LITHIA MOTORS INC0001023128false00010231282024-05-032024-05-03
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
May 3, 2024
Date of Report (date of earliest event reported)
LITHIA MOTORS, INC.
(Exact name of registrant as specified in its charter)
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| Oregon | 001-14733 | 93-0572810 |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| | | |
| 150 N. Bartlett Street | Medford | Oregon | 97501 |
| (Address of principal executive offices) | (Zip Code) |
(541) 776-6401
Registrant's telephone number, including area code
Not Applicable
(Former Name or Former Address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common stock without par value | | LAD | | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events
Over the past several months, Lithia Motors, Inc. (the “Company”) received valuable feedback from shareholders, proxy advisory firms and its consultants regarding its compensation design. As requested by our shareholders, the Company has replaced the profitability metric from net income to earnings per share (“EPS”) in the 2024 performance share units (“PSUs”) granted in January of this year. With this adjustment the Company’s long-term incentive plan more closely aligns with the Company’s stated EPS based strategic goal and incentivizes a more flexible deployment of capital to most effectively create value for its shareholders.
As discussed in its proxy statement for the 2024 Annual Meeting of Shareholders, filed March 12, 2024, the Company redesigned its long-term incentive plan in 2023 to move from a one-year to a three-year performance period, added a TSR modifier, and all metrics are relative to peers. This change, which occurs approximately four months into a thirty-six month performance period, is limited to replacing net income with EPS. This results in no incremental accounting or compensation charge, is not intended to increase payouts, and the Compensation Committee, as always, retains negative discretion.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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| Exhibit No. | Description |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
*Certain confidential and immaterial terms redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Dated: | May 3, 2024 | | LITHIA MOTORS, INC. |
| | By: | /s/ Tina Miller |
| | | Tina Miller |
| | | Senior Vice President and Chief Financial Officer |