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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 April 25, 2025 (Item 5.07 on EDGAR). Page generated October 18, 2026.

11Ballot items
456Asset managers
4,807Fund votes
April 24, 2025Meeting date

Results at a glance

Meeting of April 24, 2025: 11 items on LITHIA MOTORS INC.’s Form 8-K, filed April 25, 2025: 11 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 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 April 25, 2025 (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 24, 2025
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Sidney B. DeBoer	22,478,622	796,642	30,644	--	1,331,159	97%	Not verified	—
Elect Director: Bryan B. DeBoer	23,241,711	54,601	9,596	--	1,331,159	99.7%	Not verified	—
Elect Director: James E. Lentz	23,031,696	264,557	9,655	--	1,331,159	99%	Not verified	—
Elect Director: Stacy C. Loretz-Congdon	22,787,502	502,732	15,674	--	1,331,159	98%	Not verified	—
Elect Director: Shauna F. McIntyre	22,116,284	1,174,069	15,555	--	1,331,159	95%	Not verified	—
Elect Director: Cassandra F. McKinney	23,048,326	247,965	9,617	--	1,331,159	99%	Not verified	—
Elect Director: Louis P. Miramontes	19,473,777	3,795,696	36,435	--	1,331,159	84%	Not verified	—
2. Advisory vote to approve the compensation of the Company's named executive officers	19,642,551	3,649,971	13,386	--	1,331,159	84%	Not verified	—
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	1,021,878	11,680	--	--	96%	Not verified	—
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	1,068,654	13,848	--	1,331,159	95%	Not verified	—
5. A shareholder proposal requesting shareholder approval of certain executive severance arrangements, if properly presented	7,624,386	15,667,017	14,505	--	1,331,159	33%	Not verified	—

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

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

Each item below shows how the 456 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: Sidney B. DeBoer

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

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

Details: description as filed, official tally, votes by 115 asset managers

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

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 April 25, 2025 (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 115 asset managers below reported 10,213,628 for, 155,314 against, 6,254 abstained.

FOR

FOR: 10,213,628AGAINST: 155,314ABSTAIN: 6,254

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 manager	For	Against	Abstain	Vote
Vanguard	2,953,783	0	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	1,519,400	0	0	For
BlackRock	1,350,267	48,888	0	For
Dimensional	982,273	28,275	0	For
Fidelity	942,954	21,978	0	For
MUTUAL FUND SERIES TRUST	223,835	0	0	For
Charles Schwab	207,795	0	0	For
State Street	191,718	0	0	For
John Hancock	161,740	23,989	0	Mixed
JPMorgan	145,424	0	0	For
MADISON FUNDS	145,094	0	0	For
Jackson National	82,460	0	0	For
Eaton Vance	80,217	0	0	For
TIAA	73,740	0	0	For
FRANKLIN STRATEGIC SERIES	69,017	0	0	For
Ultimus Managers Trust	68,472	0	0	For
AMG Funds IV	63,339	0	0	For
First Trust	63,190	0	0	For
Brighthouse	49,639	0	6,254	Mixed
HOTCHKIS & WILEY FUNDS /DE/	53,300	0	0	For
PROFESSIONALLY MANAGED PORTFOLIOS	45,965	0	0	For
MassMutual	45,200	0	0	For
Invesco	44,994	0	0	For
AMERICAN BEACON FUNDS	44,431	0	0	For
Bridge Builder Trust	42,822	0	0	For

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

2. Elect Director: Bryan B. DeBoer

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

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

Details: description as filed, official tally, votes by 115 asset managers

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

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 April 25, 2025 (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: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 115 asset managers below reported 10,368,942 for, 6,254 abstained.

FOR

FOR: 10,368,942ABSTAIN: 6,254

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 manager	For	Abstain	Vote
Vanguard	2,953,783	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	1,519,400	0	For
BlackRock	1,399,155	0	For
Dimensional	1,010,548	0	For
Fidelity	964,932	0	For
MUTUAL FUND SERIES TRUST	223,835	0	For
Charles Schwab	207,795	0	For
State Street	191,718	0	For
John Hancock	185,729	0	For
JPMorgan	145,424	0	For
MADISON FUNDS	145,094	0	For
Jackson National	82,460	0	For
Eaton Vance	80,217	0	For
TIAA	73,740	0	For
FRANKLIN STRATEGIC SERIES	69,017	0	For
Ultimus Managers Trust	68,472	0	For
AMG Funds IV	63,339	0	For
First Trust	63,190	0	For
Brighthouse	49,639	6,254	Mixed
HOTCHKIS & WILEY FUNDS /DE/	53,300	0	For
PROFESSIONALLY MANAGED PORTFOLIOS	45,965	0	For
MassMutual	45,200	0	For
Invesco	44,994	0	For
AMERICAN BEACON FUNDS	44,431	0	For
Bridge Builder Trust	42,822	0	For

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

3. Elect Director: James E. Lentz

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

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

Details: description as filed, official tally, votes by 115 asset managers

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

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 April 25, 2025 (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% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 115 asset managers below reported 10,364,691 for, 4,251 against, 6,254 abstained.

FOR

FOR: 10,364,691AGAINST: 4,251ABSTAIN: 6,254

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 manager	For	Abstain	Vote
Vanguard	2,953,783	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	1,519,400	0	For
BlackRock	1,399,155	0	For
Dimensional	1,010,548	0	For
Fidelity	964,932	0	For
MUTUAL FUND SERIES TRUST	223,835	0	For
Charles Schwab	207,795	0	For
State Street	191,718	0	For
John Hancock	185,729	0	For
JPMorgan	145,424	0	For
MADISON FUNDS	145,094	0	For
Jackson National	82,460	0	For
Eaton Vance	80,217	0	For
TIAA	73,740	0	For
FRANKLIN STRATEGIC SERIES	69,017	0	For
Ultimus Managers Trust	68,472	0	For
AMG Funds IV	63,339	0	For
First Trust	63,190	0	For
Brighthouse	49,639	6,254	Mixed
HOTCHKIS & WILEY FUNDS /DE/	53,300	0	For
PROFESSIONALLY MANAGED PORTFOLIOS	45,965	0	For
MassMutual	45,200	0	For
Invesco	44,994	0	For
AMERICAN BEACON FUNDS	44,431	0	For
Bridge Builder Trust	42,822	0	For

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

4. Elect Director: Stacy C. Loretz-Congdon

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

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

Details: description as filed, official tally, votes by 115 asset managers

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

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 April 25, 2025 (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: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 115 asset managers below reported 10,171,700 for, 197,242 against, 6,254 abstained.

FOR

FOR: 10,171,700AGAINST: 197,242ABSTAIN: 6,254

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 manager	For	Against	Abstain	Vote
Vanguard	2,953,783	0	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	1,519,400	0	0	For
BlackRock	1,399,155	0	0	For
Dimensional	1,010,548	0	0	For
Fidelity	964,932	0	0	For
MUTUAL FUND SERIES TRUST	223,835	0	0	For
Charles Schwab	207,795	0	0	For
State Street	191,718	0	0	For
John Hancock	185,729	0	0	For
JPMorgan	145,424	0	0	For
MADISON FUNDS	145,094	0	0	For
Jackson National	34,163	48,297	0	Mixed
Eaton Vance	80,217	0	0	For
TIAA	0	73,740	0	Against
FRANKLIN STRATEGIC SERIES	69,017	0	0	For
Ultimus Managers Trust	68,472	0	0	For
AMG Funds IV	63,339	0	0	For
First Trust	63,190	0	0	For
Brighthouse	49,639	0	6,254	Mixed
HOTCHKIS & WILEY FUNDS /DE/	53,300	0	0	For
PROFESSIONALLY MANAGED PORTFOLIOS	45,965	0	0	For
MassMutual	45,200	0	0	For
Invesco	44,994	0	0	For
AMERICAN BEACON FUNDS	44,431	0	0	For
Bridge Builder Trust	25,216	17,606	0	Mixed

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

5. Elect Director: Shauna F. McIntyre

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

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

Details: description as filed, official tally, votes by 115 asset managers

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

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 April 25, 2025 (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: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 115 asset managers below reported 10,167,574 for, 201,368 against, 6,254 abstained.

FOR

FOR: 10,167,574AGAINST: 201,368ABSTAIN: 6,254

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 manager	For	Against	Abstain	Vote
Vanguard	2,953,783	0	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	1,519,400	0	0	For
BlackRock	1,399,155	0	0	For
Dimensional	1,010,548	0	0	For
Fidelity	964,932	0	0	For
MUTUAL FUND SERIES TRUST	223,835	0	0	For
Charles Schwab	207,795	0	0	For
State Street	191,718	0	0	For
John Hancock	185,729	0	0	For
JPMorgan	145,424	0	0	For
MADISON FUNDS	145,094	0	0	For
Jackson National	34,163	48,297	0	Mixed
Eaton Vance	80,217	0	0	For
TIAA	0	73,740	0	Against
FRANKLIN STRATEGIC SERIES	69,017	0	0	For
Ultimus Managers Trust	68,472	0	0	For
AMG Funds IV	63,339	0	0	For
First Trust	63,190	0	0	For
Brighthouse	49,639	0	6,254	Mixed
HOTCHKIS & WILEY FUNDS /DE/	53,300	0	0	For
PROFESSIONALLY MANAGED PORTFOLIOS	45,965	0	0	For
MassMutual	45,200	0	0	For
Invesco	44,994	0	0	For
AMERICAN BEACON FUNDS	44,431	0	0	For
Bridge Builder Trust	25,216	17,606	0	Mixed

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

6. Elect Director: Cassandra F. McKinney

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

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

Details: description as filed, official tally, votes by 115 asset managers

Description as filed by funds: To elect the seven director nominees named in this proxy statement: Cassandra M. McKinney

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 April 25, 2025 (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 115 asset managers below reported 10,364,691 for, 4,251 against, 6,254 abstained.

FOR

FOR: 10,364,691AGAINST: 4,251ABSTAIN: 6,254

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 manager	For	Abstain	Vote
Vanguard	2,953,783	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	1,519,400	0	For
BlackRock	1,399,155	0	For
Dimensional	1,010,548	0	For
Fidelity	964,932	0	For
MUTUAL FUND SERIES TRUST	223,835	0	For
Charles Schwab	207,795	0	For
State Street	191,718	0	For
John Hancock	185,729	0	For
JPMorgan	145,424	0	For
MADISON FUNDS	145,094	0	For
Jackson National	82,460	0	For
Eaton Vance	80,217	0	For
TIAA	73,740	0	For
FRANKLIN STRATEGIC SERIES	69,017	0	For
Ultimus Managers Trust	68,472	0	For
AMG Funds IV	63,339	0	For
First Trust	63,190	0	For
Brighthouse	49,639	6,254	Mixed
HOTCHKIS & WILEY FUNDS /DE/	53,300	0	For
PROFESSIONALLY MANAGED PORTFOLIOS	45,965	0	For
MassMutual	45,200	0	For
Invesco	44,994	0	For
AMERICAN BEACON FUNDS	44,431	0	For
Bridge Builder Trust	42,822	0	For

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

7. Elect Director: Louis P. Miramontes

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

84% Majority: yes · of votes cast

FOR 84%AGAINST

FOR: 19,473,777AGAINST: 3,795,696

Details: description as filed, official tally, votes by 115 asset managers

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

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 April 25, 2025 (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: 84% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 115 asset managers below reported 8,407,643 for, 1,961,299 against, 6,254 abstained.

FORAGAINST

FOR: 8,407,643AGAINST: 1,961,299ABSTAIN: 6,254

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 manager	For	Against	Abstain	Vote
Vanguard	2,885,920	67,863	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	1,519,400	0	0	For
BlackRock	1,399,155	0	0	For
Dimensional	0	1,010,548	0	Against
Fidelity	922,458	42,474	0	For
MUTUAL FUND SERIES TRUST	223,835	0	0	For
Charles Schwab	0	207,795	0	Against
State Street	191,718	0	0	For
John Hancock	161,740	23,989	0	Mixed
JPMorgan	145,424	0	0	For
MADISON FUNDS	145,094	0	0	For
Jackson National	2,009	80,451	0	Against
Eaton Vance	80,217	0	0	For
TIAA	0	73,740	0	Against
FRANKLIN STRATEGIC SERIES	0	69,017	0	Against
Ultimus Managers Trust	62,865	5,607	0	Mixed
AMG Funds IV	0	63,339	0	Against
First Trust	63,190	0	0	For
Brighthouse	11,019	38,620	6,254	Mixed
HOTCHKIS & WILEY FUNDS /DE/	53,300	0	0	For
PROFESSIONALLY MANAGED PORTFOLIOS	45,965	0	0	For
MassMutual	3,200	42,000	0	Mixed
Invesco	0	44,994	0	Against
AMERICAN BEACON FUNDS	44,431	0	0	For
Bridge Builder Trust	25,216	17,606	0	Mixed

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

8. 4. Approval of the Company's 2013 Stock Incentive Plan as amended to increase the number of shares authorized for…

Outcome not verifiedCOMPENSATIONReported outcome: Not verified

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

Details: description as filed, official tally, votes by 125 asset managers

Description as filed by funds: 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.

LITHIA MOTORS INC.’s own tally for this item (“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 April 25, 2025 (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 125 asset managers below reported 10,334,023 for, 41,298 against, 6,254 abstained, 244 unknown.

FOR

FOR: 10,334,023AGAINST: 41,298ABSTAIN: 6,254UNKNOWN: 244

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 manager	For	Against	Abstain	Vote
Vanguard	2,953,783	0	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	1,519,400	0	0	For
BlackRock	1,399,155	0	0	For
Dimensional	1,010,548	0	0	For
Fidelity	964,932	0	0	For
MUTUAL FUND SERIES TRUST	223,835	0	0	For
Charles Schwab	207,795	0	0	For
State Street	191,718	0	0	For
John Hancock	185,729	0	0	For
JPMorgan	145,424	0	0	For
MADISON FUNDS	145,094	0	0	For
Jackson National	82,460	0	0	For
Eaton Vance	80,217	0	0	For
TIAA	73,740	0	0	For
FRANKLIN STRATEGIC SERIES	69,017	0	0	For
Ultimus Managers Trust	68,472	0	0	For
AMG Funds IV	63,339	0	0	For
First Trust	63,190	0	0	For
Brighthouse	49,639	0	6,254	Mixed
HOTCHKIS & WILEY FUNDS /DE/	53,300	0	0	For
PROFESSIONALLY MANAGED PORTFOLIOS	45,965	0	0	For
MassMutual	45,200	0	0	For
Invesco	44,994	0	0	For
AMERICAN BEACON FUNDS	44,431	0	0	For
Bridge Builder Trust	25,216	17,606	0	Mixed

Showing the 25 largest of 125 asset managers. See all 125 in the interactive database.

9. 2. Advisory vote to approve the compensation of the Company's named executive officers

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

Combines 9 wordings of this item as funds reported it.

84% Majority: yes · of votes cast

FOR 84%AGAINST

FOR: 19,642,551AGAINST: 3,649,971

Details: description as filed, official tally, votes by 452 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. 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 April 25, 2025 (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.

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: 115 asset managers voting on “To approve, by an advisory vote, named executive officer compensation.” at LITHIA MOTORS INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	2,885,920	67,863	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	1,519,400	0	0	For
BlackRock	1,399,155	0	0	For
Dimensional	0	1,010,548	0	Against
Fidelity	922,458	42,474	0	For
MUTUAL FUND SERIES TRUST	223,835	0	0	For
Charles Schwab	207,795	0	0	For
State Street	191,718	0	0	For
John Hancock	146,120	39,609	0	Mixed
JPMorgan	145,424	0	0	For
MADISON FUNDS	0	145,094	0	Against
Jackson National	50,306	32,154	0	Mixed
Eaton Vance	80,217	0	0	For
TIAA	73,740	0	0	For
FRANKLIN STRATEGIC SERIES	0	69,017	0	Against
Ultimus Managers Trust	62,865	5,607	0	Mixed
AMG Funds IV	0	63,339	0	Against
First Trust	63,190	0	0	For
Brighthouse	11,019	38,620	6,254	Mixed
HOTCHKIS & WILEY FUNDS /DE/	53,300	0	0	For
PROFESSIONALLY MANAGED PORTFOLIOS	45,965	0	0	For
MassMutual	3,200	42,000	0	Mixed
Invesco	44,994	0	0	For
AMERICAN BEACON FUNDS	44,431	0	0	For
Bridge Builder Trust	42,822	0	0	For

Fund voting reports, all 115 managers: 8,647,814 for, 1,721,133 against, 6,254 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 361 asset managers voting on “To approve, by an advisory vote, named executive officer compensation.” at LITHIA MOTORS INC., 2024-2025
Asset manager	For	Against	Vote
ABRAMS CAPITAL MANAGEMENT, L.P.	2,444,678	0	For
HARRIS ASSOCIATES L P	1,910,907	0	For
State Street	768,221	0	For
BlackRock	707,238	227	For
Fidelity	570,488	0	For
Conifer Management, L.L.C.	500,000	0	For
GEODE CAPITAL MANAGEMENT, LLC	448,594	0	For
Brave Warrior Advisors, LLC	384,710	0	For
HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC	329,017	0	For
COOPERMAN LEON G	317,602	0	For
CANADA PENSION PLAN INVESTMENT BOARD	279,697	0	For
River Road Asset Management, LLC	0	251,298	Against
LYRICAL ASSET MANAGEMENT LP	247,222	0	For
Tensile Capital Management LP	235,527	0	For
Northern Trust	232,945	0	For
ADVENT INTERNATIONAL, L.P.	217,151	0	For
Charles Schwab	209,170	0	For
BRIDGES INVESTMENT MANAGEMENT INC	215,969	0	For
Point72	207,236	0	For
JPMorgan	200,804	0	For
Eaton Vance	192,323	0	For
MELLON INVESTMENTS Corp	183,720	0	For
FRONTIER CAPITAL MANAGEMENT CO LLC	0	176,143	Against
Columbia Threadneedle	173,500	0	For
John Hancock	154,275	0	For

Institutional-manager reports, all 361 managers: 13,132,813 for, 1,744,245 against, 54 abstained, 7,623 not voted, 244 unknown. Showing the 25 largest; see all in the interactive database.

10. 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 5 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

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

Details: description as filed, official tally, votes by 117 asset managers

Description as filed by funds: To ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year ending December 31, 2025.

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, 2025”): 23,603,509 for, 1,021,878 against, per its Form 8-K filed April 25, 2025 (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: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 117 asset managers below reported 10,368,958 for, 2,091 against, 6,254 abstained.

FOR

FOR: 10,368,958AGAINST: 2,091ABSTAIN: 6,254

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 manager	For	Abstain	Vote
Vanguard	2,953,783	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	1,519,400	0	For
BlackRock	1,399,155	0	For
Dimensional	1,010,548	0	For
Fidelity	964,932	0	For
MUTUAL FUND SERIES TRUST	223,835	0	For
Charles Schwab	207,795	0	For
State Street	191,718	0	For
John Hancock	185,729	0	For
JPMorgan	145,424	0	For
MADISON FUNDS	145,094	0	For
Jackson National	82,460	0	For
Eaton Vance	80,217	0	For
TIAA	73,740	0	For
FRANKLIN STRATEGIC SERIES	69,017	0	For
Ultimus Managers Trust	68,472	0	For
AMG Funds IV	63,339	0	For
First Trust	63,190	0	For
Brighthouse	49,639	6,254	Mixed
HOTCHKIS & WILEY FUNDS /DE/	53,300	0	For
PROFESSIONALLY MANAGED PORTFOLIOS	45,965	0	For
MassMutual	45,200	0	For
Invesco	44,994	0	For
AMERICAN BEACON FUNDS	44,431	0	For
Bridge Builder Trust	42,822	0	For

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

11. 5. A shareholder proposal requesting shareholder approval of certain executive severance arrangements, if properly…

Outcome not verifiedCOMPENSATIONReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

33% Majority: no · of votes cast

FOR 33%AGAINST

FOR: 7,624,386AGAINST: 15,667,017

Details: description as filed, official tally, votes by 114 asset managers

Description as filed by funds: Vote on a shareholder proposal requesting shareholder approval of certain executive severance arrangements, if properly presented.

LITHIA MOTORS INC.’s own tally for this item (“5. 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 April 25, 2025 (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.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 33% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of LITHIA MOTORS INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Submit Severance Agreement to Shareholder Vote” (3 managers, 14,056 for).

The 114 asset managers below reported 2,630,228 for, 7,724,761 against, 6,254 abstained.

FORAGAINST

FOR: 2,630,228AGAINST: 7,724,761ABSTAIN: 6,254

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 manager	For	Against	Abstain	Vote
Vanguard	267,263	2,686,520	0	Mixed
HARRIS ASSOCIATES INVESTMENT TRUST	0	1,519,400	0	Against
BlackRock	0	1,399,155	0	Against
Dimensional	1,010,548	0	0	For
Fidelity	43,174	921,758	0	Against
MUTUAL FUND SERIES TRUST	0	223,835	0	Against
Charles Schwab	0	207,795	0	Against
State Street	0	191,718	0	Against
John Hancock	185,729	0	0	For
JPMorgan	0	145,424	0	Against
MADISON FUNDS	0	145,094	0	Against
Jackson National	34,163	48,297	0	Mixed
Eaton Vance	80,217	0	0	For
TIAA	73,740	0	0	For
FRANKLIN STRATEGIC SERIES	69,017	0	0	For
Ultimus Managers Trust	68,472	0	0	For
AMG Funds IV	63,339	0	0	For
First Trust	63,190	0	0	For
Brighthouse	49,639	0	6,254	Mixed
HOTCHKIS & WILEY FUNDS /DE/	53,300	0	0	For
PROFESSIONALLY MANAGED PORTFOLIOS	35,965	10,000	0	Mixed
MassMutual	42,000	3,200	0	Mixed
Invesco	0	44,994	0	Against
AMERICAN BEACON FUNDS	44,431	0	0	For
Bridge Builder Trust	40,799	2,023	0	For

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

Largest LITHIA MOTORS INC. shareholders voting in 2024-2025

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 26,100,000 shares outstanding at the time of that meeting.

Fund voting reports: top LITHIA MOTORS INC. shareholders by shares voted on “To approve the company's 2013 Stock Incentive Plan, as amended to increase the number of shares…”, 2024-2025
#	Asset manager	% of shares outstanding
1	Vanguard	11.32%
2	HARRIS ASSOCIATES INVESTMENT TRUST	5.82%
3	BlackRock	5.36%
4	Dimensional	3.87%
5	Fidelity	3.70%
6	MUTUAL FUND SERIES TRUST	0.86%
7	Charles Schwab	0.80%
8	State Street	0.73%
9	John Hancock	0.71%
10	JPMorgan	0.56%

Institutional-manager reports: top LITHIA MOTORS INC. shareholders by shares voted on “To approve, by an advisory vote, named executive officer compensation.”, 2024-2025
#	Asset manager	% of shares outstanding
1	ABRAMS CAPITAL MANAGEMENT, L.P.	9.37%
2	HARRIS ASSOCIATES L P	7.32%
3	State Street	2.94%
4	BlackRock	2.71%
5	Fidelity	2.19%
6	Conifer Management, L.L.C.	1.92%
7	GEODE CAPITAL MANAGEMENT, LLC	1.72%
8	Brave Warrior Advisors, LLC	1.47%
9	HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC	1.26%
10	COOPERMAN LEON G	1.22%

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 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 March 31, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 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, 2025. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At LITHIA MOTORS INC.'s shareholder meeting held April 24, 2025, in the 2024-2025 proxy season, 456 asset managers reported how they voted on 11 ballot items in their SEC Form N-PX filings, covering 4,807 separate fund positions. 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 April 25, 2025.

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

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