes by 109 asset managers

Description as filed by funds: To elect the seven director nominees named in the proxy statement: James E. Lentz

LITHIA MOTORS INC.’s own tally for this item (“Elect Director: James E. Lentz”): 24,672,853 for, 107,830 against, per its Form 8-K filed April 24, 2024 (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.

The 109 asset managers below reported 10,486,967 for, 8 against, 8,999 abstained.

FOR

FOR: 10,486,967AGAINST: 8ABSTAIN: 8,999

Largest asset managers voting on “To elect the seven director nominees named in the proxy statement: James E. Lentz” at LITHIA MOTORS INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	2,877,010	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	1,595,300	0	For
BlackRock	1,330,103	0	For
Fidelity	950,331	0	For
Dimensional	590,310	0	For
MUTUAL FUND SERIES TRUST	270,608	0	For
Charles Schwab	210,639	0	For
JPMorgan	195,532	0	For
Bridge Builder Trust	187,466	0	For
Invesco	178,266	0	For
John Hancock	162,075	0	For
AllianceBernstein	154,634	0	For
Principal	131,874	0	For
State Street	124,896	8	For
AB DISCOVERY GROWTH FUND, INC.	115,624	0	For
Equitable	89,171	0	For
Russell Investments	85,072	0	For
First Trust	78,985	0	For
SEI	78,874	0	For
TIAA	71,523	0	For
FRANKLIN STRATEGIC SERIES	69,726	0	For
Jackson National	65,822	0	For
AMERICAN BEACON FUNDS	62,637	0	For
AIG/SunAmerica	57,694	0	For
Eaton Vance	50,104	0	For

Showing the 25 largest of 109 asset managers. See all 109 in the interactive database.

8. 2. Approval by Advisory Vote, of Executive Compensation

Outcome not verified Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Not verified

Combines 13 wordings of this item as funds reported it.

81% Majority: yes · of votes cast

FOR 81%AGAINST

FOR: 20,092,168AGAINST: 4,682,769

Details: description as filed, official tally, votes by 408 asset managers

Description as filed by funds: To approve, by an advisory vote, named executive officer compensation.

LITHIA MOTORS INC.’s own tally for this item (“2. Approval by Advisory Vote, of Executive Compensation”): 20,092,168 for, 4,682,769 against, per its Form 8-K filed April 24, 2024 (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.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 81% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 109 asset managers voting on “To approve, by an advisory vote, named executive officer compensation.” at LITHIA MOTORS INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	2,834,860	42,150	For
HARRIS ASSOCIATES INVESTMENT TRUST	1,595,300	0	For
BlackRock	1,330,103	0	For
Fidelity	934,880	15,451	For
Dimensional	0	590,310	Against
MUTUAL FUND SERIES TRUST	270,608	0	For
Charles Schwab	210,639	0	For
JPMorgan	195,532	0	For
Bridge Builder Trust	24,522	162,944	Mixed
Invesco	178,266	0	For
John Hancock	121,835	40,240	Mixed
AllianceBernstein	154,634	0	For
Principal	52,298	79,576	Mixed
State Street	124,904	0	For
AB DISCOVERY GROWTH FUND, INC.	115,624	0	For
Equitable	89,171	0	For
Russell Investments	0	85,072	Against
First Trust	78,985	0	For
SEI	0	78,874	Against
TIAA	71,523	0	For
FRANKLIN STRATEGIC SERIES	0	69,726	Against
Jackson National	56,232	9,590	Mixed
AMERICAN BEACON FUNDS	0	62,637	Against
AIG/SunAmerica	57,694	0	For
Eaton Vance	50,104	0	For

Fund voting reports, all 109 managers: 9,041,389 for, 1,447,594 against, 8,999 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 327 asset managers voting on “To approve, by an advisory vote, named executive officer compensation.” at LITHIA MOTORS INC., 2023-2024
Asset manager	For	Against	Vote
Lazard	16,000,000	0	For
ABRAMS CAPITAL MANAGEMENT, L.P.	2,391,188	0	For
HARRIS ASSOCIATES L P	2,031,759	0	For
BARROW HANLEY MEWHINNEY & STRAUSS LLC	0	942,673	Against
Brave Warrior Advisors, LLC	773,493	0	For
CANADA PENSION PLAN INVESTMENT BOARD	721,049	0	For
Conifer Management, L.L.C.	0	698,398	Against
MFN Partners Management, LP	685,795	0	For
State Street	659,179	0	For
BlackRock	652,327	155	For
Fidelity	614,248	0	For
AllianceBernstein	482,767	0	For
GEODE CAPITAL MANAGEMENT, LLC	426,726	0	For
COOPERMAN LEON G	416,085	0	For
JPMorgan	262,540	0	For
SRS Investment Management, LLC	255,937	0	For
LYRICAL ASSET MANAGEMENT LP	239,986	0	For
Tensile Capital Management LP	229,894	0	For
Charles Schwab	216,188	0	For
Invesco	195,086	0	For
Fiera Capital Corp	170,205	0	For
Columbia Threadneedle	0	157,900	Against
MELLON INVESTMENTS Corp	149,515	0	For
Eaton Vance	143,282	0	For
John Hancock	133,204	0	For

No total is shown for the institutional-manager reports: their sum exceeds the company's reported shares outstanding. Showing the 25 largest; see all in the interactive database.

9. 3. Ratification of Appointment of KPMG LLP as the Company's Independent Registered Public Accounting Firm for the Year…

Outcome not verifiedAUDIT-RELATEDReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%

FOR: 24,432,893AGAINST: 2,152,066

Details: description as filed, official tally, votes by 111 asset managers

Description as filed by funds: To ratify the appointment of KMPG LLP as our independent registered public accounting firm for fiscal year ending December 31, 2024.

LITHIA MOTORS INC.’s own tally for this item (“3. Ratification of Appointment of KPMG LLP as the Company's Independent Registered Public Accounting Firm for the Year Ending December 31, 2024”): 24,432,893 for, 2,152,066 against, per its Form 8-K filed April 24, 2024 (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.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 111 asset managers below reported 10,139,087 for, 350,058 against, 8,999 abstained.

FOR

FOR: 10,139,087AGAINST: 350,058ABSTAIN: 8,999

Largest asset managers voting on “To ratify the appointment of KMPG LLP as our independent registered public accounting firm for fiscal year end” at LITHIA MOTORS INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	2,877,010	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	1,595,300	0	For
BlackRock	1,330,103	0	For
Fidelity	950,331	0	For
Dimensional	590,310	0	For
MUTUAL FUND SERIES TRUST	270,608	0	For
Charles Schwab	210,639	0	For
JPMorgan	195,532	0	For
Bridge Builder Trust	24,522	162,944	Mixed
Invesco	178,266	0	For
John Hancock	162,075	0	For
AllianceBernstein	154,634	0	For
Principal	52,298	79,576	Mixed
State Street	124,895	9	For
AB DISCOVERY GROWTH FUND, INC.	115,624	0	For
Equitable	89,171	0	For
Russell Investments	85,072	0	For
First Trust	78,985	0	For
SEI	78,874	0	For
TIAA	71,523	0	For
FRANKLIN STRATEGIC SERIES	69,726	0	For
Jackson National	65,822	0	For
AMERICAN BEACON FUNDS	0	62,637	Against
AIG/SunAmerica	57,694	0	For
Eaton Vance	50,104	0	For

Showing the 25 largest of 111 asset managers. See all 111 in the interactive database.

Largest LITHIA MOTORS INC. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 27,500,000 shares outstanding at the time of that meeting.

Fund voting reports: top LITHIA MOTORS INC. shareholders by shares voted on “To approve, by an advisory vote, named executive officer compensation.”, 2023-2024
#	Asset manager	% of shares outstanding
1	Vanguard	10.46%
2	HARRIS ASSOCIATES INVESTMENT TRUST	5.80%
3	BlackRock	4.84%
4	Fidelity	3.46%
5	Dimensional	2.15%
6	MUTUAL FUND SERIES TRUST	0.98%
7	Charles Schwab	0.77%
8	JPMorgan	0.71%
9	Bridge Builder Trust	0.68%
10	Invesco	0.65%

Institutional-manager reports: top LITHIA MOTORS INC. shareholders by shares voted on “To approve, by an advisory vote, named executive officer compensation.”, 2023-2024
#	Asset manager	% of shares outstanding
1	Lazard	58.18%
2	ABRAMS CAPITAL MANAGEMENT, L.P.	8.70%
3	HARRIS ASSOCIATES L P	7.39%
4	BARROW HANLEY MEWHINNEY & STRAUSS LLC	3.43%
5	Brave Warrior Advisors, LLC	2.81%
6	CANADA PENSION PLAN INVESTMENT BOARD	2.62%
7	Conifer Management, L.L.C.	2.54%
8	MFN Partners Management, LP	2.49%
9	State Street	2.40%
10	BlackRock	2.37%

Reported LITHIA MOTORS INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

LITHIA MOTORS INC. holdings and ownership disclosed for the 2023-2024 proxy season
Holder	% outstanding	Disclosure
BlackRock	9.50%	13F
Vanguard Group	9.38%	13F
Abrams Capital Management, LP	8.70%	DEF14A
Harris Associates L.P.	7.36%	DEF14A
MFN Partners, LP	5.64%	DEF14A
Barrow Hanley Global Investors	5.58%	DEF14A
State Street	3.05%	13F
Dimensional Fund Advisors	2.96%	13F
FMR (Fidelity)	1.98%	13F
Geode Capital	1.61%	13F

Percentages above are of 27,500,000 shares outstanding, as reported by LITHIA MOTORS INC. on its Form 10-Q dated March 31, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), 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 March 31, 2024. This page is a static snapshot rebuilt weekly on October 25, 2026; a live search always shows the current data.

At LITHIA MOTORS INC.'s shareholder meeting held April 23, 2024, in the 2023-2024 proxy season, 413 asset managers reported how they voted on 9 ballot items in their SEC Form N-PX filings, covering 4,098 separate fund positions. On the most widely held item on that ballot — To approve, by an advisory vote, named executive officer compensation. — FOR was 81% 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 April 24, 2024.

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

Download data (CSV): ballot items · votes by manager · column guide.