Lithia Motors (LAD) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 24, 2025, at 8:30 a.m. Pacific Time, with virtual participation available.

• Shareholders can vote online, by phone, mail, or during the virtual meeting until April 23, 2025.

• Proxy materials, including the Notice, Proxy Statement, and Form 10-K, are accessible online.

Voting matters and shareholder proposals

• Election of seven director nominees: Sidney B. DeBoer, Bryan B. DeBoer, James E. Lentz, Stacy C. Loretz-Congdon, Shauna F. McIntyre, Cassandra M. McKinney, and Louis P. Miramontes.

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

• Ratification of KPMG LLP as independent registered public accounting firm for fiscal year ending December 31, 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, with board recommending a vote against.

Board of directors and corporate governance

• Board recommends voting for all director nominees and for proposals 2, 3, and 4.

• Board recommends voting against the shareholder proposal on executive severance arrangements.