Lithia Motors AGM: Shareholders Elect Directors, Approve Pay, Reject Independent Chair Proposal

Key Points

• Shareholders re-elected all 10 director nominees, approved the advisory vote on 2025 executive compensation and ratified KPMG as auditor, but they rejected a shareholder proposal to require an independent board chair.
• CEO Bryan DeBoer said 2025 was a “defining year” with revenue of $37.6 billion, adjusted diluted EPS of $33.46 (up 16%), and $1.1 billion in share repurchases (buying back more than 11% of outstanding shares), and outlined 2026 priorities to deepen customer loyalty, drive operating leverage and pursue disciplined capital deployment.
• In the Q&A management addressed an FTC-related question about selling used cars with unrepaired safety recalls, stating prior research found no wrongdoing and reaffirming the company’s compliance focus.

Lithia Motors NYSE: LAD shareholders elected directors, approved executive compensation on an advisory basis, and ratified the company’s auditor at the company’s 2026 annual meeting on April 30, 2026, while rejecting a shareholder proposal seeking an independent board chair.

Shareholders elect directors and vote on four proposals

David Stork, Lithia Motors’ Chief Administrative Officer, opened the formal portion of the meeting at 8:30 a.m. Pacific Time and said the company had established a quorum based on shares represented in person or by proxy. Stork said notice of the meeting and internet availability was mailed “on or about 11 March 2026” to shareholders of record as of Feb. 27, 2026.

Stork listed four matters submitted for a vote:

• Election of 10 directors
• An advisory vote on 2025 compensation for named executive officers
• Ratification of KPMG LLP as independent registered public accounting firm for the year ending Dec. 31, 2026
• A shareholder proposal requesting the board appoint an independent board chair

Stork introduced directors and members of management present, including CEO Bryan DeBoer, CFO Tina Miller, and representatives from KPMG and outside legal counsel.

Independent chair proposal argued by proponent, opposed by board

The shareholder proposal was submitted by John Chevedden, who urged adoption of a policy to separate the chair and CEO roles and require an independent chair “as soon as possible.” Chevedden said “a lead director shall not be a substitute for an independent Board Chairman,” arguing that an independent chair improves governance by providing “impartiality, objective oversight, and external expertise,” while strengthening accountability and checks and balances.

Chevedden also referenced stock performance, saying Lithia Motors stock was “at $418 in 2021 and is at only $291 now despite a robust stock market,” and concluded: “Please vote yes.”

Stork reiterated that the board recommended shareholders vote against the proposal and directed participants to the proxy statement for the board’s opposition.

Election results: directors elected; independent chair proposal fails

After polls closed, Stork reported that all 10 director nominees named in the proxy statement were elected: Richard J. Bailey, Sidney B. DeBoer, Bryan B. DeBoer, Priya C. Huskins, James E. Lentz, Stacy C. Loretz-Congdon, Shauna F. McIntyre, Cassandra M. McKinney, Louis P. Miramontes, and Heidi L. O’Neill. Stork noted that all nominees except Huskins were already serving on the board.

Stork said the advisory vote on executive compensation was presented and that KPMG’s ratification as auditor for 2026 “has been approved by the required vote.” He also said shareholders did not approve the independent chair proposal. A formal inspector of elections report will be filed with the meeting minutes, Stork said, and the formal meeting was adjourned.

CEO highlights 2025 results and outlines 2026 priorities

In the informational presentation following the formal vote, President and CEO Bryan DeBoer told shareholders 2025 was “a defining year,” highlighted “record performance,” and said revenue grew to $37.6 billion. DeBoer said Lithia delivered adjusted diluted earnings per share of $33.46, “a 16% increase over the prior year,” and generated “durable free cash flows” that supported growth investment and capital returns.

DeBoer said the company allocated $1.1 billion to share repurchases during the year, buying back “more than 11% of our outstanding shares,” while also funding “accretive acquisitions at attractive valuations.” He added that after-sales expanded to 41% of gross profit and described it as “the anchor of our customer funnel.”

DeBoer also pointed to Driveway Finance Corporation, saying it reached 15% U.S. penetration, grew its managed portfolio to nearly $5 billion, and generated $75 million in financing operations income. He said the company deepened its partnership with Pinewood.AI to support a “fully integrated technology platform across our global operations by the end of 2028.”

Looking to 2026, DeBoer outlined three priorities: deepening customer loyalty, driving performance across core operations to accelerate operating leverage, and continuing a “disciplined approach to network development and capital deployment,” including an “unwavering commitment to ongoing share repurchases and high return to acquisitions.”

Q&A addresses FTC-related question on recall disclosures

In the question-and-answer portion, Stork read a question from Chevedden asking for “the Lithia response to the Federal Trade Commission looking into accusations that Lithia sold used cars with unrepaired safety recalls.”

DeBoer responded by referencing what he recalled as prior research from “somewhere before COVID,” stating that “there was four groups that were suggested that they needed to clarify their disclosures on recalls of selling used vehicles,” and that “there was no wrongdoing found on that research.”

With no further questions, management closed the meeting, with DeBoer saying the company looked forward to making 2026 its “strongest year yet.”

About Lithia Motors NYSE: LAD

Lithia Motors, Inc is an American automotive retailer headquartered in Medford, Oregon. Founded in 1946 as a small auto body and glass shop, the company has grown through organic expansion and strategic acquisitions to become one of the largest automotive retail networks in North America. Lithia operates dealerships across the United States and Canada, offering a broad portfolio of new and pre-owned vehicles from more than 40 different manufacturers.

The company's core business activities include vehicle sales, financing, insurance, parts and service.

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