Lithia Motors (LAD) Proxy Filing summary

Executive summary

• Achieved double-digit EPS growth, record revenue of $37.6B (up 4%), and $826M net income (up 1%) in 2025, with 11.4% of shares repurchased and $1.0B capital returned to shareholders, up 148% from prior year.

• Sold 828,000 units, led used vehicle growth with 5.8% same-store revenue increase, and aftersales gross profit up 9.4%.

• Driveway Finance Corporation profitability rose to $75M, with a $4.8B portfolio; $2.4B in revenue from acquisitions.

• Strategic partnerships and omnichannel investments enhanced customer experience and operational efficiency.

Voting matters and shareholder proposals

• Shareholders to vote on: election of ten directors, advisory approval of executive compensation, ratification of KPMG LLP as auditor, and a shareholder proposal for an independent board chair.

• Board recommends FOR all company proposals and AGAINST the independent chair proposal.

• Shareholder proposal seeks a policy requiring an independent board chair; board opposes, citing current separation of CEO and Chair roles and strong governance practices.

Board of directors and corporate governance

• Board set at ten members, 80% independent, 60% gender or ethnically diverse, with average independent director tenure of 2.9 years.

• Three standing committees: Audit, Compensation, and Nominating & Governance, all fully independent.

• Lead Independent Director coordinates independent oversight; annual board and CEO reviews conducted by third parties.

• Proxy access and majority voting in uncontested elections; director age and tenure limits in place.