DEFA14A 1 lithia-2021proxysupplement.htm DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. _)

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐			Definitive Proxy Statement
☒			Definitive Additional Materials
☐			Soliciting Material Pursuant to §240.14a-12

LITHIA MOTORS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒			No fee required.
☐			Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
			(1)			Title of each class of securities to which transaction applies:
			(2)			Aggregate number of securities to which transaction applies:
			(3)			Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
			(4)			Proposed maximum aggregate value of the transaction:
			(5)			Total fee paid:
☐			Fee paid previously with preliminary materials.
☐			Check box if any part of the fee is offset as provided by Exchange Act Rule 240.0-11 and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
			(1)			Amount Previously Paid:
			(2)			Form, Schedule or Registration Statement No.:
			(3)			Filing Party:
			(4)			Date Filed:

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Supplement to Definitive Proxy Statement for Annual Meeting of Shareholders to be held on April 29, 2021

This proxy statement supplement, dated April 2, 2021 (the “Proxy Supplement”), updates and amends our definitive proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on March 16, 2021, regarding the 2021 Annual Meeting of Shareholders of Lithia Motors, Inc. (the “Annual Meeting”) to be held on April 29, 2021 at 8:30 a.m. Pacific Daylight Time virtually through an audio webcast, accessible at www.virtualshareholdermeeting.com/LAD2021. As a reminder, to participate in the Annual Meeting, you will need your unique control number included on your proxy card (printed in the box and marked by the arrow) or on the instructions that accompanied your proxy materials.

Except as updated or supplemented by this Proxy Supplement, all information set forth in the Proxy Statement remains unchanged and should be considered in casting your vote by proxy or in person at the Annual Meeting.

The purpose of this Proxy Supplement is to update the Proxy Statement to inform you that the New York Stock Exchange has classified Proposal 4, the proposal to approve an amendment and restatement of our Restated Articles of Incorporation to eliminate references to our class B common stock, class A common stock and series M preferred stock, and to reclassify our class A common stock as common stock, as a “routine” matter. Page 59 of the Proxy Statement stated that brokers would not have discretionary voting authority on Proposal 4. However, as a result of the classification of the proposal as “routine” by the NYSE, you are advised that brokers will have discretionary voting authority to vote your shares on Proposal 4 without having received voting instructions from you.

This Proxy Supplement does not change the proposals to be acted upon at the Annual Meeting, which are described in the Proxy Statement. If you have already submitted your proxy, you do not need to take any action unless you wish to change your vote.

This supplemental information should be read in conjunction with the definitive Proxy Statement, which should be read in its entirety.