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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, filed May 1, 2026 (Item 5.07 on EDGAR). Page generated October 18, 2026.

13Ballot items
439Asset managers
6,586Fund votes
April 30, 2026Meeting date

Results at a glance

Meeting of April 30, 2026: 13 items on Lithia Motors, Inc.’s Form 8-K, filed May 1, 2026: 13 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 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, filed May 1, 2026 (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 30, 2026
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Sidney B. DeBoer	20,535,705	359,509	11,054	--	1,455,270	98%	Not verified	—
Elect Director: Bryan B. DeBoer	20,875,060	22,840	8,368	--	1,455,270	99.8%	Not verified	—
Elect Director: Richard J. Bailey, Jr.	20,873,706	24,113	8,449	--	1,455,270	99.8%	Not verified	—
Elect Director: Priya C. Huskins	20,741,577	157,409	7,282	--	1,455,270	99.2%	Not verified	—
Elect Director: James E. Lentz	19,512,901	1,385,560	7,807	--	1,455,270	93%	Not verified	—
Elect Director: Stacy C. Loretz-Congdon	20,695,982	202,416	7,870	--	1,455,270	99.0%	Not verified	—
Elect Director: Shauna F. McIntyre	19,342,881	1,551,125	12,262	--	1,455,270	93%	Not verified	—
Elect Director: Cassandra F. McKinney	19,517,071	1,381,828	7,369	--	1,455,270	93%	Not verified	—
Elect Director: Louis P. Miramontes	19,486,115	1,407,214	12,939	--	1,455,270	93%	Not verified	—
Elect Director: Heidi L. O'Neill	20,873,494	24,430	8,334	--	1,455,270	99.8%	Not verified	—
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	83%	Not verified	—
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	--	--	97%	Not verified	—
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	20%	Not verified	—

Source: Lithia Motors, Inc., Form 8-K, filed with the SEC on May 1, 2026 — read the filing on EDGAR.

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

Each item below shows how the 439 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.

99.8% Majority: yes · of votes cast

FOR 99.8%

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

Details: description as filed, official tally, votes by 112 asset managers

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

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 filed May 1, 2026 (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: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 112 asset managers below reported 10,008,425 for, 5,544 abstained, 18 not voted.

FOR

FOR: 10,008,425ABSTAIN: 5,544NOT VOTED: 18

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
WisdomTree	77,774	For
ProShares	77,515	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.

2. Elect Director: Cassandra F. McKinney

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

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

Details: description as filed, official tally, votes by 112 asset managers

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

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 filed May 1, 2026 (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: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 112 asset managers below reported 9,548,283 for, 460,142 against, 5,544 abstained, 18 not voted.

FOR

FOR: 9,548,283AGAINST: 460,142ABSTAIN: 5,544NOT VOTED: 18

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	Mixed
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
WisdomTree	77,774	0	For
ProShares	77,515	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.

3. Elect Director: Heidi L. O'Neill

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

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

Details: description as filed, official tally, votes by 112 asset managers

Description as filed by funds: To elect the ten director nominees named in the proxy statement: Heidi L. O'Neill

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 filed May 1, 2026 (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 112 asset managers below reported 10,008,425 for, 5,544 abstained, 18 not voted.

FOR

FOR: 10,008,425ABSTAIN: 5,544NOT VOTED: 18

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
WisdomTree	77,774	For
ProShares	77,515	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. Elect Director: James E. Lentz

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

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

Details: description as filed, official tally, votes by 112 asset managers

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

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 filed May 1, 2026 (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 112 asset managers below reported 9,548,146 for, 460,279 against, 5,544 abstained, 18 not voted.

FOR

FOR: 9,548,146AGAINST: 460,279ABSTAIN: 5,544NOT VOTED: 18

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	Mixed
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
WisdomTree	77,774	0	For
ProShares	77,515	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. Elect Director: Louis P. Miramontes

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

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

Details: description as filed, official tally, votes by 112 asset managers

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

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 filed May 1, 2026 (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 112 asset managers below reported 9,548,146 for, 460,279 against, 5,544 abstained, 18 not voted.

FOR

FOR: 9,548,146AGAINST: 460,279ABSTAIN: 5,544NOT VOTED: 18

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	Mixed
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
WisdomTree	77,774	0	For
ProShares	77,515	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.

6. Elect Director: Priya C. Huskins

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

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

Details: description as filed, official tally, votes by 112 asset managers

Description as filed by funds: To elect the ten director nominees named in the proxy statement: Priya C. Huskins

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 filed May 1, 2026 (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: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 112 asset managers below reported 9,984,649 for, 23,776 against, 5,544 abstained, 18 not voted.

FOR

FOR: 9,984,649AGAINST: 23,776ABSTAIN: 5,544NOT VOTED: 18

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
WisdomTree	77,774	For
ProShares	77,515	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.

7. Elect Director: Richard J. Bailey, Jr.

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

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

Details: description as filed, official tally, votes by 112 asset managers

Description as filed by funds: To elect the ten director nominees named in the proxy statement: Richard J. Bailey, Jr.

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 filed May 1, 2026 (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 112 asset managers below reported 10,008,425 for, 5,544 abstained, 18 not voted.

FOR

FOR: 10,008,425ABSTAIN: 5,544NOT VOTED: 18

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
WisdomTree	77,774	For
ProShares	77,515	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.

8. Elect Director: Shauna F. McIntyre

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%

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

Details: description as filed, official tally, votes by 112 asset managers

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

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 filed May 1, 2026 (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 112 asset managers below reported 9,548,146 for, 460,279 against, 5,544 abstained, 18 not voted.

FOR

FOR: 9,548,146AGAINST: 460,279ABSTAIN: 5,544NOT VOTED: 18

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	Mixed
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
WisdomTree	77,774	0	For
ProShares	77,515	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.

9. Elect Director: Sidney B. DeBoer

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

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

Details: description as filed, official tally, votes by 112 asset managers

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

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 filed May 1, 2026 (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 112 asset managers below reported 9,976,002 for, 32,423 against, 5,544 abstained, 18 not voted.

FOR

FOR: 9,976,002AGAINST: 32,423ABSTAIN: 5,544NOT VOTED: 18

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	Mixed
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
WisdomTree	77,774	0	For
ProShares	77,515	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.

10. 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: 20,695,982AGAINST: 202,416

Details: description as filed, official tally, votes by 112 asset managers

Description as filed by funds: To elect the ten 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”): 20,695,982 for, 202,416 against, per its Form 8-K filed May 1, 2026 (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 112 asset managers below reported 10,008,288 for, 137 against, 5,544 abstained, 18 not voted.

FOR

FOR: 10,008,288AGAINST: 137ABSTAIN: 5,544NOT VOTED: 18

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
WisdomTree	77,774	For
ProShares	77,515	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.

11. 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.

83% Majority: yes · of votes cast

FOR 83%AGAINST

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

Details: description as filed, official tally, votes by 438 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”): 17,305,726 for, 3,590,110 against, per its Form 8-K filed May 1, 2026 (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: 83% 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: 111 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
Vanguard	2,488,810	3,872	For
Fidelity	1,537,314	64,730	For
HARRIS ASSOCIATES INVESTMENT TRUST	1,555,400	0	For
BlackRock	1,324,839	0	For
Dimensional	0	415,914	Against
Charles Schwab	212,753	42	For
State Street	191,922	244	For
John Hancock	119,721	27,233	Mixed
MADISON FUNDS	0	130,479	Against
Jackson National	34,935	89,858	Mixed
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	0	91,261	Against
AMERICAN BEACON FUNDS	84,263	0	For
TIAA	81,954	0	For
Transamerica	81,800	0	For
WisdomTree	77,774	0	For
ProShares	77,515	0	For
AMG Funds IV	0	76,405	Against
Brinker Capital Destinations Trust	130	67,265	Against
Ultimus Managers Trust	58,462	6,163	Mixed
American Century	59,772	0	For

Fund voting reports, all 111 managers: 8,926,631 for, 1,081,737 against, 5,544 abstained, 18 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 351 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
ABRAMS CAPITAL MANAGEMENT, L.P.	2,490,534	0	For
HARRIS ASSOCIATES L P	1,908,065	0	For
Fidelity	1,481,442	0	For
State Street	691,666	384	For
River Road Asset Management, LLC	0	681,209	Against
HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC	502,080	0	For
BlackRock	492,100	283	For
GEODE CAPITAL MANAGEMENT, LLC	459,172	0	For
BRIDGES INVESTMENT MANAGEMENT INC	269,443	0	For
COOPERMAN LEON G	238,309	0	For
LYRICAL ASSET MANAGEMENT LP	214,649	0	For
Charles Schwab	214,226	42	For
Conifer Management, L.L.C.	212,000	0	For
Northern Trust	211,805	0	For
Tensile Capital Management LP	210,790	0	For
Vanguard	195,459	0	For
THOMPSON SIEGEL & WALMSLEY LLC	159,797	0	For
Dimensional	0	156,585	Against
Natixis	142,831	8,799	Mixed
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
John Hancock	132,120	0	For
Invesco	129,459	0	For
MELLON INVESTMENTS Corp	117,751	0	For

Institutional-manager reports, all 351 managers: 12,170,832 for, 1,697,814 against, 310 abstained, 7,327 not voted. Showing the 25 largest; see all in the interactive database.

12. 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 4 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

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

Details: description as filed, official tally, votes by 113 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, 2026.

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, 2026”): 21,635,870 for, 716,654 against, per its Form 8-K filed May 1, 2026 (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 113 asset managers below reported 10,006,827 for, 3,697 against, 5,544 abstained, 18 not voted.

FOR

FOR: 10,006,827AGAINST: 3,697ABSTAIN: 5,544NOT VOTED: 18

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
WisdomTree	77,774	0	For
ProShares	77,515	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.

13. 4. Shareholder proposal requesting a change to our board leadership structure, if properly presented

Outcome not verifiedCORPORATE GOVERNANCEReported outcome: Not verified

Combines 2 wordings of this item as funds reported it.

20% Majority: no · of votes cast

FOR 20%AGAINST

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

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

Description as filed by funds: VOTE ON A SHAREHOLDER PROPOSAL REQUESTING A CHANGE TO OUR BOARD LEADERSHIP STRUCTURE, IF PROPERLY PRESENTED.

Lithia Motors, Inc.’s own tally for this item (“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 filed May 1, 2026 (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: 20% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 110 asset managers below reported 1,221,257 for, 8,766,388 against, 5,544 abstained, 3,124 not voted.

AGAINST

FOR: 1,221,257AGAINST: 8,766,388ABSTAIN: 5,544NOT VOTED: 3,124

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	Mixed
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
WisdomTree	77,774	0	For
ProShares	77,515	0	For
AMG Funds IV	76,405	0	For
Brinker Capital Destinations Trust	67,265	130	For
Ultimus Managers Trust	6,163	58,462	Mixed
American Century	0	59,772	Against

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

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

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 22,805,820 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.”, 2025-2026
#	Asset manager	% of shares outstanding
1	Vanguard	10.93%
2	Fidelity	7.02%
3	HARRIS ASSOCIATES INVESTMENT TRUST	6.82%
4	BlackRock	5.81%
5	Dimensional	1.82%
6	Charles Schwab	0.93%
7	State Street	0.84%
8	John Hancock	0.64%
9	MADISON FUNDS	0.57%
10	Jackson National	0.55%

Institutional-manager reports: top Lithia Motors, Inc. shareholders by shares voted on “To approve, by an advisory vote, named executive officer compensation.”, 2025-2026
#	Asset manager	% of shares outstanding
1	ABRAMS CAPITAL MANAGEMENT, L.P.	10.92%
2	HARRIS ASSOCIATES L P	8.37%
3	Fidelity	6.50%
4	State Street	3.03%
5	River Road Asset Management, LLC	2.99%
6	HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC	2.20%
7	BlackRock	2.16%
8	GEODE CAPITAL MANAGEMENT, LLC	2.01%
9	BRIDGES INVESTMENT MANAGEMENT INC	1.18%
10	COOPERMAN LEON G	1.04%

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 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 April 29, 2026 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 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 April 29, 2026. 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 30, 2026, in the 2025-2026 proxy season, 439 asset managers reported how they voted on 13 ballot items in their SEC Form N-PX filings, covering 6,586 separate fund positions. 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 on May 1, 2026.

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

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