Lithia Motors (LAD) Proxy Filing summary

Executive summary

• Achieved record revenue of $36.2B in 2024, up 17% year-over-year, with net income of $802M, down 20% from last year, and EPS of $29.65, down 18%.

• Retained over 781,000 units, expanded footprint in North America and the UK, and completed $5.9B in expected annualized revenue from acquisitions.

• Driveway Finance Corporation reached profitability with a $3.9B portfolio; launched MyDriveway portal for enhanced customer experience.

• Repurchased 1.2M shares ($348M) and paid $2.09 per share in dividends.

• Strategic focus on omnichannel retail, digital integration, and disciplined capital allocation to drive long-term shareholder value.

Voting matters and shareholder proposals

• Election of seven director nominees.

• Advisory vote to approve named executive officer compensation (say-on-pay).

• Ratification of KPMG LLP as independent auditor for 2025.

• Approval of amendment to the 2013 Stock Incentive Plan to increase authorized shares by 1,160,000.

• Shareholder proposal requesting approval of certain executive severance arrangements; Board recommends voting against.

Board of directors and corporate governance

• Board will reduce from eight to seven members after 2025 Annual Meeting.

• 75% of board members are independent; 50% are gender or ethnically diverse.

• Three standing committees: Audit, Compensation, and Nominating & Governance, all comprised of independent directors.

• Lead Independent Director coordinates independent oversight and shareholder engagement.

• Annual board and CEO effectiveness reviews, robust stock ownership, and anti-hedging policies.